To Our Fellow Stockholders,

     With sincere sorrow and regret I must inform you that Mr.
Murray P. Ordogne, one of the founders and a director of Guaranty
Bancshares and Guaranty Bank, died on February 28, 1996.  Mr.
Ordogne was a loyal supporter of the Company and the source of
valuable advice to his fellow board members and officers.  He gave
freely of his time and contributed much to the success of the
organization.  His contributions will be missed by all those he
touched.

     In 1996 we celebrate the 30th anniversary of Guaranty Bank &
Trust Company.  We enter this anniversary year with good feelings
about accomplishments of the last 30 years and optimism about our
future.  These successes are a direct result of the Guaranty's
dedicated employees, directors, and supporting stockholders.

     Throughout this past year your company achieved significant
progress toward its goal of expanding into those nearby markets
with which we are familiar and which offer potential controlled
growth and increased earnings.  Asset growth for the sake of size
is nonproductive.  Profitable asset growth affords the opportunity
to spread fixed expenses over a larger base of earning assets and
to achieve reductions in unit costs for certain variable expenses. 
With this objective, we opened a branch office in Lafayette in
April 1995.  This venture has proved to be very successful, both
loan and deposit growth have exceeded earlier projections.

     Guaranty Bancshares' consolidated net income totaled $477,000,
down slightly from $508,000 in 1994.  Bancshares' 1993 net income
totaled $1,079,000, including $674,000 from a change in income tax
treatment and 1992 earnings of $574,000 included $489,000 in
extraordinary items related to refunds of prior years' income
taxes.  Without these one-time occurrences, our operating earnings
for the last five years show a very positive trend.

       1995        1994        1993        1992       1991 
     $477,000    $508,000    $405,000    $108,000   $135,000

     Net interest income, the primary source of earnings, reached
$2,576,000, up 4.6 percent from 1994 and 8.2 percent over 1993. 
This increase was the result of a higher proportion of interest
earning assets, better interest margins, and greater average loans
outstanding at higher yields.

     The Bank made no provision for loan losses in 1993, 1994, or
1995 and, considering the high quality of the loan portfolio, re-
covered $100,000 from the allowance for loan losses in 1995 and
$180,000 in 1994.  In 1995 net recoveries of previously charged off
loans exceeded current charge offs by $102,000.  Over the last
three years, the Bank has had net recoveries of over $238,000.

     Total assets at year end were down slightly from prior year
levels, however, average assets for 1995 were $2,557,000 or 4.5
percent over 1994.  Asset quality measures in 1995 followed similar
improvements in 1994 and 1993.  The Bank had no accruing loans past
due 90 days or more and had $84,000 of non-accruing loans.  These
loans, which represent only 0.2 percent of loans outstanding at
year end, are well collateralized and borrowers are experiencing
what we consider short term cash flow difficulties.  No losses are
anticipated on these loans.

     Non interest operating expenses which had trended lower since
1991 increased $66,000 in 1995 over 1994.  This entire increase is
attributed to the new branch facility which was opened in April.

     We anticipate more mergers, acquisitions, and de novo competi-
tion in the financial arena.  We expect the bulk of this expansion
will come from the larger money center banks and the growing
regional institutions.  Our goal is to study and watch our market
and competition and to act quickly to meet our customers needs as
they develop.

     Our strategies for 1996 and future years are to provide
quality financial products at competitive prices, to identify
emerging consumer and business needs and to develop products which
will fulfill those growing markets profitably.

     It is the ability to better understand and more quickly
respond to the individual needs of our banking customer that will
set Guaranty apart from the larger regional and remotely managed
banking organization.  As true community bankers and lenders, we
are closer to our customers and shareholders to whom we are ulti-
mately responsible.  We believe this special relationship and our
ability to respond quickly to our customers needs will assure
continuing success in this very competitive marketplace.  With this
I express our sincere appreciation for your allowing us to continue
serving you and your financial needs.

Sincerely,




Brooks Blakeman
Chairman of the Board

<TABLE>
                      GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
                      --------------------------------------------------------
                                      SELECTED CONSOLIDATED DATA
                                      --------------------------
                           (In thousands of dollars, except per share data)
<CAPTION>
                                             Years Ended December 31
                            ------------------------------------------------------------
                                   1995        1994        1993        1992        1991
  Operating data:           ----------------------- ----------- ----------- -----------
    <S>                          <C>         <C>         <C>        <C>         <C>
    Total interest income        $4,539      $4,110      $3,871     $ 4,082     $ 4,805
                            =========== =========== =========== =========== ===========
    Net interest income          $2,576      $2,463      $2,380     $ 2,092     $ 1,964
  Recovery (provision) from 
     (for) loan losses              100         180           -         (20)        100
    Other non-interest income       343         364         445         344         410
    Non-interest operating
     expense                      2,279       2,213       2,236       2,275       2,290
    Income taxes                    263         286         184          34          49
                             ----------- ----------- ----------- ----------- -----------
    Income before
      extraordinary items and
      change in accounting
      principle                     477         508         405         108         135
    Extraordinary items and
      change in accounting
      principle                      -           -          674         489         516
                             ----------- ----------- ----------- -----------  ----------
      Net income                 $  477      $  508      $1,079     $   597     $   651
                             =========== =========== =========== =========== ===========
    Per common share data:
      Net income loss before
      extraordinary items and 
      change in accounting
      principle                  $    -      $    -      $    -     $  (.79)    $  (.73)
    Extraordinary items and change
       in accounting principle        -           -        1.80        1.30        1.35
     Net income                     .20         .28        1.80        0.51         .62
dividends                           .675       2.70           -           -           -

    Number of common shares
        outstanding              380,877     380,877    380,877     380,877     380,877

    Weighted average of common
      shares outstanding         373,728     374,375    374,375     376,504     380,877

    Selected statements of
      condition items:
    Year end balances:
          Total assets           $60,245     $60,687    $54,952     $58,419     $55,030
          Investment securities   10,963       9,494     16,902      21,932      15,031
          Securities available
              for sale             5,167       7,190
          Loans, net of unearned
            income                34,546      34,775     31,888      27,665      31,930
          Total deposits          50,770      51,498     47,053      52,251      47,518
          Notes payable            1,681       1,854        581           -         807
          10% subordinated
            debentures, net            -           -          -           -         668
          Stockholders' equity     5,662       5,179      4,780       4,094       3,592
</TABLE>

     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                    AND RESULTS OF OPERATIONS


Guaranty Bancshares Holding Corporation's (Bancshares) net
operating income for 1995 was $477,000, compared with $508,000 in
1994, and $405,000 in 1993, before the $674,000 cumulative effect
of adopting Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes",.  Net income of $477,000 in 1995
compares with $508,000 in 1994 and $1,079,000 in 1993.  Earnings
per common share were $.20, $.28 and $1.80 for 1995, 1994 and 1993,
respectively.  Return on average assets was 0.80% for the current
year, 0.89% for 1994 and 1.92% for 1993.  Return on average equity
was 8.79% in 1995, 10.16% in 1994, and 23.1% in 1993.

At December 31, 1995 Bancshares and its subsidiaries had total
assets of $60,245,000 and deposits of $50,770,000, compared with
assets and deposits of $60,687,000 and $51,498,000 in 1994 and
$54,952,000 and $47,053,000 in 1993.  Total assets and deposits
were lower at year end 1995 from 1994 because the subsidiary Bank
chose not to compete for higher interest bearing certificates of
deposit. 

Bancshares' principal subsidiary, Guaranty Bank & Trust Company
operates three banking offices in East St. Mary Parish and
Lafayette Parish, Louisiana, with 32 full time and 1 part time
employee.

Net interest income was $2,576,000, 4.6% and 8.2% higher than in
1994 and 1993.  Other income was $343,000 in 1995, down from
$364,000 in 1994 and $445,000 in 1993.  Non performing loans at
December 31, 1995 were $84,000, up from $30,000 in 1994 and
amounted to less than 0.2% of outstanding loans.  Foreclosed real
estate at December 31, 1995 was $65,000, compared with $80,000 in
1994 and $34,000 in 1993.  The allowance for loan losses was 1.46%
of loans as of December 31, 1995 versus 1.44% in 1994 and 1.95% in
1993.  Recoveries from previously charged off loans exceeded 1995
charge offs by $102,000.  At December 31, 1995, Bancshares'
leverage ratio was 9.5% and stockholders' equity as a percent of
total assets was 9.4%.  The risk-based capital ratio was 11.7%.

Management's discussion and analysis of financial condition and
results of operations should be read in conjunction with the
accompanying consolidated financial statements, related notes, and
the consolidated selected financial data presented in this report.

NET OPERATING RESULTS

Bancshare' consolidated net interest income was $2,576,000 in 1995,
compared with $2,463,000 in 1994 and $2,380,000 in 1993. These
increases were primarily due to changes in the level of loans out-
standing, offset by higher interest paid on other time deposits and
borrowed funds.  Daily average interest earning assets increased
$2,621,000 and interest bearing liabilities increased $2,337,000.
Average rates earned increased 0.4% while average rates paid in-
creased 0.5% from 1994 levels.  During 1994 rates earned increased
0.4% while average rates paid increased 0.3% from 1993.

The increase in average interest earning assets in 1995 was
primarily in loans and funds sold.  Average loans increased
$964,000 over 1994 while average funds sold increased $1,339,000
This shift in investment emphasis was begun in 1993 when the Bank
began actively soliciting loans and emphasizing business develop-
ment.

The increase in average interest bearing liabilities was in money
market accounts and in other time deposits, primarily certificates
of deposit, and in borrowing from the Federal Home Loan Bank of
Dallas.  The banking industry created a favorable interest rate
market and some of the deposits which had sought better rates
outside of the industry returned.  Also, the Bank actively sought
to retain deposits in order to fund loans.

The capital lease initiated in June 1991 was outstanding for the
entire years 1995, 1994 and 1993.  This capital lease is related
to the sale/lease back transactions on the Bank's office building.
(See note 16 to the financial statements.)

Changes in the composition of the deposit structure and generally
higher rates paid on certificates of deposit increased the amount
paid on deposits by $295,000, following $91,000 increase in 1994
from 1993 levels.

Interest on the demand notes payable increased $29,000 from 1994. 
This is the result of increased Bank borrowing from the Federal
Home Loan Bank of Dallas to fund commercial real estate loans which
have comparable scheduled amortizations.

As indicated in the following table, average balances of Bancshares
available funds have followed 1994 trends.  Average available funds
increased $2,028,000 in 1995 following increases of $385,000 in
1994 and a $1,054,000 decline in 1993.  Average assets in 1992 were
distorted because of the ususual surge of hurricane damage related
funds which flowed through the community in late 1992.

<TABLE>
TOTAL AVAILABLE FUNDS (In Thousands of Dollars)
<CAPTION>
 
                                             1995                  1994                    1993 
                                      --------------------  ----------------------  ---------------------- 
                                         DAILY                 DAILY                   DAILY 
                                       AVERAGE               AVERAGE                 AVERAGE 
                                       BALANCE          %    BALANCE            %    BALANCE            % 
                                      ---------  ---------  ---------    ---------  ---------    --------- 
<S>                                   <C>          <C>        <C>          <C>        <C>          <C> 
Savings and NOW accounts              $11,985      22.4       $12,564      24.4       $12,917      25.3 
Money market investment accounts        5,379      10.1         4,587       8.9         5,413      10.6 
Other time deposits                    18,183      34.0        15,674      30.4        15,906      31.1 
Certificates of deposit of 
  $100,000 or more                      6,704      12.5         7,399      14.4         6,025      11.8 
  Federal funds purchased                   -          -            -          -             12        - 
Investment in capital lease             1,678       3.1         1,759       3.4         1,832       3.6 
  Notes payable and 10% 
  subordinated debentures               1,768       3.3         1,377       2.7           336        .7 
                                      ---------  ---------  ---------    ---------  ---------    --------- 
Total interest bearing 
     liabilities                       45,697      85.4        43,360      84.2        42,441      83.1 

Demand deposits                         7,806      14.6         8,115      15.8         8,649      16.9 
                                      ---------  ---------    ---------  ---------    ---------  --------- 
     Total available funds            $53,503     100.0%      $51,475     100.0%      $51,090     100.0% 
                                      =========   ========    =========  =========    =========  ========= 
 
</TABLE> 

During 1995, available yields in investment securities increased,
loan demand increased, and the Bank's average loan yields were
slightly higher.  Interest differentials increased as the compo-
sition of earning assets changed and the ratio of interest earning
assets as a percent of average total assets increased from 1994
levels.

PROVISION FOR LOAN LOSSES AND NON-PERFORMING LOANS

The provision for loan losses is the expense recorded to maintain
the allowance for loan losses at a level which in management's
judgment will be adequate to absorb probable losses in existing
loans which may become uncollectible.

The allowance for loan losses as a percentage of loans, less un-
earned income, outstanding at year-end is as follows:

                                                      Provision
                                                      For     
                    Allowance Allowance  Net Loans    (Recovered
             Loans  For Loan  As A % Of  Charged Off  From) Loan
       Outstanding    Losses      Loans  (Recovered)  Losses   
1995      $ 34,546     $ 504      1.46%      $  (102)   $ (100)
1994        34,775       502      1.44%          (61)     (180)
1993        31,888       621      1.95%          (75)       -

Considering the low level of non-performing loans and delinqen-
cies, the Bank recovered $100,000 from the allowance for loan
losses in 1995 and $180,000 in 1994 and made no provision for loan
losses in 1993.  Non-performing loans on non-accrued status in-
creased $54,000 to approximately $84,000 at year end 1995, compared
with $30,000 and $36,000 at December 31, 1994 and 1993, respec-
tively.

At any given date, the amount of the allowance for loan losses will
be less than the total of loans outstanding to borrowers who are
experiencing varying degrees of financial difficulty.  This is
because experience has shown that the probability of all these
loans becoming completely uncollectible is remote.  Therefore,
management determines a lesser amount which is believed to be
sufficient to absorb loan losses.

The evaluation of our loan portfolio to establish the allowance
level includes specific review of all loans criticized during
internal reviews, by regulatory examination and all delinquent
loans.  Management considers the allowance for loan losses adequate
to cover losses on the loans outstanding as of each reporting date.

It must be emphasized that the determination of the allowance for
loan losses using the Bank's procedures and methods rests upon
various judgments and assumptions.  The factors which influence
management's judgment in determining the level of the allowance for
loan losses and the amount which is charged to operating expenses
are:  (1)  past loan loss experience, (2)  composition of the loan
portfolio, (3)  evaluation of future losses, (4)  current economic
conditions, (5)  specific identification and anticipation of
problem and non-performing loans, and (6)  other relevant factors
affecting loans.

No assurance can be given that the Bank will not in any particular
period sustain loan losses which are sizable in relation to the 
amount reserved or that subsequent evaluations of the loan port-
folio, in light of conditions and factors then prevailing, will not
require significant changes in the allowance for loan losses.


OTHER INCOME

Other operating income was approximately $343,000 during 1995,
compared with $364,000 in 1994 and $445,000 in 1993.  There were
no securities gains in 1995 or 1994, following $37,000 in 1993. 
Gains on the sale of repossessed property contributed approximately
$6,000 to the level of other operating income in 1994 compared with
$91,000 in 1993.  Service charges on deposit accounts continued to
decline slightly from 1994 and 1993 levels.  The slight increase
in insurance commissions and other service charges and fees was
primarily attributable to a recovery in consumer loan activity. 

OTHER OPERATING EXPENSES

Other operating expenses totaled $2,279,000 in 1995, compared with
$2,213,000 in 1994, a $66,000 increase, following a $24,000 
decrease in 1994 from 1993.  The following Analysis of Other
Operating Expenses details the major categories of other operating
expenses.  Personnel expense, which normally comprises approxi-
mately one-half of non-interest expenses, totaled $1,036,000
compared with $972,000 in 1994, and a $82,000 increase from 1993. 
This increase is attributable to the Bank opening a new facility.

Expenses related to other real estate and repossessed property, net
of rental income on these properties, increased $1,000, following
the sale of a 34 acre parcel acquired late in 1994 and the
acquisition of an unoccupied building in 1995.  There were no real
estate market value adjustments in 1995, 1994 or 1993.  Aggregate
related expenses, such as taxes, insurance and losses on sales of
these properties, totaled $10,000 in 1995, compared with $12,000
in 1994, and $10,000 in 1993.  Rental income on these properties
totaled $1,000 in 1995, $4,000 in 1994, and $6,000 in 1993.   

Professional fees and services, primarily legal and accounting
fees, increased $4,000 to $132,000 in 1995 following an $32,000
decrease in 1994 from 1993. 

<TABLE>
ANALYSIS OF OTHER OPERATING EXPENSES (In Thousands of Dollars)
<CAPTION>
                                                                   
 
                                                                1995/1994           1994/1993                                
                                                                  Change              Change 
                                                             -----------------   ----------------- 
                            1995     1994     1993           Amount       %      Amount       % 
                          -------- -------- --------         -----------------   ----------------- 
Salaries and employee 
  <S>                     <C>      <C>  <C> <C>  <C>          <C>   <C>       <C> <C>   <C>       <C> 
  benefits                $  1,036 $    972 $    954          $     64        7   $     18        2 
Expenses related to 
  other real estate and 
  repossessed property, 
  net of rental income 
  on these properties            9        8        4                 1       12          4      100 
Net occupancy expense          432      426      456                 6        1        (30)      (7) 
Equipment and computer 
  expense                      204      193      182                11        6         11        6 
Professional fees and 
  services                     132      128      160                 4        3        (32)     (20) 
Advertising and public 
  relations                     38       35       38                 3        9         (3)      (8) 
Stationery and supplies         39       42       41                (3)      (7)         1        2 
FDIC and other insurance        89      141      146               (52)     (37)        (5)      (3) 
Directors fees                  91       64       75                27       42        (11)     (15) 
Other operating expenses       209      204      181                 5        2         23       13 
                          -------- -------- --------          --------            -------- 
                          $  2,279 $  2,213  $ 2,237          $     66        3   $    (24)      (1) 
                          ======== ======== ========          ======== ========   ======== ======== 
 
</TABLE> 

LIQUIDITY AND CAPITAL RESOURCES

Principal components of Bancshares' funds management program are
the maintenance of adequate liquidity and the management of rate
sensitive assets and liabilities.  These strategies are designed
to integrate sources and investment of funds to assure the Bank's
ability to meet effectively the requirements of customers for loan
and deposit withdrawals.  Liquidity management attempts to match
the sources and uses of funds, while interest sensitivity
management attempts to stabilize net interest income during periods
of changing interest rates.

Some liquidity is assured by maintaining marketable assets which
may immediately be converted into cash, by receipt of loan
repayments, and by the maturity of other earning assets.  Liquidity
from liabilities results from the generation of new deposits as
well as short-term purchases of federal funds.

The Bank has $9,959,000 in loans outstanding, including demand
loans with no stated repayments and no stated maturity, scheduled
to mature in 1996 and another $9,903,000 floating rate loans which
reprice annually or more frequently. In addition $9,500,000 of
investment securities will mature in 1996 and another $5,206,000
of floating rate debt securities will reprice within one year.
Federal funds sold amounted to $3,325,000 on December 31, 1995. 
These funds sold can immediately be converted to cash without
interest or principal penalty.

Capital adequacy depends on a variety of interacting factors,
including asset quality, liquidity, economic conditions in the
market served and strength of management.  Bancshares' ratio of
stockholders' equity to assets and to total deposits at December
31, 1995, 1994, and 1993 are as follows (in thousands of dollars):


                              1995       1994       1993 
Stockholders' equity       $ 5,662    $ 5,179   $  4,780 
Total assets                60,245     60,687     54,952 
Total deposits              50,770     51,498     47,053 

Ratio of stockholders'
equity to:
Total assets                  9.4%       8.5%      8.7%  
Total deposits               11.2%      10.1%     10.2%
                           
Bancshares does not have immediate plans for expansion through
acquisitions of other banks or financial institutions, or commit-
ments for significant capital expenditures.  

A new form of capital measurement, risk-based capital, was imple-
mented by regulatory authorities in recent years.  Under this
measure, distinctions are made according to the relative risks
incurred among the various items on and off of the balance sheet. 
Under regulatory guidelines, for Guaranty Bancshares, Tier 1
capital represents the sum of stockholders' equity.  Total capital
represents Tier 1 capital plus the allowance for loan losses,
subject to limitations defined by regulatory authorities.  These
are usually expressed as a percentage of risk-weighted assets.  
Risk-weighted assets are the total of assets and off-balance sheet
items which have been weighted based upon risk factors assigned by
the regulatory authorities.  Banks and bank holding companies are
considered to be well capitalized with total capital of 10% and
Tier 1 capital of not less than 6%.

Selected capital adequacy measures for Bancshares and Guaranty Bank
are as follows as of December 31, 1995:

Risk-based capital
                               GUARANTY      GUARANTY
                              BANCSHARES       BANK    
Tier 1                          10.71%        10.67%
Total capital                   11.66%        11.62%
Leverage ratio                   9.53%         9.49%

Bancshares paid a $.675 dividend on its $2.70 cumulative preferred
stock, on January 4, 1995. No dividends have been declared or paid
on its $.50 cumulative preferred stock since their issuance.  As
a result, accumulated and unpaid dividends are as follows:

     $2.70 Preferred stock, dividends 
     accumulated from January 13, 1990
     through January 13, 1996                      $2,446,892

     $.50 Preferred stock, dividends
     accumulated from January 13, 1990
     through January 13, 1996                          69,375
                                                   $2,516,267


Bancshares' primary source of income is dividends from the Bank.


FUTURE FINANCIAL ACCOUNTING AND INCOME TAX MATTERS

The Financial Accounting Standards Board issued SFAS No.109
(Accounting for Income Taxes) which pronouncement requires an asset
and liability approach to account for the effects of income taxes
that result from a company's activities during the current and
preceding years.  The pronouncement supersedes the deferral method
of accounting for income taxes.  The principal changes in
accounting treatment are differences resulting from net operating
loss carryforwards, tax credit carryforwards, differences due to
book and tax depreciation differences, and basis differences in the
reserve for loan losses.  Bancshares' implementation of this change
in accounting treatment resulted in the $674,000 change in
accounting principle reflected in the 1993 statement of income.

EFFECTS OF INFLATION

Due to our size, Bancshares is not required to make price level
disclosures in our financial statements.  Although the rate of
inflation has stabilized in recent years, the long-term effects of
previous years continue to impact the Bank's operations.  However,
since most of the assets and liabilities of a financial institution
are monetary in nature, changes in interest rates have a much more
significant impact on performance than the effects of general
levels of inflation.  Inflation does impact the growth of total
assets in the banking industry and the need to retain earnings to
increase and maintain equity at appropriate capital/asset ratios.


REGULATORY MATTERS

At periodic intervals, examiners from the Louisiana Department of
Financial Institutions and the FDIC routinely examine the Bank's
financial statements as part of their legally prescribed oversight
of the banking industry.  Based on these examinations, the
regulators can direct that the Bank's financial statements be
adjusted in accordance with their findings.  The regulators have
not proposed significant adjustments to the Bank's financial
statements in prior years.  Although no adjustments are
anticipated, in view of the increasingly uncertain regulatory
environment in which the Bank now operates, the extent, if any, of
such adjustments to the 1995 financial statements cannot presently
be determined.


                      MANAGEMENT STATEMENT



The accompanying financial statements and related financial data
were prepared by management, which is responsible for the integrity
and objectivity of the data presented, including amounts that must
necessarily be based on judgments and estimates.  The financial
statements were prepared in conformity with generally accepted
accounting principles, and in situations where acceptable
alternative accounting principles exist, management selected the
method which was appropriate in the circumstances.  All financial
information contained in this annual report is consistent with that
in the financial statements.

Management depends upon Guaranty Bancshares' system of internal
control in meeting its responsibilities for reliable financial
statements.  In management's opinion, these systems provide
reasonable assurance that assets are safeguarded and that
transactions are properly recorded and executed in accordance with
management's authorization.  Judgments are required to assess and
balance the relative cost and expected benefits of these controls. 
As an integral part of the systems of internal control, Guaranty
Bancshares maintains a professional staff which conducts
operational and special reviews and coordinates audit coverage with
the independent certified public accountants.

The financial statements have been examined by Darnall, Sikes,
Kolder, Frederick & Rainey, independent certified public
accountants, whose independent professional opinion on management's
financial statements appears in the financial statements.

The Audit Committee of the Board of Directors, composed solely of
outside directors, may meet periodically with the independent
certified public accountants and management to review the work of
each and ensure that each is properly discharging its
responsibilities.  The independent certified public accountants
have free access to the Committee, to discuss the results of their
audit work and their evaluations of the adequacy of internal
controls and the quality of financial reporting.


           GUARANTY BANCSHARES HOLDING CORPORATION AND
          GUARANTY BANK & TRUST COMPANY OF MORGAN CITY

                       BOARD OF DIRECTORS

H.W. Bailey                             Anthony J. Guarisco
Retired Executive                       President
Vice President                          Guarisco Enterprises, Inc.
McDermott, Inc.                         Morgan City, Louisiana
New Orleans, Louisiana


Brooks Blakeman                         Wiley Magee
Chairman of the Board                   Secretary to the Board
Guaranty Bancshares Holding             Guaranty Bancshares
Corporation and Guaranty                Holding Corporation and
Bank & Trust Company                    Guaranty Bank & Trust
Vice President and                      Company
General Manager                         President
Frank's Casing Crews, Inc.              Morgan City Supply, Inc.
Lafayette, Louisiana                    Morgan City, Louisiana


Vincent Cannage                         Murray Ordogne
President                               Owner
Cannata's Supermarket, Inc.             Morgan City Motel
Morgan City, Louisiana                  Morgan City, Louisiana


Randolph Cullom                         Lee A. Ringeman
President and Chief                     Executive Vice President
Executive Officer                       and Chief Financial
Guaranty Bancshares Holding             Officer
Corporation and Guaranty                Guaranty Bancshares
Bank & Trust Company                    Holding Corporation and
Morgan City, Louisiana                  Guaranty Bank & Trust
                                        Company
                                        Morgan City, Louisiana
Frank J. Domino
President
Frank's Motor Company, Inc.             Benny A. Blakeman
Morgan City, Louisiana                  Retired Clerk of Court
                                        St. Mary Parish
                                        Morgan City, Louisiana
Conley J. Dutreix                       Director Emeritus
Assistant Secretary to the              Guaranty Bank & Trust
Board of Guaranty Bancshares            Company
Holding Corporation and
Guaranty Bank & Trust Company
Executive Vice President and 
Chief Lending Offier of 
Guaranty Bank & Trust Company

                  GUARANTY BANK & TRUST COMPANY

                            OFFICERS


Brooks Blakeman, Chairman of the Board

Randolph Cullom, President and Chief Executive Officer

Wiley Magee, Secretary to the Board

Conley J. Dutreix, Executive Vice President and Assistant Secretary
                   to the Board

Lee A. Ringeman, Executive Vice President and Cashier

J. Michael Bourgeois, Vice President

Elsie R. Gaudet, Vice President and Security Officer

Lennis J. Simoneaux, Assistant Vice President

Kelly Watson, Banking Officer

Christine A. Dragna, Assistant Cashier



             GUARANTY BANCSHARES HOLDING CORPORATION

                            OFFICERS


             Brooks Blakeman, Chairman of the Board

                 Randolph Cullom, President and
                     Chief Executive Officer

                Wiley Magee, Secretary-Treasurer

            Lee A. Ringeman, Executive Vice President
                   and Chief Financial Officer

               Conley Dutreix, Assistant Secretary


                    INDEPENDENT AUDITOR'S REPORT  
  
  
To the Board of Directors and Stockholders  
of Guaranty Bancshares Holding Corporation  
Morgan City, Louisiana  
  
  
     We have audited the consolidated statements of financial  
condition of Guaranty Bancshares Holding Corporation and 
Subsidiaries as of December 31, 1995 and 1994, and the related 
consolidated statements of income, changes in stockholders' equity,
and cash flows for the years ended December 31, 1995, 1994 and 
1993.  These financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.   
  
     We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the 
consolidated financial statements are free of material misstate-
ment.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the consolidated finan-
cial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our 
opinion.  
  
     In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Guaranty Bancshares Holding Corporation and Subsidia-
ries as of December 31, 1995, and 1994 and the results of their 
operations and their cash flows for the years ended December 31,
1995, 1994 and 1993 in conformity with generally accepted account-
ing principles.  
  
  
                   Darnall, Sikes, Kolder, Frederick & Rainey    

   
                      A Corporation of Certified Public Accountants

 
  
  
  
Morgan City, Louisiana  
January 12, 1996 
 

<TABLE>
                     GUARANTY BANCSHARES HOLDING CORPORATION AND
                                   SUBSIDIARIES  
                    Consolidated Statements of Financial Condition  
                            December 31, 1995 and 1994 
<CAPTION>

                                                   1995            1994       
                                  ASSETS  
  
<S>                                            <C>             <C> 
CASH AND DUE FROM BANKS                        $ 3,229,648     $ 3,435,866 
  
FEDERAL FUNDS SOLD                               3,325,000       2,640,000  
  
INVESTMENT SECURITIES  
  Securities held to maturity 
    (market value $10,980,000   
    and $9,393,000, respectively)               10,963,516      9,493,656  
  Securities available for sale, at market       5,196,792      7,189,984  
         Total investment securities            16,160,308     16,683,640  
  
LOANS                                           34,552,371     34,810,619  
Less:  Allowance for loan losses                   503,826        502,145  
       Unearned income                               6,795         35,553  
         Total net loans                        34,041,750     34,272,921  
  
OTHER REAL ESTATE                                   64,682         80,000  
BANK PREMISES AND EQUIPMENT                      2,083,415      2,176,467  
ACCRUED INTEREST RECEIVABLE                        375,810        360,482  
OTHER ASSETS                                       963,977      1,037,765  
  
         TOTAL ASSETS                          $60,244,590    $60,687,141  
                                               ===========    ===========  
  
                        LIABILITIES AND STOCKHOLDERS' EQUITY  
  
DEPOSITS  
  Non-interest bearing deposits                $ 8,418,740    $ 8,289,121  
  NOW account deposits                           5,404,616      4,882,892  
  Money market investment accounts               6,842,230      4,663,666  
  Savings deposits                               7,147,835      7,603,436  
  Other time deposits                           17,330,796     17,871,452  
  Certificates of deposits of 
    $100,000 or more                             5,625,997      8,187,058  
         Total deposits                         50,770,214     51,497,625  
  
Notes payable                                    1,681,446      1,854,169  
Obligation under capital lease                   1,631,734      1,723,339  
Accrued interest payable                           135,287        124,101  
Other liabilities                                  363,896        308,913  
         Total liabilities                      54,582,577     55,508,147  
  
COMMITMENTS AND CONTINGENCIES                         -              -     
  
STOCKHOLDERS' EQUITY  
  $2.70 cumulative preferred stock               3,481,115      3,497,320  
  $.50 cumulative preferred stock                  107,310        107,310  
  Class A common stock                           1,050,000      1,050,000  
  Class B common stock                              17,088         17,088  
  Capital surplus                                2,039,004      2,039,004  
  Accumulated deficit                           (1,023,669)    (1,504,893)  
  Treasury stock                                   (15,835)       (15,835)  
  Net unrealized gain (loss) on securities 
    available for sale                               7,000        (11,000)  
         Total stockholders' equity              5,662,013      5,178,994  
  
         TOTAL LIABILITIES AND 
             STOCKHOLDERS' EQUITY              $60,244,590    $60,687,141  
                                               ===========    ===========  
  

  
  
The accompanying notes are an integral part of this statement. 
</TABLE>
<TABLE>
                    GUARANTY BANCSHARES HOLDING CORPORATION AND  
                                  SUBSIDIARIES  

                         Consolidated Statements of Income  
                    Years Ended December 31, 1995, 1994 and 1993 
<CAPTION>

  
                                                      1995          1994          1993        
  
INTEREST INCOME  
  <S>                                             <C>           <C>           <C> 
  Interest and fees on loans                      $ 3,430,339   $ 3,285,524   $ 2,988,138  
  Interest on investment securities:  
    U. S. Treasury securities                         256,200       221,301       254,811  
    Obligations of U. S. agencies and corporations    616,860       493,449       511,402  
    Obligations of states and political subdivisions   22,312         8,610         3,573  
    Other investments                                  25,070        16,528        16,561  
  Interest on federal funds sold and time 
    deposits with banks                               188,458        84,242        96,109  
      Total interest income                         4,539,239     4,109,654     3,870,594  
  
INTEREST EXPENSE  
  Interest on deposit accounts                       1,673,166    1,377,954     1,286,848  
  Interest on federal funds purchased                     -            -              345  
  Interest on capital lease                            167,840      175,891       183,223  
  Interest on notes payable                            121,957       93,082        19,753  
      Total interest expense                         1,962,963    1,646,927     1,490,169  
  
      Net interest income                            2,576,276    2,462,727     2,380,425  
  
RECOVERY FROM LOAN LOSSES                              100,000      180,000          -     
  
      Net interest income after recovery    
        from loan losses                             2,676,276    2,642,727     2,380,425  
  
OTHER INCOME   
  Service charges on deposit accounts                  204,908      231,685       236,833  
  Insurance commissions, other service 
   charges and fees                                     54,061       54,967        52,163  
  Other operating income                                83,711       77,439       119,128  
  Net investment securities gain                          -            -           37,307  
      Total other income                               342,680      364,091       445,431  
OPERATING EXPENSES                                   2,278,787    2,213,202     2,236,646  
  
      Net income before income tax expense and 
       change in accounting principle                  740,169      793,616       589,210  
  
INCOME TAX EXPENSE  
  Current                                               96,046        4,622         5,888  
  Deferred                                             166,954      280,878       178,112  
                                                       263,000      285,500       184,000  
  
      Net income before change in 
        accounting principle                           477,169      508,116       405,210  
  
CHANGE IN ACCOUNTING PRINCIPLE  
  Cumulative effect to December 31, 1992 of application of   
    Statement of Financial Accounting Standards No. 109   
    "Accounting for Income Taxes"                         -            -          674,000  
  
      Net income                                       477,169      508,116     1,079,210  
  
DIVIDENDS REQUIRED FOR PREFERRED STOCK                (402,453)    (404,275)     (404,275)  
  
      NET INCOME AVAILABLE FOR COMMON STOCKHOLDERS    $ 74,716    $ 103,841     $ 674,935  
                                                      ========    =========     =========  
  
Income per common share before change 
 in accounting principle                              $   -       $    -             -  
                                                      ========    =========     =========     
Income per common share after change 
 in accounting principle                              $    .20    $     .28     $    1.80  
                                                      ========    =========     =========     
  
Weighted average common shares outstanding             373,728      374,375       374,375  
                                                      ========    =========     =========     

  
The accompanying notes are an integral part of this statement. 
</TABLE>
<TABLE>
                                    
                      GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES  
 
                    Consolidated Statements of Changes in Stockholders' Equity  
                                 Years Ended December 31, 1995, 1994 and 1993  
<CAPTION>
 
  
  
                                    $2.70 Cumulative Preferred            $.50 Cumulative Preferred       
                                  Number of Shares                      Number of Shares                  
                                Authorized    Issued      Amount       Authorized    Issued    Amount     
  
 
<S>                               <C>         <C>       <C>               <C>        <C>      <C> 
Balance at January 1, 1993        145,676     145,676   $3,497,320        64,324     21,900   $107,310  
  
Net income                           -           -            -             -          -          -     
Cash dividends:  
  $2.70 preferred stock              -           -            -             -          -          -     
  
Balance at December 31, 1993      145,676     145,676    3,497,320        64,324     21,900    107,310  
  
Net income                           -           -            -             -          -          -      
Cash dividends:  
  $2.70 preferred stock              -           -            -             -          -          -     
Change in net unrealized (loss) on   
  securities available for sale      -           -            -             -          -          -     
  
Balance at December 31, 1994      145,676     145,676    3,497,320        64,324     21,900    107,310  
  
Net income                           -           -            -             -          -          -     
  
Acquisition of treasury stock:  
  675 shares $2.70 cumulative preferred   
    stock                            (675)       (675)     (16,205)          675       -          -     
  
Change in net unrealized gain on   
 securities available for sale       -           -            -             -          -          -     
  
Balance at December 31, 1995      145,001     145,001   $3,481,115        64,999     21,900   $107,310  
                                  =======     =======   ==========        ======     ======   ======== 
 The accompanying notes are an integral part of this statement. 
</TABLE>
<TABLE>
                                                                                            Gain (Loss)  
                                                                                                on        
          Class A Common                   Class B Common                                   Securities   
  Number of Shares                 Number of Shares         Capital  Accumulated  Treasury  Available   
Authorized  Issued    Amount  Authorized  Issued  Amount    Surplus     Deficit     Stock    For Sale   
<CAPTION>
<C>        <C>      <C>         <C>      <C>      <C>      <C>        <C>          <C>        <C>
210,000    210,000  $1,050,000  210,000  170,877  $17,088  $2,039,004 $(2,600,561) $(15,835)  $ -  
  
   -          -           -        -         -       -           -      1,079,210      -        -     
  
   -          -           -        -         -       -           -       (393,325)     -        -     
  
210,000    210,000   1,050,000  210,000   170,877  17,088   2,039,004  (1,914,676)  (15,835)    -     
  
   -          -           -        -         -       -           -        508,116      -        -     
  
   -          -           -        -         -       -           -        (98,333)     -        -     
  
   -          -           -        -         -       -           -           -         -     (11,000)  
  
210,000    210,000   1,050,000  210,000   170,877  17,088   2,039,004  (1,504,893)  (15,835) (11,000)  
  
   -          -           -        -         -       -           -        477,169      -        -     
  
  
  
   -          -           -        -          -       -          -          4,055      -        -     
  
  
   -          -           -        -          -       -          -           -         -      18,000  
  
210,000    210,000  $1,050,000  210,000    170,877 $17,088 $2,039,004 $(1,023,669) $(15,835) $ 7,000  
========   =======  ==========  =======    ======= ======= ========== ============ ========= =======  
</TABLE> 
<TABLE>
                     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES  
  
 
                                 Consolidated Statements of Cash Flows  
                              Years Ended December 31, 1995, 1995 and 1994  
<CAPTION>
  
 
  
                                                     1995          1995          1994             
                 
  
CASH FLOWS FROM OPERATING ACTIVITIES  
 <S>                                             <C>           <C>          <C> 
 Net income                                      $  477,169    $  508,116   $  1,079,210  
  
  Adjustments to reconcile net income to  
    net cash provided by operating activities:  
      Gain on sales of investment securities           -             -            37,307  
      Amortization of premium (accretion of   
        discount) on investments                   (234,681)      (42,311)        72,971  
      Recovery from loan losses                    (100,000)      (180,000)         -     
      Gain on sale of fixed assets                   (9,495)        (8,294)         -     
      Gain on sale of other real estate             (38,892)        (5,846)       (2,850)  
      Gain on sale of repossessed property             -              -          (91,337)  
      Depreciation and amortization                 302,965        274,605       273,982  
      (Increase) decrease in accrued interest   
        receivable                                  (15,329)        (7,537)       17,325  
      Increase (decrease) in accrued interest   
        payable                                      11,186         34,369       (23,982)  
      Increase (decrease) in other liabilities       54,993       (338,586)       89,413  
          Net cash provided by 
            operating activities                    447,916        234,516     1,452,039  
  
CASH FLOWS FROM INVESTING ACTIVITIES  
  (Increase) decrease in federal funds sold        (685,000)    (1,540,000)      775,000  
  Proceeds from sales of investment securities         -              -        1,666,917
   Proceeds from maturities of investment
       securities                                20,542,000     12,979,412    16,439,635  
  Purchase of investment securities              19,776,840)   (12,693,828)  (13,892,828)  
  Net (increase) decrease in loans                  231,171     (3,006,098)   (4,147,160)  
  Proceeds from sales of other real estate and   
    repossessed property                            149,903         43,000       621,300  
  (Purchase) sale of interest-bearing deposits         -           515,000     1,084,809  
  Proceeds from sales of premises and equipment       6,500         26,000          -     
  Purchase of bank premises and equipment          (180,268)       (58,034)      (95,609)  
  Changes in other assets                            50,138        187,029       (54,946)  
        Net cash provided (used) by 
           investing activities                     337,604     (3,547,519)    2,397,118  
  
CASH FLOWS FROM FINANCING ACTIVITIES  
  Net increase (decrease) in demand deposits,   
    NOW accounts and savings accounts             2,374,307       (180,520)   (2,954,548)  
  Net increase (decrease) in certificates of   
    deposit                                      (3,101,717)     4,624,921    (2,243,188)  
  Proceeds from notes payable                          -         1,400,000       600,000  
  Repayment of notes payable                       (172,723)      (127,243)      (18,588)  
  Repayments of capital lease obligation            (91,605)       (76,218)      (68,995)  
        Net cash provided (used) by financing   
          activities                               (991,738)     5,640,940    (4,685,319)  
  
        Net increase (decrease) in cash, cash   
          equivalents and due from banks           (206,218)     2,327,937      (836,162)  
  
CASH, CASH EQUIVALENTS AND DUE FROM BANKS,   
  beginning of year                               3,435,866      1,107,929     1,944,091  
  
CASH, CASH EQUIVALENTS AND DUE FROM BANKS,   
  end of year                                  $  3,229,648   $  3,435,866  $  1,107,929  
                                               ============   ============  ============  
  
Supplemental Cash Flow Information:  
  
  Interest paid                                $  1,951,777   $ 1,612,558   $  1,514,151  
                                               ============   ============  ============  
 
  
The accompanying notes are an integral part of this statement. 
</TABLE>
 
     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES  
  
           Notes to Consolidated Financial Statements  
  
  
 (1) Summary of Significant Accounting Policies  
  
         The accounting and reporting policies of Guaranty  
     Bancshares Holding Corporation (Bancshares) and its  
     subsidiaries conform with generally accepted accounting  
     principles and general practices followed in the banking  
     industry.  The principles which significantly affect the  
     determination of financial position, results of operations and

 
     cash flows are summarized below:  
  
     A.  Basis of Accounting  
  
             The consolidated financial statements include the  
         accounts of Bancshares and its wholly-owned  
         subsidiaries.  Significant intercompany accounts and  
         transactions are eliminated.  
  
     B.  Investment Securities  
  
             On January 1, 1994, Bancshares adopted Statement  
         of Financial Accounting Standards (SFAS) No. 115  
         "Accounting for Certain Investments in Debt and  
         Equity Securities."  SFAS No. 115 requires the  
         classification of securities into one of three  
         categories:  trading, available for sale or held to  
         maturity.  
  
             Securities which Bancshares has the intent and  
         ability to hold for the long-term or until maturity  
         are classified as held to maturity or held for  
         investment.  These securities are stated at cost,  
         adjusted for amortization of premiums and accretion  
         of discounts using either the interest method or  
         straight-line method, which produces approximately  
         the same results.  Realized gains or losses are  
         recognized at the time of sale or call of a security  
         and are shown as a separate component of other income  
         in the consolidated statements of income.  
  
             Securities which may be sold in response to  
         changes in interest rates, liquidity needs or  
         asset/liability management strategies are classified  
         as held for sale.  These securities are stated at  
         market.  Adjustments to market are shown as a  
         separate component of stockholders' equity.  
             Interest earned on investment securities is  
         included in interest income.  Also included in  
         interest income are amortization of premiums and  
         accretion of discounts on investment securities which  
         were computed using the straight-line method.  
  
     C.  Loans  
  
             Interest income on commercial, real estate,  
         mortgage and installment loans is accrued based on  
         the principal amounts outstanding.   
  
             Nonperforming loans consist of nonaccrual loans  
         and restructured loans.  Loans past due 90 days or  
         more are considered to be performing until placed on  
         nonaccrual status.  Loans are placed on nonaccrual  
         status when, in the opinion of management, there is  
         sufficient uncertainty as to timely collection of  
         reported earnings of some or all of the contractual  
         interest.  When a loan is placed on nonaccrual  
         status, interest accrued but not collected is usually  
         reversed against interest income.  Generally, any  
         payments received on nonaccrual loans are first  
         applied to reduce outstanding principal amounts.   
         Loans are not reclassified as accruing until interest  
         and principal payments are brought current and future  
         payments are reasonably assured.  
  
     D.  Allowance for Loan Losses  
  
             The allowance for loan losses is established  
         through a provision for loan losses charged to  
         expense.  The allowance represents an amount which,  
         in management's judgement, will be adequate to absorb  
         probable losses on existing loans that may become  
         uncollectible.  Management's judgement in determining  
         the adequacy of the allowance is based on evaluations  
         of the collectibility of loans.  Ultimate losses may  
         vary from the current estimates.  These estimates are  
         reviewed periodically and, as adjustments become  
         necessary, they are reported in earnings in the  
         periods in which they become known.  These  
         evaluations take into consideration such factors as  
         changes in the nature and volume of the loan  
         portfolio, current economic conditions that may  
         affect the borrower's ability to pay, overall  
         portfolio quality, and review of specific problem  
         loans.  Loans are charged against the allowance for  
         loan losses when management believes that  
         collectibility of the principal is unlikely. 

     E.  Depreciation  
  
             Premises and equipment are stated at cost, less  
         accumulated depreciation and amortization of  
         $1,578,835 and $1,267,321 at December 31, 1995 and  
         1994, respectively.  For book purposes, depreciation  
         and amortization are included in occupancy equipment  
         expenses and are computed on the straight line basis  
         over the useful lives of the assets which range from  
         three to forty years.  For income tax purposes,  
         depreciation of assets acquired prior to January 1,  
         1981, is calculated on the straight-line method and  
         depreciation of assets acquired after December 31,  
         1980, is calculated using the Accelerated Cost  
         Recovery (ACRS) or Modified Accelerated Costs  
         Recovery (MACRS) System of the Internal Revenue  
         Service.  Maintenance and repairs which do not extend  
         the life of banking premises and equipment are  
         charged to operating expenses.  
  
     F.  Foreclosed Assets  
  
             Property acquired through foreclosure is stated  
         at the lower of the recorded amount of the loan for  
         which the foreclosed asset served as collateral or  
         the current fair market value.  Fair value is the  
         anticipated sales price of the assets, based upon  
         independent appraisals and other relevant factors.   
         When a reduction of the carrying value to the fair  
         value is required at the time the loan is  
         reclassified as a foreclosed asset, the difference is  
         charged to the allowance for loan losses.  Any  
         subsequent reductions are charged to nonperforming  
         assets expense.  Revenues and expenses associated  
         with operating or disposing of foreclosed assets are  
         recorded during the period in which they are  
         incurred.  
  
     G.  Income Taxes  
  
             Bancshares and its subsidiaries file a  
         consolidated federal income tax return.  The Company  
         has adopted SFAS 109, "Accounting for Income Taxes",  
         to account for deferred income taxes.  Deferred taxes  
         are computed based on the tax liability or benefit in  
         future years of the reversal of temporary differences  
         in the recognition of income or deduction of expenses  
         between financial and tax reporting purposes.  The  
         principal items resulting in the differences are net  
         operating loss carryforwards, tax credit carryforwards, 
         differences due to book and tax depreciation differences, 
         and basis difference in the reserve for loan losses. 
         The net difference between tax expense and taxes currently

         payable is reflected in the statement of financial      
         condition as deferred taxes.  Deferred tax assets and/or
         liabilities are classified as current and noncurrent based
         on the classification of the related asset or liability
         for financial reporting purposes, or based on the expected
         reversal date for deferred taxes that are not related to
         an asset or liability.  This change in accounting
         principle was appropriately reflected in the 1993
         statement of income.  
   
     H.  Cash Equivalents  
  
             For purposes of the Statements of Cash Flows, the  
         Bank considers cash equivalents to be "cash and due  
         from banks."  
  
     I.  Earnings Per Common Share  
  
             Income for primary earnings per share is adjusted  
         for preferred stock dividends.  Earnings per share  
         are computed based on the weighted average number of  
         common shares outstanding.  
  
     J.  Use of Estimates  
  
             The preparation of financial statements in  
         conformity with generally accepted accounting  
         principles requires management to make estimates and  
         assumptions that affect the reported amounts of  
         assets and liabilities and disclosures on contingent  
         assets and liabilities at the date of the financial  
         statements and the reported amounts of revenues and  
         expenses during the reporting period.  Actual results  
         could differ from those estimates.  
  
  (2) Cash and Due From Banks  
  
         The Bank is required to maintain average reserve balances 
     with the Federal Reserve Bank.  "Cash and due from banks"  in 
     the consolidated statements of financial condition include 
     amounts so restricted of $241,000 and $206,000 at December 31,
     1995 and 1994, respectively.  
  
  (3)Investment Securities  
  
         In May 1993, the Financial Accounting Standards Board  
     issued Statement No. 115, "Accounting for Certain Investments 
     in Debt and Equity Securities."  This standard addresses the 
     accounting and reporting for investments in equity securities 
     which have readily determinable fair values and for all  
     investments in debt securities.  Adoption of the new standard 
     was required for fiscal years beginning after December 15, 
     1993.  Bancshares adopted this statement effective January 1, 
     1994.  
          Neither Bancshares nor its subsidiaries engage in  
     securities trading activities.  
  
         An analysis of the amortized cost and market value of the 
     investment portfolio by maturity periods at December 31, 1995 
     follows (in thousands):  
  
                                              Amortized    Market 

                                                Cost       Value 

 
  
     Due within one year                       $ 7,496    $ 7,489 
     Due from one to five years                  6,847      6,861 
     Due from five to ten years                    503        518 
     Due after ten years                         1,304      1,309 
  
       Total investment securities             $16,150    $16,177 

  
         A summary of securities classified as held to maturity and
    available for sale at amortized cost and approximate market 
     values follows (in thousands):  

  
                                  Amortized Cost Maturing        
                           Within  One to   5-10    Over         
                           1 Yr   5 Yrs    Yrs    10 Yrs   Total 

   
  
     December 31, 1995:  
       Held to maturity   
         U. S. Treasury   
           securities     $1,997  $ -     $ -     $ -     $ 1,997 

         Obligations of   
           U. S. agencies   
           and corporations4,968   3,072      92     123    8,255 

         Obligations of   
           states and   
           political   
           subdivisions       31     250     411    -         692 

         Other investments  -         20    -       -          20 

  
             TOTAL        $6,996  $3,342  $  503  $  123  $10,964

  
 
                                           Gross          Approx.

                                         Unrealized       Market

                                       Gains   Losses      Value

                                                   
 
     December 31, 1995:  
       Held to maturity   
         U. S. Treasury securities      $    2   $ -      $ 1,999 
         Obligations of U. S.   
           agencies and corporations         8       11     8,252 
         Obligations of states and   
           political subdivisions           17     -          709 
         Other investments                -        -           20 

             TOTAL                      $   27   $   11   $10,980 

                                        ======   ======   ======= 

  
 
                                Amortized Cost Maturing          
              Amortized Cost Maturing 
                      Within   One to    5-10     Over           
                        1 Yr    5 Yrs     Yrs     10 Yrs    Total 

 
  
   Available for sale  
     Obligations of   
       U. S. agencies  
       and   
       corporations   $  500   $3,505   $ -      $  688   $ 4,693 
         Other   
           investments  -        -        -         493       493 

             TOTAL    $  500   $3,505   $ -      $1,181   $ 5,186 
                      ======   ======   ======   ======   ======= 

  
  
                                           Gross         Approx. 
                                         Unrealized      Market 
                                       Gains  Losses      Value 
          
  
       Available for sale  
         Obligations of U. S.   
           agencies and corporations    $   14   $    3    $4,704 
         Other Investments                -        -          493 

             TOTAL                      $   14   $    3    $5,197 
                                        ======   ======    ======


             Amortized Cost Maturing
                       Within   One to    5-10     Over          
                        1 Yr    5 Yrs     Yrs     10 Yrs   Total 

 
  
  December 31, 1994:  
    Held to maturity   
      U. S. Treasury   
        securities     $3,156   $ -      $ -      $ -      $3,156 
      Obligations   
       of U. S.   
       agencies and  
        corporations    4,505    1,078      214      146    5,943 
       Obligations of   
        states and   
        political   
        subdivisions        9       96      261     -         366 
         Other   
           investments   -          29     -        -          29 

             TOTAL     $7,670   $1,203   $  475   $  146   $9,494 
                       ======   ======   ======   ======   ====== 

  
                                            Gross         Approx. 
                                          Unrealized      Market 
                                        Gains   Losses     Value
                                                       
                                                             
     December 31, 1994:  
       Held to maturity   
         U. S. Treasury   
           securities                   $ -      $   28    $3,128 
         Obligations   
           of U. S.   
           agencies and  
           corporations                      5       67     5,881 
         Obligations of   
           states and   
           political   
           subdivisions                   -          11       355 
         Other investments                -        -           29 
  
             TOTAL                      $    5   $  106    $9,393 
                                        ======   ======    ======

 
 
              Amortized Cost Maturing 
                       Within   One to    5-10     Over          
                        1 Yr    5 Yrs     Yrs     10 Yrs   Total 

  
    Available for sale  
      U. S. Treasury  
        securities     $1,500   $ -      $ -      $ -      $1,500 
      Obligations of  
        U. S. agencies   
        and   
        corporations      950    3,510     -         774    5,234 
         Other   
         investments     -        -        -         472      472 
  
             TOTAL     $2,450   $3,510   $ -      $1,246   $7,206 
                       ======   ======   ======   ======   ====== 

  
 
                                            Gross         Approx. 
                                          Unrealized      Market 
                                        Gains   Losses     Value

 
       Available for sale  
         U. S. Treasury  
           securities                   $ -      $    1    $1,499 
         Obligations of  
           U. S. agencies   
           and corporations                 11       26     5,219 
         Other investments                -        -          472 

             TOTAL                      $   11   $   27    $7,190 
                                        ======   ======    ====== 

  
         Investment securities with aggregate carrying values of 
     approximately $6,882,000 and $5,994,000 at December 31, 1995 
     and 1994, respectively, were pledged to secure public deposits
     as required by law.  
  
         Maturities of mortgage-backed securities are included in 
     obligations of U.S. agencies and corporations and are  
     classified by contractual (stated) maturity dates.  Expected 
     maturities may differ from contractual maturities because  
     borrowers may have the right to call or prepay obligations 
     with or without call or prepayment penalties.  During 1995, 
     $75,000 of mortgage-backed securities were paid out prior to 
     maturity.  
  
  (4)Loans  
  
         Major classifications of loans at December 31, 1995 and 
     1994 are as follows:  
  
                                              December 31,       

                                          1995           1994    
     Commercial, financial and   
       agricultural                    $26,762,289   $27,721,641 
 
     Real estate                         2,189,211     3,066,572 
 
     Installment                         5,600,871     4,022,406 
 
                                        34,552,371    34,810,619 
 
     Less:  Unearned income                 (6,795)      (35,553) 
  
                                       $34,545,576   $34,775,066 
                                       ===========   =========== 

 
  
         The Bank has had transactions, in the ordinary course of 
     business, with officers and directors of Bancshares and of the
     Bank, their immediate families and companies of which the  
     directors are principal owners.  All such transactions were 
     on substantially the same terms, including interest rates and 
     collateral on loans, as those prevailing at the same time for 
     comparable transactions with others and did not involve more 
     than normal risk of collectibility or present other  
     unfavorable features.  Loans to these persons and the related 
     activity for 1995 are summarized as follows:  
  
     Balance, January 1, 1995                         $1,457,428 
     Additions                                           547,572 
     Payments and persons no longer with the bank       (276,538) 
     Balance, December 31, 1995                       $1,728,462 
                                                      ========== 

 
  
         A summary of transactions in the allowance for loan losses
     follows:  
 
                                    Year Ended December 31,      
 
                                 1995        1994        1993    

  
     Balance, beginning of year$ 502,145   $ 620,795   $ 545,754 
     Losses charged to allowance (17,526)    (34,944)    (37,504) 
     Recoveries credited to   
       allowance                 119,207      96,294     112,545 
     Recovery credited to   
       expense                  (100,000)   (180,000)       -    
                               ==========   ==========  =========

 
     The Bank had non-performing loans on non-accrual status  
     aggregating approximately $84,000 at December 31, 1995 and 
     $30,000 at December 31, 1994.  During the years ended December
     31, 1995 and December 31, 1993, the Bank recognized  
     approximately $4,000 and $1,000, respectively in interest  
     income related to these loans.  No interest income was  
     recognized in 1994.  Had all the non-performing loans during 
     the years been accruing interest at their contracted rates, 
     approximately $4,000, $3,000 and $5,000 of additional interest
     income would have been recognized for 1995, 1994 and 1993, 
     respectively.  
  
  
 (5) Bank Premises and Equipment  
  
         Major classification of these assets at December 31, 1995 
     and 1994 are summarized as follows:  
  
                                             1995         1994   

  
     Land                                 $   10,000   $     -   
     Buildings                               652,526      583,026 
     Leased assets and improvements        1,976,310    1,976,310 
     Furniture and equipment               1,023,414      884,452 
                                           3,662,250    3,443,788 
     Accumulated depreciation and   
       amortization                        1,578,835    1,267,321 
                                          $2,083,415   $2,176,467 
                                          ==========   ========== 

  
         Depreciation and amortization amounted to $302,965,  
     $274,605, and $273,982 for 1995, 1994 and 1993, respectively. 

 
 (6) Deposits  
  
         A summary of interest expense on deposit accounts follows:


                                     Year Ended December 31,     

                                  1995        1994        1993   

  
     NOW accounts              $  111,664  $  112,841  $  113,267 
     Money market investment   
       accounts                   142,802     118,670     140,271 
     Savings deposits             205,396     240,710     254,577 
     Other time and certificates   
       of deposits              1,213,304     905,733     778,733 
                               $1,673,166  $1,377,954  $1,286,848 
                               ==========  ==========  ==========

 
 
     Interest expense on certificates of deposits of $100,000  
     or more for 1995, 1994 and 1993 was approximately $349,000, 
     $307,000, and $212,000, respectively.  
  
  
 (7) Notes Payable  
  
     Notes payable to the Federal Home Loan   
     Bank of Dallas, secured by all first  
     mortgage documents relating to one-to-four  
     family residential dwellings in the amount   
     of $5,014,000.   
  
  
                                             1995         1994   

  
 120 monthly installments, 5.9 percent    $  485,563   $  530,897 
 96 monthly installments, 7.34 percent     1,195,883    1,323,272 
                                          $1,681,446   $1,854,169 
                                          ==========   ========== 

  
     Maturities of long-term debt are as follows:  
  
             1996                            $  201,396          

             1997                               215,885          
 
             1998                               231,426          
 
             1999                               248,096          
 
             2000                               265,976          
 
             thereafter                         518,667          
 
                                             $1,681,446          
                                             ==========         
 
 
  
  
 (8) Stockholders' Equity  
  
         On October 31, 1988 Bancshares exchanged approximately 85 
     percent of its then outstanding 10% subordinated debentures 
     for Class B common stock and $2.70 cumulative preferred stock. 
     Bancshares sold 14,700 shares of $.50 cumulative preferred 
     stock and 14,700 shares of Class B common stock in 1989 and 
     7,200 shares of $.50 cumulative preferred stock and Class B 
     common stock in 1990 (some of which was sold to Directors of 
     Bancshares).  Dividends required on the cumulative preferred 
     stock at year end are deducted from the net income to reflect 
     the net income applicable to common shareholders.  No  
     dividends may be paid on common stock until all unpaid     
     dividends on preferred stock have been paid.  The Board of  
     Directors declared a $.675 dividend on the $2.70 preferred  
     stock, paid on January 4, 1995.  
  
         The holders of the preferred stock have no voting rights. 
     In the event of any liquidation or dissolution of Bancshares, 
     the $2.70 preferred stock shareholders are entitled to receive
     $27.00 per share, plus accrued and unpaid dividends to the 
     date of payment, before any distribution may be made to the 
     holders of the $.50 preferred or common stock and the $.50 
     preferred stockholders are entitled to receive $5.00 per  
     share, plus accrued and unpaid dividends to the date of  
     payment, before any distribution may be made to the holders 
     of the common stock.  The $2.70 cumulative preferred stock is 
     redeemable in whole or in part at the Company's option  
     beginning in 1995, providing that all cumulative dividends 
     have been paid.  
  
         The Class B common stock does not differ from the Class 
     A common stock except that Class A common stock has a par  
     value of $5 per share and Class B common stock has no par  
     value.  
  
 
 (9) Operating Expenses  
  
         Details of operating expenses are as follows:  
   
                                1995         1994         1993   

  
     Salaries and employee   
       benefits              $1,035,568   $  971,555   $  954,032 
     Expenses related to other   
       real estate and   
       repossessed property,   
       net of rental income on   
       these properties           9,162        7,875        4,280 
     Net occupancy expense      432,538      426,224      456,439 
     Equipment and computer   
       expense                  204,004      193,233      182,245 
     Professional fees and   
       services                 131,828      128,352      159,705 
     FDIC and other insurances   89,536      140,606      145,575 
     Directors' fees             90,677       64,000       75,000 
     Advertising and public   
       relations                 37,639       34,778       38,177 
     Stationery and supplies     38,557       42,418       40,516 
     Other operating expenses   209,278      204,161      180,677 
                             $2,278,787   $2,213,202   $2,236,646 
                             ==========   ==========   ==========
(10)Income Taxes  
  
         The actual tax expense differs from the "expected" tax 
     expense (computed by applying the U. S. federal corporate tax 
     rate of 34 percent in 1995, 1994 and 1993 to earnings before 
     income taxes) as follows:  

                                  1995        1994        1993   

     Computed "expected" tax   
       expense                 $ 251,657   $ 269,829   $ 200,315 
 
     Increase (decrease) in tax   
       resulting from:  
         Tax-exempt interest      (7,586)     (2,927)     (1,215) 
         Non-deductible   
           interest expense          809       1,274          57 

        Net operating loss   
           carryforwards   
           utilized to offset   
           income tax   
           expense              (248,950)   (207,175)   (221,663) 

       Discount accretion          6,559     (15,467)       -    

       Other, net                 (2,489)    (45,534)     22,506 

 
           Total tax expense   $   -0-     $   -0-     $   -0-   
                               =========   =========   ========= 

  
         An analysis of deferred income taxes follows:  
  
                                  1995        1994        1993   

 
  
     Depreciation expense for   
       tax reporting in excess   
       of amount for financial  
       reporting                $   (412)  $  34,712   $  16,608 
 
     Provision for loan losses   
       for financial reporting   
       less than (in excess of)       
       amount for tax reporting   34,000      61,200     (51,028) 

     Other real estate gain   
       (write-offs) for financial   
       statement reporting in   
       excess of amount for tax   
       reporting                    -           -         21,628 
     Other, net                   13,208       1,137      (9,546) 

     Capitalized leases          (15,931)    (18,668)    (21,145)
 
     Recognition of tax benefit   
       of net operating loss   
       carryforward for   
       financial statement   
       purposes limited to the   
       amount of deferred tax   
       credits                    136,089    202,497     221,595 

                                                        
         Total deferred income   
           taxes                $ 166,954  $ 280,878   $ 178,112 
                                =========  =========   ========= 

 
  
         At December 31, 1995, Bancshares has net operating loss 
     carryforwards of approximately $124,000 for income tax  
     purposes.  These carryforwards, if not utilized to offset  
     taxable income, will expire in years through 2005.  
  
  
(11) Commitment and Contingent Liabilities  
  
         In the normal course of business, the Bank has outstanding
     commitments and letters of credit which are not reflected in 
     the consolidated financial statements.  At December 31, 1995 
     and 1994, letters of credit outstanding totaled $838,950 and 
     $814,500, respectively.  Management does not expect any loss 
     as a result of these transactions.  
  
  
(12) Regulatory Matters  
  
         At periodic intervals, both the State Office of Financial 
     Institutions examiners and the FDIC routinely examine the  
     Bank's financial statements as part of their legally  
     prescribed oversight responsibility of the Banking industry. 

 
     Based on these examinations, the regulators can direct that 
     the Bank's financial statements be adjusted in accordance with
     their findings.  
  
         The regulators have not proposed significant adjustments 
     to the Bank's financial statements in prior years.  However, 
     in view of the increasingly uncertain regulatory environment 
     in which the Bank now operates, the extent, if any, to which 
     a forthcoming regulatory examination may ultimately result in 
     adjustments to the 1995 financial statements cannot presently 
     be determined.  

 (13) Parent Company  
  
         Summarized financial information for Bancshares (parent 
     company only) follows:  
  
     A.  Statements of Condition  
  
                                            1995         1994    

  
         Assets:  
           Cash                         $    11,971   $  113,665 
 
           Investment in 100 percent   
             of the outstanding common   
             stock of subsidiaries        5,641,127    5,158,143 
 
           Other assets                       8,915        5,519 

 
                                        $ 5,662,013  $ 5,277,327 
                                        ===========  =========== 

 
  
         Liabilities:  
           Dividends payable            $      -     $    98,333 

  
         Stockholders' equity:  
           $2.70 cumulative preferred   
             stock                        3,481,115    3,497,320 
 
           $.50 cumulative preferred   
             stock                          107,310      107,310 

           Class A common stock           1,050,000    1,050,000 
 
           Class B common stock              17,088       17,088 

           Capital surplus                2,039,004    2,039,004 

           Accumulated deficit           (1,023,669)  (1,504,893) 

           Treasury stock                   (15,835)     (15,835) 

           Net unrealized loss on   
             securities available   
             for sale                         7,000      (11,000) 

                                          5,662,013    5,178,994 
 
                                        $ 5,662,013  $ 5,277,327 
                                        ===========  =========== 

 
  
    B.  Statements of Operations  
  
                                    1995      1994       1993    

  
         Dividends received from   
           subsidiaries           $ 12,150  $115,000  $  489,884 
 
         Other income                  426       224       1,585 
 
         Other expenses               (382)   (1,209)       (455) 

             Income before equity   
               in undistributed   
               earnings of   
               subsidiaries and   
               income tax benefit   12,194   114,015     491,014 

  
         Equity in undistributed   
           earnings of subsidiaries 464,975   394,101     588,196 

 
             Net income           $477,169  $508,116  $1,079,210 
                                  ========  ========  ========== 

 
     C.  Statements of Cash Flows  
  
                                  1995        1995       1994    

 
  
         Cash flows from operating   
           activities:  
             Net income         $ 477,169  $ 508,116  $1,079,210 

             Adjustments to   
               reconcile net    
               income to net cash  
               used in operating   
               activities:  
               (Increase) decrease   
                 in undistributed   
                 earnings of  
                 subsidiaries    (477,135)  (394,091)   (683,280) 

                   Net cash   
                     provided  
                     by operating   
                     activities        34    114,025     395,930 

 
         Cash flows from investing   
           activities:  
             Change in other   
               assets              (3,396)    (3,147)         (7) 

        Cash flows from financing   
           activities:  
                   Dividends paid  (98,332)  (393,325)       -   

  
                  Net increase  
                    (decrease)   
                    in cash      (101,694)  (282,447)    395,923 
 
  
         Cash, beginning of year  113,665    396,112         189 

  
         Cash, end of year      $  11,971  $ 113,665  $  396,112 
                                =========  =========  ========== 

 
  
         Bancshares' primary source of working capital is dividends
     from the Bank.  At December 31, 1995, approximately $859,000 
     of the Bank's net assets were available for dividends to  
     Bancshares without seeking regulatory approval.  
  
  
(14) Concentration of Credit Risk  
  
         The Bank grants commercial and individual loans to  
     customers throughout the state.  Although the Bank has a  
     diversified loan portfolio, a substantial portion of its  
     debtors' ability to honor their contracts is dependent upon 
     the local economy.  
  
         The Bank maintains its cash in bank deposits at high  
     credit quality financial institutions.  The balances, at  
     times, may exceed federally insured limits.  
  
(15) Financial Instruments with Off-Balance-Sheet Risk  
  
         In the normal course of business, Guaranty Bank is a party
     to financial instruments which are not recorded in the  
     consolidated financial statements.  These financial  
     instruments include commitments to extend credit and letters 
     of credit.  
  
         Loan commitments and lines of credit represent Bank  
     commitments to lend funds at specific rates, with fixed  
     expiration or review dates and for specific purposes.  These 
     commitments are agreements to fund loans if all conditions in 
     the agreement are met.  For overdraft lines of credit, the 
     Bank has the right to change or terminate the terms and  
     conditions of the credit agreement at any time with  
     appropriate notice.  

        Since many commitments and unused overdraft lines of  
     credit are never actually drawn upon, the unfunded amounts do 
     not necessarily represent future funding requirements.  The 
     Bank evaluates each customer's credit worthiness on an  
     individual basis.  The amounts of collateral obtained, if any,
     upon extension of credit is based on the credit worthiness of 
     the customer.  The Bank uses the same credit policies in  
     making conditional obligations as it does for on-balance sheet
     instruments.  
  
         The Bank's exposure to credit loss in the event of  
     nonperformance by the other party to the financial instrument 
     for letters of credit is represented by the contract or  
     notional amount of those instruments.  Letters of credit are 
     conditional commitments issued by the Bank to guarantee  
     performance to a third party.  
  
         Financial instruments whose contract amounts represent 
     credit risk:  
  
               Letters of credit                       $  838,960 

               Unused overdraft lines of credit           160,000 

               Loan commitments                         4,033,000 

  
  
(16) Leases  
  
         During the year ended December 31, 1991, the Bank entered 
     into a sale and leaseback agreement with regard to the bank 
     building and the grounds on which it is located.  Under the 
     agreement, the Bank leased back a portion of the building for 
     a term of fifteen years which is accounted for as a capital 
     lease.  Also, the Bank leased the grounds on which the  
     building is located for a term of fifteen years.  The lease 
    of the grounds is accounted for as an operating lease.  
  
         The future minimum lease payments under the capitalized 
     lease and the present value of the net minimum lease payments 
     as of December 31, 1995, are as follows:  
  
         December 31,  
  
            1996                                  $  252,744     
 
            1997                                     252,744     

            1998                                     252,744     

 
            1999                                     252,744     

 
            2000                                     252,744     

 
           Thereafter                              1,390,097     

 
  
             Total minimum lease payments          2,653,817     

 
  
             Less amount representing interest     1,022,083     

 
  
             Present value of minimum lease payments   
               including current maturities of   
               $84,202                            $1,631,734     
                                                  ==========    
 
 
  
         The following is a schedule by year of future minimum  
     rental payments under the operating lease as of December 31, 

     1995:  
  
         December 31,  
  
            1996                                    $135,696     

 
            1997                                     135,696     

 
            1998                                      67,848     

 
  
                                                    $339,240     
                                                    ========     

 
  
         Although the term of the lease is (15) fifteen years, the 
     rental payments are to be made over (7 1/2) seven and one-half
     years.  Half of the rental payments are expensed and half are 
     recorded as prepaid rent to be amortized over the last (7 1/2)
     seven and one-half years of the lease.  Rent expense is  
     approximately $67,848 for each of the years ended December 31,
     1995, 1994 and 1993, and $305,493, and $237,845 are included 
     in other assets at December 31, 1995 and 1994, respectively. 

  
(17) Fair Value of Financial Instruments  
  
         Generally accepted accounting principles require  
     disclosure of fair value information about financial  
     instruments for which it is practicable to estimate fair  
     value, whether or not the financial instruments are recognized
     in the financial statements. When quoted market prices are not
     available, fair values are based on estimates using present
     value or other valuation techniques.  Those techniques are 
     significantly affected by the assumptions used, including the
     discount rate and estimates of future cash flows. The derived
     fair value estimates cannot be substantiated through
     comparison to independent markets and, in many cases, could
     not be realized in immediate settlement of the instrument. 

  
         Certain financial instruments and all non-financial  
     instruments are excluded from these disclosure requirements. 
     Further, the disclosures do not include estimated fair values 
     for items which are not financial instruments but which  
     represent significant value to the Bank, among them, core  
     deposit intangibles, loan servicing rights and other fee-  
     generating businesses. Accordingly, the aggregate fair value 
     amounts presented do not represent the underlying value of the
     Bank.  
  
         The carrying amount of cash, short-term investments,  
     demand deposits and short-term borrowings approximates the 
     estimated fair value of these financial instruments. The  
     estimated fair value of securities and off-balance-sheet  
     instruments is based on quoted market prices or dealer quotes.
     The estimated fair value of loans is estimated by discounting 
     the future cash flows using the current rates at which similar
     loans would be made to borrowers with similar credit ratings 
     and for the same remaining maturities. The estimated fair  
     value of deposits, savings accounts and certain money market 
     deposits is the amount payable on demand at the reporting  
     date. The estimated fair value of fixed-maturity certificates 
     of deposit is estimated using the rates currently offered for 
     deposits of similar remaining maturities. Rates currently  
     available to the Bank for debt with similar terms and  
     remaining maturities are used to   estimate fair value of  
     existing debt. The estimated fair values of commitments to 
     extend credit and all types of letters of credit were  
     established using the fees currently charged to enter into 
     similar agreements. The aggregate fair value of these  
     commitments and letters of credit was immaterial.  

         The estimated fair values of the Bank's financial  
     instruments at December 31, 1995 follows (in thousands):  
   
                                                Carrying    Fair 

 
                                                 Amount     Value 

                                                               
     ASSETS  
       Cash and due from banks and  
         short term investments                 $ 6,555   $ 6,555 

       Securities available for sale              5,186     5,197 

       Securities held to maturity               10,964    10,980 

       Loans, net of unearned income  
         and the allowance for loan  
         losses                                  34,042    35,324 

  
     LIABILITIES  
       Deposits                                  50,770    49,425 

       Long-term debt and obligation  
         under capital lease                      3,313     3,400 

  
(18) Subsequent Event  
  
         By board resolution dated February 12, 1996, the Company 
     approved a plan of reorganization.  As part of the  
     reorganization, the Articles of Incorporation will be amended 
     as follows:  
  
     1.      The authorized number of shares of common stock  
         (no par value) will be changed from 210,000 shares to  
         1,500,000 shares.  
  
     2.      Each issued share of $2.70 cumulative preferred  
         stock will be changed into shares of class B common  
         stock (no par value, designated simply as common).  
  
     3.      Each issued share of $.50 cumulative preferred  
         stock will be changed into shares of common stock (no  
         par value).  
  
         Also, the board resolved to declare and pay a dividend to 
     the holders of record of $2.70 cumulative preferred shares on 
     the day before the effective date of the plan of  
     reorganization.  These dividends will be effective only if the
     plan of reorganization becomes effective.    

         Should the reorganization become effective, the Company 
     will borrow a maximum of $1,000,000, secured by the Company's 
     shares of Guaranty Bank & Trust Company of Morgan City.  
  
         The plan of reorganization adopted and recommended by the 
     board is to become effective upon approval by 80% of the  
     shareholders.  The plan of reorganization will be presented 
     to the shareholders for vote in April, 1996.  Subsequent to 
     the approval by the shareholders, the United States Federal 
     Reserve Bank and the State of Louisiana Office of Financial 
     Institutions must approve the plan of reorganization.