SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM 10-K
   
 X  Annual Report Pursuant To Section 13 or 15 (d) of the Securities
Exchange Act of 1934(Fee Required)          
                           ----------------
                           
              For the fiscal year ended December 31, 1996
                    Commission file number: 0-10929
                                  or
    Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934                       

                GUARANTY BANCSHARES HOLDING CORPORATION
        (exact name of registrant as specified in its charter)
     Louisiana                          72-0933277
   (State of incorporation)    (I.R.S. Employer Identification No.)

          1201 Brashear Avenue, Morgan City, Louisiana  70380
         (address of principal executive offices and zip code)
  Registrant's telephone number, including area code:  (504) 384-2813
                                           
     SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
                                 None
     SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
                         Title of each class:  

                 Class A Common Stock, $5.00 par value
                  Class B Common Stock, No par value

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
                          Yes  X     No     
                                           
State the aggregate market value of the voting stock held by
nonaffiliates of the Registrant: (Total number of shares held by non-
affiliates: See Part II, Item 5.)
                                           
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of the latest practicable date.  

Class A Common Stock, $5 Par Value, 210,000 shares outstanding as of
March 10, 1997
Class B Common Stock, No Par Value, 170,877 shares outstanding as of
March 10, 1997

                  Documents Incorporated by Reference

Annual Report to Shareholders for the                     
  Year Ended December 31, 1996                Parts I, II and IV    



                              PART I

Item 1.  Business

   Guaranty Bancshares Holding Corporation (Bancshares) was incorporated
under the laws of the State of Louisiana in 1982.  On January 13, 1983,
Guaranty Bank & Trust Company of Morgan City (the Bank) was reorganized
pursuant to a Reorganization and Merger Agreement (the Merger) whereby
the Bank was merged into a subsidiary of Bancshares with the effect that
the Bank became a wholly owned subsidiary of Bancshares.  Prior to
January 13, 1983, Bancshares had no material activity.  Bancshares is
currently engaged, through the Bank, in banking and related business. 
The Bank is Bancshares' principal asset and source of revenue, and since
Bancshares is a one bank holding company, it shares a common
directorship with the Bank.

The Bank

   The Bank was organized in 1966 under the laws of the State of
Louisiana and is a full service commercial bank in the business of
gathering deposits and employing these funds by extending credit and
investing in securities and other income earning assets.

   The Bank has no material concentration of deposits from any single
customer or group of customers except that approximately 6.5 percent of
the Bank's total deposits at December 31, 1996 were those of public
bodies, including parish and municipal districts.  Deposits of public
bodies in excess of amounts insured by the Federal Deposit Insurance
Corporation (the F.D.I.C.) are secured by pledges of certain of the
Bank's securities against the deposit amounts.  Management of the Bank
has no reason to believe that the loss of several of these public
deposit accounts would have a materially adverse effect upon the
operations of the Bank or the soundness of its deposit base although
there has been a recent trend for these bodies to invest excess funds
directly in the securities market rather than in interest bearing bank
deposits with the Bank and competing local financial institutions.  No
significant portion of its loans is concentrated within a single
industry or group of related industries, except that approximately 20.2
percent of the loans are in the oil field services and maritime support
and transportation industries and 25.8 percent are in real estate
related activities.  There are no material seasonal factors that would
have any adverse effect on the Bank.  The Bank does not rely on foreign
sources of funds or income.

   The Bank's general market area is in East St. Mary Parish, Louisiana,
which has a population of approximately 35,000.

   Economic activity in the area is diversified, with emphasis on
manufacturing, oil and gas, agriculture and maritime support and
distribution services.  Commercial banking in the marketing area served
by the Bank is highly competitive.  The Bank competes with five banks
and three savings and loan institutions located in East St. Mary Parish. 

   Further competition is provided by other banks located in St. Mary
Parish and by banks and other financial institutions, including savings
and loan associations, insurance companies, finance companies, credit
unions, factors and pension trusts located elsewhere in Louisiana,
principally institutions in Lafayette, Houma, Baton Rouge and New
Orleans, all of whose advertising media cover the Bank's market area.

   Interest rates on loans are substantially the same among banks
operating in the market area served.  Competition among banks for loans
is generally governed by such factors as loan terms, other than interest
charges, restrictions on borrowers, compensating balances, and other
services offered by the Bank.

Employees

   Bancshares has no employees (active officers of Bancshares are
employed by the Bank).  As of March 10, 1997 the Bank had 31 full-time
employees and 1 part-time employee.  There are no unions or bargaining
units which represent the employees.  The Bank considers its
relationship with its employees to be excellent.  Employee benefit
programs provided by the Bank include group life and health insurance,
paid vacations and sick leave.


Supervision and Regulation

   The Bank is subject to regulation and regular examinations by the
Louisiana Office of Financial Institutions and by the Federal Deposit
Insurance Corporation (FDIC).  Applicable regulations relate to
reserves, investments, loans, issuance of securities, branching, and
other aspects of its operations.

   Bancshares is a bank holding company within the meaning of the Bank
Holding Company Act of 1956, as amended (the Act), and is thereby
subject to the provisions of the Act and to regulations by the Board of
Governors of the Federal Reserve System (the Board).

   Bancshares is required to file with the Board annual reports and other
information regarding its business operations and those of its
subsidiaries.  It is also subject to examination by the Board and is
required to obtain Board approval prior to acquiring, direct or
indirectly, ownership or control of any voting shares of any bank if,
after such acquisition, it would own or control, directly or indirectly,
more than 5% of the voting stock of such bank, unless it already owns
a majority of the voting stock of such bank.  Furthermore, a bank
holding company is, with limited exceptions, prohibited from acquiring
direct or indirect ownership or control of more than 5% of the voting
stock of any company which is not a bank or a bank holding company, and
must engage only in the business of banking or managing or controlling
banks or furnishing services to or performing services for its
subsidiary banks.  One of the exceptions to this prohibition is the
ownership of shares of a company the activities of which the Board has
determined to be so closely related to banking or managing or
controlling banks as to be a proper incident thereto.

   Whether or not a particular non-banking activity is permitted under
the Act, the Board is authorized to require a holding company to
terminate any activity, or divest itself of any non-banking subsidiary,
if in its judgment the activity or subsidiary would be unsound.

   In addition to the limitations of Louisiana law with respect to the
ownership of banks described below, the ownership or control of voting
shares of a second bank by a bank holding company, is restricted by the
Bank Holding Company Act unless the prior approval of the Federal
Reserve Board is obtained.

   Bancshares is also subject to provisions of the Louisiana Bank Holding
Company Act which permits acquisitions of banks or bank holding
companies.  Other provisions of the Act prohibit subsidiaries of a bank
holding company from engaging in any business other than those closely
related to banking.  The Louisiana Office of Financial Institutions is
authorized to administer the Louisiana Act by the issuance of orders and
regulations.  At present, prior approval of the Commissioner of
Financial Institutions would not be required for the formation and
operation of a non-bank subsidiary of Bancshares if its activities meet
the requirements of the Louisiana Act.

   The Bank is subject to regulation and supervision, of which regular
bank examinations are a part, by the Louisiana Office of Financial
Institutions.  The Bank is a member of the FDIC which currently insures
the deposits of each member bank to a maximum of $100,000 per depositor. 
For this protection, each bank pays a statutory assessment and is
subject to the rules and regulations of the FDIC.  The Bank is not a
member of the Federal Reserve System.  However, upon consummation of the
Merger, Bancshares became a "affiliate" of the Bank within the meaning of
the Federal Reserve Act and the Federal Deposit Insurance Act which
impose restrictions on loans by the Bank to Bancshares, investments by
the Bank in the stock or securities of Bancshares, and on the use of
such stock or securities as collateral security for loans by the Bank to
any borrower.  Bancshares is also subject to certain restrictions with
respect to engaging in the business of issuing, flotation, underwriting, 
public sale and distribution of securities.

   The Board of Directors of Bancshares has no present plans or
intentions to cause Bancshares to engage in any substantial business
activity which would be permitted to it under the Act or the Louisiana
Act but which is not permitted to the Bank; however, a significant
reason for formation of the one-bank holding company was to take
advantage of the additional flexibility afforded by the structure if the
Board of Directors concludes that such action would be in the best
interest of its shareholders.


Regulatory Matters

   At periodic intervals, both Louisiana Department of Financial
Institutions examiners and the FDIC routinely examine 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 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
examinations may ultimately result in adjustments to the 1996 financial
statements cannot presently be determined.

Statistical Information

   The following tables contain additional information concerning the
business and operations of Bancshares and its subsidiaries and should
be read in conjunction with the Consolidated Financial Statements of the
Registrant and Management's Discussion and Analysis of Financial
Condition and Results of Operations.

    
I.  DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY:     
INTEREST RATES AND INTEREST DIFFERENTIAL

     The information called for in this item is included in Bancshares'
     Annual Report to Shareholders on page 13 and is incorporated herein
     by reference. 

II.     INVESTMENT PORTFOLIO

      Carrying values of securities held are as follows (in thousands
      of dollars):

                                         December 31         
                                 1996         1995         1994
Hold to Maturity

U.S. Treasury                 $   250      $ 1,997      $ 3,156
U.S. Agencies and  
 Corporations                  11,898        8,255        5,943
States and Political 
 Subdivisions                     661          692          366
Other Investments                   9           20           29
                              -------      -------      -------
                              $12,818      $10,964      $ 9,494
                              =======      =======      =======

Available for Sale

U.S. Treasury                 $   -        $   -        $ 1,499
U.S. Agencies and 
 Corporations                   4,134        4,704        5,219
Federal Home Loan
 Bank Stock, Restricted           364          343          322
Other Investments                 150          150          150
                              -------      -------      -------
                              $ 4,648      $ 5,197      $ 7,190
                              =======      =======      =======


Carrying values, maturities and average yields of securities held are
as follows (in thousands of dollars):

                                      December 31, 1996       
                              Amortized     Average      Market
                                Cost         Yield        Value
Hold to Maturity
U.S. Treasury                     
  Due within one year          $   251        5.6%      $   251
                               -------       ----       -------
             
U.S. Agencies and
  Corporations
  Due within one year            8,695        5.3         8,698
  One to five years              3,083        6.6         3,080
  Five to ten years                 26        9.0            27
  After ten years                   93        7.9            94
                               -------                  -------
                                11,897        5.7        11,899
                               -------       ----       -------
 
States and Political
  Subdivisions
  Due within one year               30        5.6            30
  One to five years                303        5.6           309
  Five to ten years                328        5.7           334
                               -------                  -------   
                                   661        5.6           673
                               -------       ----       -------
Other Investments
  One to five years                  9       18.0             9
                               -------                  -------
                               $12,818        5.6%      $12,832
                               =======       =====      =======
Available for Sale

U.S. Agencies and
  Corporations
  Due within one year          $ 2,500        5.8         2,519
  One to five years              1,001        5.6         1,008
  Over ten years                   608        6.4           607
                               -------                  -------
                                 4,109        5.8         4,134
                               -------       ----       -------
Other Investments
Federal Home Loan
  Bank Stock                   $   364        6.0       $   364
Other Investments                  150          -           150
                               -------       ----       -------
                                   514        4.2           514
                               -------       ----       -------        
                               $ 4,623        5.6%      $ 4,648
                               =======       ====       =======


                                  December 31, 1995      

Held to Maturity

U. S. Treasury
 Due within one year          $ 1,997         4.7%      $ 1,999
                              -------        ----       -------


U. S. Agencies and 
 Corporations
 Due within one year            4,968         5.6         4,959
 One to five years              3,072         5.3         3,070
 Five to ten years                 92        10.9            97
 After ten years                  123         8.0           126
                              -------                   -------
                                8,255         5.6         8,252
                              -------        ----       -------

States and Political
 Subdivisions
 Due within one year               31         5.7            31
 One to five years                250         5.6           257
 Five to ten years                411         5.7           421
                              -------                   -------
                                  692         5.7           709
                              -------        ----       -------
Other investments
 One to five years                 20        18.0            20
                              -------        ----       -------
                              $10,964         5.7%      $10,980
                              =======       =====       =======

Available for Sale
U.S. Agencies and
 Corporations                  
 Due within one year          $   500         4.1       $   499
 One to five years              3,505         6.0         3,515
 Over ten years                   688         6.7           690
                              -------                   -------
                                4,693         5.9         4,704
                              -------        ----       -------

Other Investments
 Federal Home Loan
   Bank Stock                     343         6.2           343
Other Investments                 150           -           150
                              -------        ----       -------   
                                  493         4.3           493
                              -------        ----       -------
                              $ 5,186         5.7%      $ 5,197
                              =======        ====       =======


   The weighted average yields shown have been computed by relating
the forward income stream on the investments, plus or minus the
anticipated accretion of discounts or amortization of premiums, to the
book value of the securities.  This in turn is stated at cost, adjusted
for previous amortization or accretion.  Average yields on issues of
states and political subdivisions have not been computed on a tax
equivalent basis.


III.    LOAN PORTFOLIO

   A.   Types of Loans

             The amount of loans outstanding is shown in the following
        table according to type and concentration of loans (in thousands
        of dollars):

                                          December 31          
                                    1996       1995       1994 
                                    ----       ----       ----

        Commercial, financial 
              and agricultural   $26,659    $24,166   $ 24,652
        Real estate:
           Construction            2,081      2,594      3,070 
           Mortgage                2,850      2,189      3,066
        Installment                6,562      5,603      4,022
                                  ------     ------     ------
                                  38,152     34,552     34,810
        Less unearned income          10          6         35
                                  ------     ------     ------
                                 $38,142    $34,546    $34,775  
                                  ======     ======     ======

        The loan portfolio contains no foreign loans.

B. Maturities and Sensitivities of Loans to Changes in Interest Rates

        The following table presents the maturity distribution and
   sensitivity to interest rate changes of the loan portfolio at December
   31, 1996, excluding those on non-accrual status.  In thousands of
   dollars:

Fixed rate loans with remaining maturity of:
Three months or less                                        $ 3,502
Over Three months through twelve months                       3,549
Over one year through five years                             13,977
Over five years                                               3,863
                                                            -------
     Total fixed rate loans                                  24,891
                                                            -------
Floating rate loans with a repricing frequency of:
Quarterly or more frequently                                 10,707
Annually or more frequently, but less
  frequently than quarterly                                   1,148
Every five years or more frequently,
  but less frequently than annually                             866
Less frequently than every five years                           395
                                                            -------
   Total floating rate loans                                 13,116
                                                            -------
   Total loans                                              $38,007
                                                            =======


C. Risk Elements

        The following table sets forth the nonaccrual, past due and
   restructured loans.

                                      December 31     
                                 1996     1995     1994
                                    (in thousands)
Interest accruing loans past due
   90 days or more:

   Commercial, financial and
      agricultural               $  0     $  0    $  15
   Loans secured primarily 
      by real estate mortgages      0        0      152
   Installment                      0        0        1
                                 ----     ----     ----
                                $   0    $   0    $ 168
                                 ====     ====     ====

   Nonaccrual loans             $ 145    $  84    $  30 
                                 ====     ====     ====

   At year end 1996, the loan portfolio contained no loans which had
been restructured.

   Loans are placed on nonaccrual status when principal or interest is
due and remains unpaid for ninety or more days, unless the loan is both
well secured and in process of collection, or when management determines
that the collateral position in the loan has deteriorated to a position
where collection of principal and interest is questionable.

   During the years ended December 31, 1996 and December 31, 1995, the
Bank recognized approximately $2,000 and $4,000, respectively in interest
income realted 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 $13,000, $4,000 and $3,000 of 
additional interest income would have been recognized for 1996, 1995,
and 1994, respectively.


Potential Problem Loans

   As of December 31, 1996, the subsidiary bank identified no potential
problem loans, i.e. loans which are now current where there are serious
doubts as to the ability of the borrower to comply with repayment terms.
No significant losses are anticipated in outstanding extensions of credit.

   At December 31, 1996, there were no loans classified as past due 90 days
or more and on which interest was being accrued.

   The following identifies the loan which is accounted for on a
nonaccrual basis as of December 31, 1996 (in thousands):

Nonaccrual Loans:

   Commercial Real Estate            $145

   The maritime, oil field, real estate and service industries in
particular had been adversely affected by the decline in petroleum
related activities in the Bank's market area.  The area has experienced
a recovery in this industry in recent years.  Whether the recovery will
continue depends on the worldwide petroleum industry.  The Bank's
collateral position in those loans in those industries is such that any
potential losses which may be sustained will not be significant.

Loan Concentrations

   Following is a summary of gross loans and lease outstanding as of
December 31, 1996, by major industry classifications (in thousands):

Oil and gas                                  $3,629       9.5%
Construction - contractors                    2,569       6.7
Manufacturing:
   Wood products                                585       1.5
   Book Binding                                 242        .6
   Other                                         55        .2
                                              -----      ----
                                                882       2.3
Transportation:                               
   Maritime                                   2,454       6.4
   Transportation and Warehousing             1,611       4.2
Sanitary Services                               350        .9
Wholesale and retail trade                    3,700       9.7
Real estate                                   9,838      25.8

Services:
   Insurance and Legal                           97        .3
   Hotel and Motel                            1,610       4.2
   Health and Beauty                          1,298       3.4
   Automotive Repair and Services               786       2.1
   Miscellaneous repair                       1,463       3.8
   Membership and religious organizations       100        .3 
                                              -----      ----
                                              5,354      14.1

Private households                            7,765      20.4 
                                             ------     -----
         Total                              $38,152     100.0%
                                             ======     =====

   The above table includes unearned income on installment and real
estate loans.



IV.     SUMMARY OF LOAN LOSS EXPERIENCE

        The following table summarizes the activity in the allowance for
   loan losses arising from loans charged off, recoveries of loans
   previously charged off, and additions to the allowance charged to
   operating expense.

                                    Year ended December 31
                                   1996      1995     1994 
                                   ----      ----     ----
                                  (in thousands of dollars)

Total loans outstanding at 
  December 31, net of unearned 
  income                         $38,142   $34,546   $34,775  

Daily average amount of loans
  outstanding, net of unearned 
  income                         $36,715   $35,112   $34,148  

Balance of the allowance for loan
  losses at beginning of year    $   504   $   502   $   621  
   
Loans charged off:
  Commercial, financial and 
  agricultural                         -         -        -
  Real estate                          -         4       29     
  Installment and credit card          8        14        6
                                   -----     -----    -----
     Total charge-offs                 8        18       35  

Recoveries of loans previously 
charged off:
  Commercial, financial and 
   agricultural                        2        17       17
       Real estate                     3        89       72       
Installment and credit card            5        14        7 
                                    ----      ----     ----
   Total recoveries                   10       120       96 
                                    ----      ----     ----
   Net charge-offs 
       (recoveries)                   (2)     (102)     (61)
                                    ----      ----     ----
Additions (credits) to the 
  allowance charged to expense         -      (100)    (180)
                                  ------    ------    -----
Balance of the allowance for loan
  losses at end of year           $  506    $  504  $   502
                                   ======    ======    =====
Ratios:
  Net charge-offs (recoveries) during  
     year to average
        loans outstanding          (0.01)%   (0.29)%  (0.18)% 

  Net charge-offs (recoveries) to loans
    at end of year                 (0.01)%   (0.30)%  (0.18)%   


                                     Year ended December 31
                                     1996     1995     1994 
                                     ----     ----     ----
                                    (in thousands of dollars)

Allowance for loan losses to
 average loans                       1.38     1.44     1.47  

Allowance for loan losses to loans
     at year end                     1.33     1.46     1.44  

Net charge-offs (recoveries)
      to allowance for loan losses
      at end of year                 (0.4)   (20.2)   (12.2)  
Net charge-offs to provision for
    loan losses                       N/A      N/A      N/A
   
   Provision For Loan Losses and Non-performing Loans.

   Management considers the allowance for possible loan losses adequate
to cover possible losses on the loans outstanding as of each reporting
date.  It must be emphasized, however, that the determination of the
level of the allowance for possible 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 possible
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 relationship to the
amount reserved or that subsequent evaluations of the loan portfolio,
in light of conditions and factors then prevailing, will not require
significant changes in the allowance for possible loan losses.

   The following is an allocation of the allowance for loan losses by
related categories of loans and the percentage of loans in each category
to total loans.

                                          December 31                
                              1996            1995           1994
                              ----            ----           ----
                                     (dollars in thousands)
   Commercial, financial
      and agricultural   $ 392   69.9%  $ 423   83.9%  $ 258   51.4%
   Real estate
      Construction          16    5.4      15    3.0      23    4.6
      Mortgage              65    7.5      15    3.0     122   24.3
   Installment              33   17.2      51   10.1      99   19.7
                          ----  -----    ----  -----    ----  -----
                         $ 506  100.0%  $ 504  100.0%  $ 502  100.0%
                          ====  =====    ====  =====    ====  =====
V. DEPOSITS

        The daily average amounts of deposits for the years ended are
   summarized below:

                                                    December 31       

                                             1996       1995      1994
                                             ----       ----      ---- 
                                             (in thousands of dollars)
   Demand deposits (non-interest bearing)  $ 9,166   $ 7,806   $ 8,115
   Savings deposits                          6,760     7,133     7,961
   NOW accounts                              6,065     4,852     4,603
   Money market accounts                     6,649     5,379     4,587
   Other time deposits                      24,475    24,887    23,073
                                            ------    ------    ------
                                           $53,115   $50,057   $48,339
                                            ======    ======    ======

        Remaining maturities of time deposits of $100,000 or more at
   December 31, 1996, are summarized as follows (in thousands of
   dollars):

                                      AFTER     AFTER
                                      THREE      SIX
                                       BUT       BUT
                            WITHIN    WITHIN    WITHIN    AFTER 
                            THREE      SIX      TWELVE    TWELVE
                            MONTHS    MONTHS    MONTHS    MONTHS   TOTAL

   Certificates of
      Deposit               $2,955    $1,072    $1,829    $  550   $6,406

   Other time deposits         123       -0-       658       -0-      781
                             -----     -----     -----     -----    -----
                            $3,078    $1,072    $2,487    $  550   $7,187
                             =====     =====     =====     =====    =====

        The Bank has no material foreign depositors.


VI.     RETURN ON EQUITY AND ASSETS

   The following table shows the return on assets (net income) divided
by average total assets), return on equity (net income) divided by
average equity), dividend payout ratio (dividends declared per common
share divided by net income per common share), equity to assets ratio
(average equity divided by average total assets), and ratio of earnings
to fixed charges (pre-tax income plus fixed charges divided by fixed
charges) for each period indicated.

                                              Year ended December 31     
 
                                           1996        1995        1994 
                                           ----        ----        ----
 
   Return on assets                         .45%        .80%        089%
   Return on equity                        4.91        8.79       10.16 
   Dividend payout ratio                    -0-         -0-         -0-
   Equity to assets ratio                  9.24        9.13        8.79
   Ratio of earnings to fixed charges    499.08      701.63      953.76

VII.    SHORT-TERM BORROWING

        The following table summarized short-term borrowing:

                                                 1996     1995     1994
                                                 ----     ----     ----
                                                 (amounts in thousands
                                                      of dollars)

   Amount outstanding at December 31,           $  -      $  -   $   - 

   Weighted average interest rate                  -         -       - 

   Maturity of borrowings at December 31,
      Two to 30 days                               -         -       -
      31 days to one year                          -         -       - 
      One to two years                             -         -       -

   Maximum amount outstanding at any
      month-end during each year                   -         -       - 

   Average amount outstanding during
      each year                                    1         -       - 
   Weighted average interest rate                 5.0%       -       - 

Item 2.  Properties

   Since November 1980 the main offices of the Bank and since 1982 the main
offices of Bancshares have been located in a four-story office building
at 1201 Brashear Avenue, Morgan City, Louisiana.  The premises consist
of approximately 65,000 total square feet of office space, a parking lot
for 280 vehicles, and six drive-in banking stations.  

   During the second quarter of 1991, the Bank sold its bank building and
land for its approximate book value of $2,800,000 and retained as
leasehold improvements assets with a depreciated book value of
approximately $500,000.  These retained assets consist of items used in
performance of routine banking functions such as teller stations, drive-
in facilities, vaults, etc.

   As part of the agreement, the Bank has leased back approximately 25,000
square feet of usable building space and the land for approximately
$320,000 per year.  Under the long-term operating lease the minimum term
will be 15 years.

   See note 16 of the financial statements.

Item 3.  Legal Proceedings

   Bancshares is not engaged in any legal actions.  The Bank is involved
in a number of legal actions in the normal course of its operations. 
In the opinion of management, based on a review of such litigation with
legal counsel, the outcome of such actions should not have a material
effect upon the consolidated financial position or results of
operations.

Item 4.  Matters Submitted to a Vote of Security Holders

   The 1996 annual meeting of stockholders was held on October 17, 1996.


                                Part II

Item 5.  Market for Registrant's Common Equity and Related Stockholder
       Matters

   The primary market area for Bancshares' stock is the Morgan City and
St. Mary Parish, Louisiana, area.  The stock is not listed on any
exchange and is not registered with the National Association of
Securities Dealers, Inc.  Due to lack of an actual trading market,
Bancshares does not have available information to furnish the high and
low sales prices or the range of bid and asked quotations for its stock.

   Bancshares' subsidiary, Guaranty Bank & Trust Company of Morgan City
is registrar and transfer agent for Bancshares' common stock.  There
were approximately 700 stockholders of record at March 11, 1997.

   Bancshares declared a $2.70 dividend on its $2.70 cumulative
preferred stock, payable January 24, 1997.  No dividends have been
declared or paid on its $.50 cumulative preferred stock since their
issuance. See the Annual Report to Shareholders, pages 4-12
(Management's Discussion and Analysis of Financial Condition and Results
of Operations).

   Non-affiliates hold 223,981, or 59 percent of the 380,877 voting
shares outstanding as of March 11, 1997.

Item 6   Selected Financial Data

   The information called for by Item 6 is included in Bancshares' Annual
Report to Shareholders on page 3, in the section titled "Selected
Consolidated Financial Data", and is incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and
       Results of Operations

   The information called for by Item 7 is included in Bancshares' Annual
Report on pages 4-12, in the section titled "Management's Discussion and
Analysis of Financial Condition and Results of Operations", and is
incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data

   The following consolidated financial statements of Bancshares and its
subsidiaries, included on pages 15-44, in the Annual Report to
Shareholders, are incorporated herein by reference.

        Consolidated Statements of Condition - December 31, 1996
           and 1995

        Consolidated  Statements  of Income  -  Years ended
           December 31, 1996, 1995 and 1994

        Consolidated  Statements  of  Changes  in  Stockholders'
           Equity - Years ended December 31, 1996, 1995 and 1994

        Consolidated  Statements  of Cash  Flows  -  Years ended
           December 31, 1996, 1995 and 1994

        Notes to Consolidated Financial Statements

        Auditors' Report

Item 9.  Disagreements on Accounting and Financial Disclosure

   There have been no disagreements with Bancshares' or the Bank's
independent certified public accountants on any matter of accounting
principles or practice, financial statement disclosure or auditing scope
or procedure within the twenty-four months prior to December 31, 1996
reported on Form 8-K.

                               Part III

Item 10.  Directors and Executive Officers of the Registrant

   The following table sets forth certain information as of March 11, 1997,
concerning the directors and officers as a group, including their beneficial
ownership of shares of Common Stock of Bancshares as determined in accordance
with Rule 13d-3 of the Securities and Exchange Commission.  Unless otherwise
indicated, (i) each person has been engaged in the principal occupation shown
for more than the past five years, and (ii) shares shown as being beneficially
owned are held with sole voting and investment power.  The persons listed
are also members of the Board of Directors of Bancshares' wholly owned
subsidiary, Guaranty Bank & Trust Company of Morgan City (the "Bank").


Name, Age, and Principal Occupation:  Virgil Allen (43), Engineer/Safety
Director, Athena Construction.

Year First Became Director of Bancshares:  1996

Common Shares Beneficially Owned:  5,478 (4)

Percent of Class of Common Shares:  1.47%



Name, Age, and Principal Occupation:  H.W. Bailey (74), Retired since
1/1/83; Executive Vice President and Chief Administrative Officer of
McDermott, Inc. (offshore construction).

Year First Became Director of Bancshares:  1982

Common Shares Beneficially Owned:  17,666 (5)

Percent of Class of Common Shares:  4.73%



Name, Age, and Principal Occupation:  Brooks Blakeman (50), Chairman of
the Board of Bancshares and the Bank; Vice President and General Manager
of Frank's Casing Crews, Inc. (oilfield services).

Year First Became Director of Bancshares:  1988

Common Shares Beneficially Owned:  34,070 (6)

Percent of Class of Common Shares:  9.12%



Name, Age, and Principal Occupation:  Vincent A. Cannata (35), President of
Cannata's Super Market, Inc. and Cannata Corporation.

Year First Became Director of Bancshares:  1996

Common Shares Beneficially Owned:  7,110 (7)

Percent of Class of Common Shares:  1.90%



Name, Age, and Principal Occupation:  Randolph Cullom (59), President and 
Chief Executive Officer of Bancshares and the Bank.

Year First Became Director of Bancshares:  1990

Common Shares Beneficially Owned:  200

Percent of Class of Common Shares:  -



Name, Age, and Principal Occupation:  Frank J. Domino, Sr. (77), President
of Frank's Motor, Inc. (auto sales); Secretary and Treasurer of Domino
Developers, Inc. (home construction).

Year First Became Director of Bancshares:  1982

Common Shares Beneficially Owned:  5,280 (8)

Percent of Class of Common Shares:  1.41%



Name, Age, and Principal Occupation:  Anthony Guarisco, Jr. (58), Attorney,
Principal of Dispute Resolution Associates (legal mediation firm), former
Louisiana State Senator.

Year First Became Director of Bancshares:  1996

Common Shares Beneficially Owned:  200

Percent of Class of Common Shares:  -



Name, Age, and Principal Occupation:  Anthony Guarisco, Sr. (86), President
of Guarisco Enterprises, Inc. (holding company for subsidiaries engaged in
diesel fuel distribution, shell sales and transport; and real estate).

Year First Became Director of Bancshares:  1982

Common Shares Beneficially Owned:  37,342

Percent of Class of Common Shares:  10.00%



Name, Age, and Principal Occupation:  Wiley Magee (53), Secretary to the
Board of Bancshares and the Bank; President of Morgan City Supply, Inc.
(wholesale and retail hardware).

Year First Became Director of Bancshares:  1982

Common Shares Beneficially Owned:  4,304

Percent of Class of Common Shares:  1.15%



Name, Age, and Principal Occupation:  Paul Ordogne (45), Treasurer and
Controller (and from 1988 to 1994, Assistant Treasurer and Controller),
Cari Investment Company.

Year First Became Director of Bancshares:  1996

Common Shares Beneficially Owned:  24,936 (9)

Percent of Class of Common Shares:  6.68%



Name, Age, and Principal Occupation:  Christian Vaccari (37), President
of Cari Investment Company and Cari Capital Company.

Year First Became Director of Bancshares:  1996

Common Shares Beneficially Owned:  17,979 (10)

Percent of Class of Common Shares:  4.81%



Name, Age, and Principal Occupation:  Kay S. Vinson (57), President of
Sub-Surface Tools, Inc. (oilfield equipment sales and rentals).

Year First Became Director of Bancshares:  1996

Common Shares Beneficially Owned:  200

Percent of Class of Common Shares:  -



Name, Age, and Principal Occupation:  All Executive Officers and Directors
of Bancshares and the Bank.

Common Shares Beneficially Owned:  156,896

Percent of Class of Common Shares:  42.02%


(1)  Except as noted below, all shares of Bancshares' stock set forth above
     constitute direct beneficial ownership by such director with full voting
     and investment power.  The address of each director is c/o Guaranty
     Bank & Trust Company of Morgan City, Post Office Box 2208, Morgan City,
     Louisiana 70381.

(2)  Includes aggregate of Class A Common stock and Class B Common stock. 

(3)  Percent of class omitted where less than one percent.

(4)  Includes 56 Common Shares held by Katherine Allen over which Mr. Allen
     shares voting power.

(5)  Includes 7,700 Common Shares in the name of Bailey Estate.

(6)  Includes 33,870 common Shares, held by the Blakeman Trust over which
     Mr. Blakeman shares voting powers.

(7)  Incudes 6,910 owned by Cannata's Super Market, INc. over which Mr.
     Cannata shares voting and investment power.

(8)  Includes 60 Common Shares in the name of Mr. Domino's wife.

(9)  Includes 16,556 Common Shares, held by the Estate of Murray P. Ordogne
     of which Mr. Ordogne is executor and a beneficiary.

(10) Includes 17,779 shares are owned by Cari Investment Company over which
     Mr. Vaccari shares voting and investment power.

   None of the directors of Bancshares holds a directorship in any
company with a class of securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended, or subject to the 
requirements of Section 15(d) of that Act or in any company registered
as an investment company under the Investment Company Act of 1940, as
amended.

   Bank directors received compensation at the rate of $250 for each
regular directors meeting attended and $100 for committee meetings
attended.  No fees were paid for service on Bancshares' Board.

   No family relationships exist among the above named directors, nominees
for the Board or the executive officers of Bancshares or the Bank, except
that Anthony Guarisco, Sr. and Anthony Guarisco, Jr. are father and son.

                           Executive Officers

   The executive officers of Bancshares and the Bank, as of March 11, 1996,
are as follows:

Name:                             Age:           Position Currently Held:

Brooks Blakeman                    50            Chairman of the Board of
                                                 Bancshares and the Bank

Randolph Cullom                    59            President and Chief
                                                 Executive Officer of
                                                 Bancshares and the Bank

Paul Ordogne                       45            Secretary of the Board of
                                                 Bancshares and the Bank

Lee A. Ringeman                    67            Executive Vice President and
                                                 Chief Financial Officer of
                                                 Bancshares and the Bank

Conley J. Dutreix                  49            Executive Vice President of
                                                 the Bank and Assistant
                                                 Secretary of the Board of
                                                 Directors of Bancshares and 
                                                 the Bank

   Each executive officer, except Mr. Ordogne, has been an officer or director 
of Bancshares and the Bank for five years or more.  Mr. Ordogne was appointed
Secretary of the Board of Bancshares and the Bank in 1996 following his 
election to the Board.
                                                 
Item 11.  Executive Compensation

Cash Compensation

   The following table sets forth the aggregate cash compensation paid by
the Bank for services rendered in all capacities during the fiscal years
ended December 31, 1994, 1995 and 1996, with respect to each executive
officer whose total cash compensation exceeded $100,000.

   Active officers of Bancshares are also officers of the Bank and receive
no annual compensation from Bancshares.

                         SUMMARY COMPENSATION TABLE

                            Annual Compensation


Name and                                        Other               All
Principal                                       Annual             Other
Position      Year    Salary    Bonus(1)    Compensation(2)    Compensation(3)

Randolph      1996   $100,000   $27,042         $5,240              $792
Cullom        1995     90,000    26,785          4,500               765
President     1994     90,000    20,000          4,250               529
and Chief
Executive
Officer of
Bancshares
and the
Bank

(1)  Mr. Cullom has an employment contract with the Bank whereby his initial
     base annual salary is $90,000.  In addition to the annual salary, he is
     entitled to a non-cumulative annual cash bonus of $300.00 for each basic
     point of return on average annual assets, up to a maximum of $30,000.00.
     Return on average annual assets is defined as the after tax earnings
     before any bonuses.  Bonuses earned in 1994, 1995 and 1996 were paid in 
     1995, 1996 and 1997 respectively.  Also as part of his employment agree-
     ment, in the event Mr. Cullom is terminated without good cause, he shall
     be entitled to receive one year annual salary as severance pay.

(2)  Represents director fees.

(3)  The Bank paid approximately $792, $765 and $529 in term life insurance
     premiums on behalf of Mr. Cullom in 1996, 1995, and 1994, respectively. 
     This group policy has no cash surrender value.

   The Bank has instituted an unqualified defined benefit retirement program
for three of its executive officer, as follows:

Name and                                     Annual           Planned
Principal             Pre-Retirement       Retirement       Retirement
Position             Death Benefit(1)      Benefit(2)        Date-Age

Randolph Cullom          $487,250           $50,000         2002 -- 65
President and
Chief Executive
Officer

Lee A. Ringeman           292,350            30,000         2000 -- 70
Executive Vice
Presidnet

Conley J. Dutreix         292,350            50,000         2012 -- 65
Executive Vice
President

(1)  Benefits payable to the participant's name beneficiaries.
(2)  Benefits payable monthly for life, 15 years certain.

   These benefits are funded by single premium life insurance policies on
the lives of the participants.  The policies are owned by the Bank and the
proceeds from death benefits are payable to the Bank.  Projected December 31,
1997 death benefits are as follows:  Mr. Cullom - $839,000, Mr. Ringeman -
$317,000 and Mr. Dutreix - $380,000.

   If the Bank terminates a participant's employment prior to his planned
retirement date for cause, the participant shall not be entitled to any
benefits.  If employment is terminated prior to his planned retirement date,
other than by death or discharge for cause, the Bank shall pay to the
participant an amount which is the actuarial equivalent of his annual retire-
ment benefit, computed in accordance with the agreement.

   If a participant's employment is terminated within twenty four (24) months
following a change in control of the Bank, the participant will be entitled
to the benefits set forth in the preceding paragraph with the respective
benefits being increased in amount by fifty (50%) percent.

   Bancshares and the Bank have no established policy or practice with respect
to providing personal benefits to officers, directors or principal stock-
holders.  Although the Bank pays for civic and social club memberships for
certain officers, the aggregate annual value per person of such benefits is
considerably less than $2,500.

   Neither Bancshares nor the Bank has any other remuneration, pension or
retirement plans in effect.  The Bank provides health and life insurance 
coverage for all employees.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Principal Shareholders

   The persons named below were, to the knowledge of Bancshares, the only
persons as of March 11, 1997, who beneficially owned more than 5% of the
outstanding Guaranty Bancshares Holding Corporation Class A and Class B 
Common stock.  Beneficial ownership consists of sole voting and investment
power.

Name and Address                   Amount and Nature of             Percent
of Beneficial Owner              Beneficial Ownership (1)          of Class
-------------------              ------------------------          --------

Brooks Blakeman                         34,070 (2)                   9.12%
Post Office Box 2208
Morgan City, Louisiana  70381

Paul Ordogne                            24,936 (3)                   6.68%
Post Office Box 2208
Morgan City, Louisiana  70381

Anthony J. Guarisco, Sr.                37,342                      10.00%
Post Office Box 2208
Morgan City, Louisiana  70381


(1)  Determined in accordance with Rule 13d-3 under the Securities Exchange
     Act of 1934 based upon information furnished by the persons listed or
     contained in filings made by them with the Securities and Exchange
     Commission.

(2)  Includes 33,870 shares held by the Blakeman Trust over which Mr.
     Blakeman shares voting powers.

(3)  Includes 16,556 shares held by the Estate of Murray P. Ordogne of which
     Mr. Ordogne is executor and a beneficiary.
     
Item 13.  Certain Relationships and Related Transactions

   During 1996, the Bank engaged in banking transactions in the ordinary
course of business with directors and officers of Bancshares and the
Bank, and their affiliates, and expects to have such transactions in the
future.  In the opinion of Management, 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.

                            Part IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form
          8-K

(a)     1.   Financial Statements

             The following consolidated financial statements of Guaranty
        Bancshares Holding Corporation and Subsidiaries, included on
        pages 15-44 of the Bancshares Annual Report to Shareholders are
        incorporated by reference in Item 8:

             Consolidated Statements of Condition - December 31, 1996
                  and 1995

             Consolidated Statements of Income - Years ended 
                  December 31, 1996, 1995 and 1994

             Consolidated Statements of Cash Flows - Years ended
                  December 31, 1996, 1995 and 1994

             Notes to Consolidated Financial Statements

             Independent Auditors' Report

(a)     2.   Financial Statements Schedules

             All schedules have been omitted because they are not
             applicable or the required information is presented in the
             consolidated statements or notes thereto.

(a)     3.   Exhibits

        (3)  Articles of incorporation and by-laws*

        (4)  Instruments defining the rights of security holders,
             including indentures*

        (10) Material contracts*

        (11) Computation of earnings per share

        (12) Statement regarding computation of ratios

        (13) Annual Report to Shareholders

        (24) Consent of Darnall, Sikes, Kolder, Fredericks & Rainey

        (27) Financial Data Schedule

        *Incorporated by reference to Bancshares' registration statement
           on Form S-14, registration number 2-79378.

(b)          Reports on Form 8-K

             No reports on Form 8-K were filed by Bancshares during the 
             quarter ended December 31, 1996.


                             SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                               GUARANTY BANCSHARES HOLDING CORPORATION
                                    (Registrant)


                                    By:   /s/ Randolph Cullom         
                                         Randolph Cullom, President and
                                         Chief Executive Officer

                                    Dated      March 28, 1997 


   Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



 /s/ Brooks Blakeman                      /s/ Randolph Cullom         
     Brooks Blakeman, Chairman of the         President and Chief     
     Board                                    Executive Officer
                                              Director

/s/  Virgil Allen                        /s/  Vincent A. Cannata
     Virgil Allen, Director                   Vincent A. Cannata, Director

/s/  Frank J. Domino, Sr.                /s/  Anthony J. Guarisco, Sr.
     Frank J. Domino, Sr.,                    Anthony J. Guarisco, Sr., 
     Director                                 Director

/s/  Wiley Magee                         /s/  Kay S. Vinson
     Wiley Magee, Director                    Kay S. Vinson, Director

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