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, 1995
                    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     
                                           
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  (X)

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, 1996
Class B Common Stock, No Par Value, 170,877 shares outstanding as of
March 10, 1996


                  Documents Incorporated by Reference

Annual Report to Shareholders for the                     
  Year Ended December 31, 1995                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
eight percent of the Bank's total deposits at December 31, 1995
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
15.3 percent of the loans are in the oil field services and
maritime support and transportation industries and 25.9 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
three banks and three savings and loan institutions located in East
St. Mary Parish.  Following is a list of the banks headquartered
in the market area with total deposits and assets as of December
31, 1995.

                                  DEPOSITS            ASSETS     
                                    (dollars in thousands)
First National Bank in
   St. Mary Parish            $214,563   54.4%    $241,301  52.9%

MC Bank & Trust Company         76,335   19.3       91,462  20.0

Guaranty Bank & Trust Company
of Morgan City                  50,783   12.9       60,245  13.2
 
Patterson State Bank            52,882   13.4       63,474  13.9 
      TOTAL                   $394,563  100.0%    $456,482 100.0%

     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 11, 1996 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
semi-annual 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 an "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 1995 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         
                                   1995         1994      1993
Held to Maturity

U.S. Treasury                   $ 1,997      $ 3,156   $ 5,762
U.S. Agencies and  
 Corporations                     8,255        5,943    10,747
States and Political 
 Subdivisions                       692          366        28
Other Investments                    20           29       365
                                $10,964      $ 9,494   $16,902

Available for Sale

U.S. Agencies and 
 Corporations                   $ 4,704
Other Investments                   493
                                $ 5,197



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


                                        December 31, 1995       
                                Amortized    Average      Market
                                  Cost        Yield        Value
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          5.5%    $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
  Over ten years                    493          4.3         493
                                $ 5,186          5.7%    $ 5,197


                                        December 31, 1994       
                                Amortized    Average      Market
                                  Cost        Yield        Value
Held to Maturity
U.S. Treasury                  
  Due within one year           $ 3,156          5.3%    $ 3,128
               
U.S. Agencies and
  Corporations
  Due within one year             4,505          5.8       4,488
  One to five years               1,078          4.8       1,041
  Five to ten years                 214          9.4         216
  After ten years                   146          8.3         136
                                  5,943          5.8       5,881

States and Political
  Subdivisions
  Due within one year                 9          7.3           9
  One to five years                  96          5.6          95
  Five to ten years                 261          5.6         251
                                    366          5.6         355

Other Investments
  One to five years                  29         18.0          29
                                $ 9,494          5.7%    $ 9,393

Available for Sale
U.S. Treasury
  Due within one year           $ 1,500          4.6%    $ 1,499

U.S. Agencies and
  Corporations
  Due within one year               950          5.2         922
  One to five years               3,510          5.9       3,534
  Over ten years                    774          5.5         763
                                  5,234          5.7       5,219

Other Investments
  Over ten years                    472          2.6         472
                                $ 7,206          5.3%    $ 7,190


     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          
                                      1995       1994       1993 
          Commercial, financial 
           and agricultural        $24,166    $24,652   $ 23,650
          Real estate:
             Construction            2,594      3,070        419 
             Mortgage                2,189      3,066      3,558
          Installment                5,603      4,022      4,335
                                    34,552     34,810     31,962
          Less unearned income           6         35         74
                                   $34,546    $34,775    $31,888  

          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, 1995 (in thousands of dollars):

                                         DUE IN   DUE IN
                               DUE IN     OVER     OVER
                              ONE YEAR   ONE TO    FIVE
                                 OR       FIVE    TO TEN
                               LESS *    YEARS    YEARS     TOTAL
Maturity of Loans
Commercial, financial
 and agriculture               $10,789  $11,107  $ 2,270  $24,166
Real estate                   
 Construction                    1,934      660        0    2,594
 Mortgage                          316    1,686      187    2,189
Installment                      1,313    3,946      344    5,603
                               $14,352  $17,399  $ 2,801  $34,552

Interest Rate Sensitivity
Loans with Pre-           
 determined rates              $10,043  $11,273  $ 2,077  $23,393
Loans with floating
 rates                           4,309    6,126      724   11,159
                               $14,352  $17,399  $ 2,801  $34,552

        *Includes demand loans, loans having no stated schedule
         of repayments and no stated maturity and overdrafts.
C.   Risk Elements

          The following table sets forth the nonaccrual, past due
     and restructured loans.
                                        December 31     
                                   1995    1994     1993
                                      (in thousands)
Interest accruing loans past due
   90 days or more:

   Commercial, financial and
      agricultural                 $  0   $  15    $   0
   Loans secured primarily 
      by real estate mortgages        0     152        0
   Installment                        0       1       76
                                  $   0   $ 168    $  76

   Nonaccrual loans               $  84   $  30    $  36 


     At year end 1995, the loan portfolio contained no loans which
had been restructured.

     Loans are placed on nonaccrual status when principal or inter-
est 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 inter-
est is questionable.

     The Bank recognized approximately $4,000 and $1,000 in
interest income related to these loans in the years ended December
31, 1995 and 1993, respectively. No interest income was recognized
in 1994.  Had the loans 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.


Potential Problem Loans

     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, at December 31, 1995, amounted to
$118,000 and are concentrated in private households.  No
significant losses are anticipated in these extensions of credit.

     At December 31, 1995, there were no loans classified as past
due 90 days or more and on which interest was being accrued.
     The following identifies the loans which are accounted for on
a nonaccrual basis as of December 31, 1995 (in thousands):

Nonaccrual Loans:

     Private households                 $84

     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 non-accuring loans 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, 1995, by major industry classifications (in
thousands):

Oil and gas                                   $ 2,778       8.0%
Construction - contractors                      2,043       5.9
Manufacturing:
   Wood products                                  695       2.0
   Book Binding                                   250        .7
   Other                                          240        .7
                                                1,185       3.4  
Transportation:                               
   Maritime                                     2,507       7.3
Sanitary Servies                                  340       1.0
Wholesale and retail trade                      4,494      13.0
Real estate                                     8,932      25.9

Services:
   Insurance and Legal                            178        .5
   Hotel and Motel                              1,481       4.3
   Health                                       1,199       3.4
   Miscellaneous repair                           648       1.9
   Membership and religious organizations         193        .6 
                                                3,699      10.7

Private households                              8,574      24.8 

         Total                                $34,552     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
                                     1995     1994     1993 
                                     (in thousands of dollars)

Total loans outstanding at 
  December 31, net of unearned 
  income                             $34,546 $34,775  $31,888  

Daily average amount of loans
  outstanding, net of unearned 
  income                             $35,112 $34,148  $30,306  

Balance of the allowance for loan
  losses at beginning of year        $   502 $   621  $   546  
     
Loans charged off:
  Commercial, financial and 
  agricultural                             -       -        -
  Real estate                              4      29       28     
  Installment and credit card             14       6        9
     Total charge-offs                    18      35       37  

Recoveries of loans previously 
charged off:
  Commercial, financial and 
   agricultural                           17      17        8     
  Real estate                             89      72       96     
  Installment and credit card             14       7        8 
     Total recoveries                    120      96      112 

     Net charge-offs 
       (recoveries)                     (102)    (61)     (75)

Additions (credits) to the 
  allowance charged to expense          (100)   (180)       -
Balance of the allowance for loan
  losses at end of year              $   504 $   502  $   621

Ratios:
  Net charge-offs (recoveries) during  
    year to average loans outstanding (0.29)%  (0.18)%  (0.25)%

  Net charge-offs (recoveries) to loans
    at end of year                    (0.30)%  (0.18)%  (0.24)%

                                      Year ended December 31
                                     1995     1994     1993 
                                     (in thousands of dollars)

Allowance for loan losses to
 average loans                       1.44     1.47     2.05  

     Allowance for loan losses to loans
      at year end                    1.46     1.44     1.95  

     Net charge-offs (recoveries)
      to allowance for loan losses
      at end of year                (20.2)   (12.2)   12.08 
     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                
                                     1995            1994           1993  
                                         (dollars in thousands)
     Commercial, financial
        and agricultural       $ 423    83.9%   $ 258   51.4%  $ 363  74.0%
     Real estate
        Construction              15     3.0       23    4.6      15   1.3
        Mortgage                  15     3.0      122   24.3      73  11.0
     Installment                  51    10.1       99   19.7     170  13.7
                               $ 504   100.0%   $ 502  100.0%  $ 621 100.0%
V.   DEPOSITS

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

                                                       December 31        
                                                1995       1994      1993 
                                                (in thousands of dollars)
     Demand deposits (non-interest bearing)    $ 7,806   $ 8,115   $ 8,649
     Savings deposits                            7,133     7,961     8,410
     NOW accounts                                4,852     4,603     4,507
     Money market accounts                       5,379     4,587     5,413
     Other time deposits                        24,887    23,073    21,931
                                               $50,057   $48,339   $48,910

          Remaining maturities of time deposits of $100,000 or more at
     December 31, 1995, 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               $2,477    $  804    $2,078    $  267    $5,626

     Other time deposits         435         0       730         0     1,165
                              $2,912    $  804    $2,808    $  267    $6,791

          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      
                                           1995        1994        1993   

     Return on assets                         .80%        .89%       1.92%
     Return on equity                        8.79       10.16       23.14 
     Dividend payout ratio                      0           0           0
     Equity to assets ratio                  9.13        8.79        8.31
     Ratio of earnings to fixed charges    701.62      953.76    3,045.00
VII. SHORT-TERM BORROWING

          The following table summarized short-term borrowing:

                                                   1995     1994     1993
                                                   (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                   -         -     450

     Average amount outstanding during
        each year                                    -         -      12 
     Weighted average interest rate                  -         -     3.0%

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

     No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.

                                  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 10, 1995.

     Bancshares paid a $0.675 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. See the Annual Report
to Shareholders, pages 4-12 (Management's Discussion and Analysis of
Financial Condition and Results of Operations).

     Non-affiliates hold 240,755, or 63 percent of the 380,877 voting shares
outstanding as of March 11, 1996.

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 14-42, in the Annual Report to Shareholders,
are incorporated herein by reference.

          Consolidated Statements of Condition - December 31, 1995
             and 1994

          Consolidated  Statements  of Income  -  Years ended
             December 31, 1995, 1994, and 1993

          Consolidated  Statements  of  Changes  in  Stockholders'
             Equity - Years ended December 31, 1995, 1994, and 1993

          Consolidated  Statements  of Cash  Flows  -  Years ended
             December 31, 1995, 1994, and 1993

          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, 1995 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, 1996,
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").


                              Year First
                                Became
                               Director       Shares      Percent          
Name, Age, and                  of the     Beneficially     of
Principal Occupation          Bancshares   Owned (1) (2)  Class (2) 
H. W. Bailey  (73)               1982        17,666 (3)     4.74%
   Retired since 1-1-83.
   Executive Vice President
   and Chief Administrative
   Officer of McDermott, Inc.
   (offshore construction)


Brooks Blakeman  (49)            1988        34,070 (4)     9.13%
   Chairman of the Board      
   Bancshares and the Bank        
   Vice President and General
   Manager of Frank's Casing
   Crews, Inc. (oilfield services)


Vincent Cannata  (81)            1982        22,343 (5)     5.99%
   President of Cannata's
   Super Market, Inc.


Randolph Cullom  (58)            1990           200           -
   President and Chief Executive
   Officer of Bancshares and the
   Bank         


Frank J. Domino, Sr.  (76)       1982         5,280 (6)     1.42%
   President of Frank's Motor
   Co., Inc. (auto sales);
   Secretary and Treasurer of
   Domino Developers, Inc.
   (home construction)


Conley J. Dutreix (48)           1993           200           -
   Executive Vice President of
   Bancshares and the Bank; 
   Director of the Bank
   since 1992.

Anthony J. Guarisco, Sr. (85)    1982        37,542         10.06%
   President of Guarisco 
   Enterprises, Inc., (holding
   company for subsidiaries
   engaged in diesel fuel
   distribution, shell sales
   and transport and real
   estate); President of
   Guarisco Evans Shopping
   Center, Inc.

Wiley Magee (52)                 1982         4,304          1.15%
   Secretary to the Board
   Bancshares and the Bank
   President of Morgan City
   Supply, Inc. (wholesale
   and retail hardware)

Lee A. Ringeman (66)             1989         1,931 (7)       -
   Executive vice President
   and Chief Financial Officer
   since 1990.

All executive officers and
directors of Bancshares and the
bank                                        123,566         33.13%


(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.  Except as indicated above, no person owns more
     than five percent of the outstanding shares of Bancshares' stock.  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. 
     Percent of class omitted where less than one percent.

(3)  Includes 7,700 shares in the name of Bailey Estate.

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

(5)  Includes 6,910 shares in the name of Cannata's Super Market, Inc. over
     which Mr. Cannata shares voting and investment power.

(6)  Includes 60 shares in the name of Mr. Domino's wife.

(7)  Includes 1,186 shares held jointly with Mrs. Ringeman and 32 shares held
jointly with Mr. Ringeman's grandson.

     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, $100 for committee meetings attended, and
a $1,500 fee for serving as a director.  No fees were paid for service on
Bancshares' Board.

     No family relationships exist among the above named directors or the
executive officers of Bancshares or the Bank.


                            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               49      Chairman of the Board of
                                      Bancshares and the Bank

Randolph Cullom               58      President and Chief Executive
                                      Officer of Bancshares and the        
                                      Bank

Wiley Magee                   52      Secretary of the Board of
                                      Bancshares and the Bank

Lee A. Ringeman               66      Executive Vice President and         
                                      Chief Financial Officer of           
                                      Bancshares and the Bank
                                     

Conley Dutreix                48      Executive Vice President of
                                      the Bank and Assistant
                                      Secretary of the Board of
                                      Directors of Bancshares and          
                                      the Bank


     Each executive officer has been an officer or director of Bancshares and
the Bank for five years or more.

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, 1993, 1994 and 1995, 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     
Cullom       1995    $90,000   $26,785      $ 4,500           $    765
President    1994     90,000    20,000        4,250                529
and Chief    1993     90,000    30,000        4,500                529
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.  The bonus earned in 1994 was paid in 1995
     and 1995 was paid in 1996.  Also as part of his employment
     agreement, 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 $765, in term life insurance
     premiums on behalf of Mr. Cullom in 1995 and $529 in each of
     the years 1994, and 1993, respectively.  This group policy has
     no cash surrender value.

     The Bank has instituted an unqualified defined benefit
retirement program for three of its executive officers, 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
President

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

(1)  Benefits payable to the participant's named 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, 1996 death benefits are as follows: 
Mr. Cullom - $835,000, Mr. Ringeman - $317,000, and Mr. Dutreix -
$377,000.

     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 retirement 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 stockholders.  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, 1996, 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)              9.13%
Post Office Box 2208
Morgan City, Louisiana  70381


Vincent Cannata                      22,343 (3)              5.99%
Post Office Box 2208
Morgan City, Louisiana  70381


Anthony J. Guarisco, Sr.             37,542                 10.06%
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 6,910 shares in the name of Cannata's Super Market,
     Inc. over which Mr. Cannata shares voting and investment
     power.

Item 13.  Certain Relationships and Related Transactions

     During 1995 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 14-42 of the
               Bancshares Annual Report to Shareholders are
               incorporated by reference in Item 8:

               Consolidated Statements of Condition - December 31,
               1995, 1994, and 1993

               Consolidated Statements of Income - Years ended 
                    December 31, 1995, 1994, and 1993

               Consolidated Statements of Cash Flows - Years ended
                    December 31, 1995, 1994, and 1993

               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, 1995.


                           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, 1996                  



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

 /s/ Wiley Magee                           
Wiley Magee, Secretary                   H. W. Bailey, Director
Treasurer and Director


 /s/ Vincent Cannata                     /s/ Conley J. Dutreix   
 Vincent Cannata, Director               Conley J. Dutreix,      
                                         Assistant Secretary and 
                                         Director


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


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