To Our Stockholders,

     We are pleased to report that 1996 was another year of
growth for Guaranty Bank & Trust Company and Guaranty Bancshares
Holding Corporation.  Year end assets grew over six million
dollars, a ten percent increase, deposits and loans also grew
more than ten percent over 1995.  Your board of directors also
declared dividends of approximately $392,000 to holders of $2.70
cumulative preferred stock.

     Careful management of asset quality, maintenance of interest
margins, control of personnel and other recurring operating
expenses and continuing development of long term customer
relationships are and will remain essential to our continuing
success.

     All asset quality measures again improved in 1996.  Average
interest earning assets as a percent of total assets improved 0.7
percent from 91.2 percent to 91.9 percent, following a 0.5
percent improvement in 1995 over 1994.  At year end, the Bank had
no repossessed real estate and no repossessed property.  Non-performing
loans in non accrual status were only $145,000 and represented 0.38
percent of outstanding loans at year end.

     Additionally, the allowance for loan losses rose to $506,000
as a result of net recoveries of previously charged off loans. 
The Bank recovered $100,000 from the reserve in 1995 following a
$180,000 recovery in 1994.  These recoveries are the result of
aggressive pursuit of previous charge offs.  The allowance
represented 1.33 percent of outstanding loans at year end 1996
and 1.46 percent in 1995.  The change is due to the increase in
outstanding loans in 1996.  The bank has made no provision for
loan losses since a nominal addition in 1992.

     Net income was down approximately $193,000 from 1995 levels,
attributable in large part to the non-recurring $100,000 recovery
from the allowance for loan losses mentioned above and the legal
and accounting expenses related to the recapitalization plan
which was rejected by the stockholders.

     Operating expenses, exclusive of those related to the plan
of recapitalization were essentially unchanged from 1995, any
increases are primarily attributed to the Lafayette branch which
opened in 1995.  Net interest income improved by $71,000 to
$2,647,000, primarily due to increased volume of interest earning
assets, average yields on earning assets, primarily loans,
declined 0.3 percent while the average rates paid on deposits and
other interest bearing liabilities decreased only 0.2 percent. 
The offsetting effects of higher volume and lower yields
contributed to this higher net interest income.

     Other non interest income decreased $59,000 from 1995,
primarily attributable to a $39,000 non-recurring gain on sale of
repossessed real estate in 1995 and lower service charges on
personal deposit accounts.  This latter is the result of the
continued growth in the Bank's NOW and Bayou Accounts where
service charges are reduced or eliminated based on account
balances.

     For your company to continue in the successful pattern
established in the last years, we must follow the same guidelines
which have made us successful.

     We must-

     ~Maintain profitability to continue as a profitable 
      investment for our stockholders.
     ~Provide a group of quality financial products at 
      reasonable prices.
     ~Set the local standard for personal service.
     ~Establish a stable workplace environment for our    
      employees which will be challenging andinancially 
      rewarding.
     ~Contribute to the well-being of our local economy.

     All of these will be impossible to accomplish without the
efforts of all parties.  Achieving the above non-monetary goals
will translate into improved earnings for our company.

     Many individuals deserve our appreciation for the progress
Bancshares has made in recent years; beginning with the dedicated
directors, officers and employees who work to maintain and
improve customer service.  Finally, we want to thank our many
customers and stockholders and the community we serve.

     We also want to welcome the six new directors who joined the
board of Bancshares and the Bank in 1996.

     As we stated last year, we anticipate more mergers,
acquisitions and de novo competition in the financial services
industry as the definition of these services is expanded and more
institutions perform traditional banking services and more banks
expand into other areas.  A pattern has been established where
larger money center banks and growing regional institutions have
reached out to acquire a larger base of deposit and loan
customers.  This process is expected to continue and probably
accelerate in the number of smaller institutions acquired.

     Our responsibility is to study and monitor our market and
competition to act quickly and decisively to meet our customers'
financial needs and to provide the most advantageous return for
our stockholders.

     As true community bankers and lenders, we are closer to our
customers and shareholders to whom we are ultimately responsible. 
We believe this special relationship and our ability to respond
quickly to our customers' needs will assure continuing success in
this very competitive marketplace.  With this I express our
sincere appreciation for your allowing us to continue serving you
and your financial needs.

Sincerely,



Brooks Blakeman
Chairman or the Board





    GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
    --------------------------------------------------------
                   SELECTED CONSOLIDATED DATA
    --------------------------------------------------------
        (In thousands of dollars, except per share data)
                      Years Ended December 31
                                                 
  -----------------------------------------------------------
                                
                                 1996      1995      1994         
 Operating data:           --------------------------------
    Total interest income      $4,644    $4,539    $4,110
                               -------   ------    ------         
                                        
    Net interest income        $2,647    $2,576    $2,463
  Recovery (provision) from
     (for) loan losses            -         100       180
    Other non-interest income     284       343       364   
    Non-interest operating 
      expense                   2,496     2,279     2,213
    Income taxes                  150       263       286
                               ------    ------    ------
                                                                  
 Income before 
      extraordinary items and
        change in accounting
        principle                 284       477       508         

    Extraordinary items and
        change in accounting
        principle                   -         -         -
                                                                  
                               ------    ------    ------
    Net income                 $  284    $  477    $  508     
                               ------    ------    ------
    Per common share data:
      Net income loss before
      extraordinary items 
      and change in 
      accounting principle     $  (32)   $  .20    $  .28
    Extraordinary items and
      change in accounting
      principle                     -         -         -
     Net income                  (.32)      .20       .28
     Cash dividends declared
       $2.70 Preferred Stock     2.70      .675      2.70

    Number of common shares
        outstanding           373,425   380,877   380,877  

    Weighted average of 
      common shares
      outstanding             373,958   373,728   374,375

    Selected statements 
      of condition items:
    Year end balances:
      Total assets            $66,430   $60,245   $60,687   
      Investment securities    12,818    10,963     9,494
      Securities available 
        for sale                4,648     5,169     7,190
      Loans, net of unearned
        income                 38,142    34,546    34,775        
     Total deposits            56,793    50,770    51,498
      Notes payable             1,480     1,681     1,854
      Stockholders' equity      5,566     5,662     5,179        


SELECTED CONSOLIDATED DATA (continued)


                                1993      1992             
 Operating data:           -----------------------
    Total interest income      $3,871    $4,082   
                               -------   ------                   
                              
    Net interest income        $2,380    $2,092   
  Recovery (provision) from
     (for) loan losses              -       (20)  
    Other non-interest income     445       344      
    Non-interest operating 
      expense                   2,236     2,275   
    Income taxes                  184        34   
                               ------    ------   
                                                                  
 Income before 
      extraordinary items and
        change in accounting
        principle                 405       108             
    Extraordinary items and
        change in accounting
        principle                 674       489                   
                                                                  
                               ------    ------    
    Net income                 $1,079    $  597    
                               ------    ------    
    Per common share data:
      Net income loss before
      extraordinary items 
      and change in 
      accounting principle     $  1.08   $  (.79)   
    Extraordinary items and
      change in accounting
      principle                  1.80      1.30    
     Net income                  1.80      0.51    
     Cash dividends declared
       $2.70 Preferred Stock        -         - 

    Number of common shares
        outstanding           380,877   380,877     

    Weighted average of 
      common shares
      outstanding             373,375   376,504   

    Selected statements 
      of condition items:
    Year end balances:
      Total assets            $54,952   $58,419      
      Investment securities    16,902    21,932   
      Securities available 
        for sale                   
      Loans, net of unearned
        income                 31,888    27,665   
          Total deposits       47,053    52,251    
      Notes payable               581         -    
      Stockholders' equity      4,780     4,094            




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


Guaranty Bancshares Holding Corporation's (Bancshares) net
operating income for 1996 was $284,000, compared with $477,000 in
1995, and $508,000 in 1994.  Earnings per common share, after
providing for dividends on the preferred shares, were $.20 and $.28
for 1995 and 1994, respectively, and a loss of $.32 per share in
1996.  Return on average assets was 0.45% for the current year,
0.80% for 1995 and 0.89% for 1994.  Return on average equity was
4.91% in 1996, 8.79% in 1995, and 10.16% in 1994.

At December 31, 1996 Bancshares and its subsidiaries had total
assets of $66,430,000 and deposits of $56,793,000, compared with
assets and deposits of $60,245,000 and $50,770,000 in 1995 and
$60,687,000 and $51,498,000 in 1994.  Total assets and deposits
were lower at year end 1995 from 1994 because the subsidiary Bank
chose not to compete for higher interest bearing certificates of
deposit. 

Bancshares' principal subsidiary, Guaranty Bank & Trust Company
operates three banking offices in East St. Mary Parish and
Lafayette Parish, Louisiana, with 31 full time and 2 part time
employees.  Bancshares has no employees.

Net interest income was $2,647,000, 2.8% and 7.5% higher than in
1995 and 1994.  Other income was $284,000 in 1996, down from
$343,000 in 1995 and $364,000 in 1994.  Non performing loans at
December 31, 1996 were $145,000, up from $84,000 in 1995 and
amounted to less than 0.4% of outstanding loans.  Foreclosed real
estate at December 31, 1995 was $65,000, compared with $80,000 in
1994. The Bank had no repossessed real estate or other repossessed
assets at year end 1996.  The allowance for loan losses was 1.33%
of loans as of December 31, 1996 versus 1.46% in 1995 and 1.44% in
1994.  Recoveries from previously charged off loans exceeded 1996
charge offs by $2,000 and $102,000 in 1995.  At December 31, 1996,
Bancshares' leverage ratio was 8.8% and stockholders' equity as a
percent of total assets was 8.4%.  The risk-based capital ratio was
10.7%.

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

NET OPERATING RESULTS

Bancshares' consolidated net interest income was $2,647,000 in
1996, compared with $2,576,000 in 1995 and $2,463,000 in 1994.
These increases were primarily due to changes in the level of loans



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


NET OPERATING RESULTS (continued)

outstanding, offset by higher interest paid on other time deposits. 
Daily average interest earning assets increased $3,472,000 and
average interest bearing liabilities increased $1,416,000. Average
rates earned decreased 0.3% while average rates paid decreased 0.3%
from 1995 levels.  During 1995 rates earned increased 0.4% while
average rates paid increased 0.5% from 1994 levels.

The increase in average interest earning assets in 1996 was
primarily in loans and funds sold.  Average loans increased
$1,603,000 over 1995 while average funds sold increased $1,932,000.
This shift in investment emphasis was begun in 1993 when the Bank
began actively soliciting loans and emphasizing business development.

The increase in average interest bearing liabilities was in NOW and
money market accounts.  The banking industry created a favorable
interest rate market and some of the deposits which had sought
better money market rates outside of the industry returned.  Also,
the Bank actively sought to retain deposits in order to fund loans.

The capital lease initiated in June 1991 was outstanding for the
entire years 1996, 1995 and 1994.  This capital lease is related to
the sale/lease back transactions on the Bank's office building.
(See note 16 to the financial statements.)

Changes in the composition of the deposit structure and generally
higher average interest bearing deposits increased the amount paid
on deposits by $56,000, following $295,000 increase in 1995 from
1994 levels.

Interest on the demand notes payable decreased from 1995.  This is
the result of amortized Bank borrowing from the Federal Home Loan
Bank of Dallas.  These borrowings were incurred in 1993 and 1994 to
fund commercial real estate loans which have comparable scheduled
amortizations.

As indicated in the following table, average balances of Bancshares'
available funds have followed 1994 and 1995 trends. Average available
funds increased $2,776,000 in 1996 following increases of $2,028,000
in 1995 and $385,000 in 1994.




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


TOTAL AVAILABLE FUNDS (In Thousands of Dollars)

     
                                                     1996       
                                             -------------------
                                              DAILY
                                             AVERAGE
                                             BALANCE         %
                                             -------       -----
     Savings and NOW accounts                $12,825        22.8
     Money market investment accounts          6,649        11.8
     Other time deposits                      18,311        32.5
     Certificates of deposit of              
        $100,000 or more                       6,164        11.0
     Federal funds purchased                       1           -
     Investment in capital lease               1,589         2.8
     Notes Payable                             1,574         2.8
                                             -------       -----
     Total interest bearing   
        Liabilities                          $47,113        83.7

     Demand deposits                           9,166        16.3
                                             -------       -----
        Total available funds                $56,279       100.0%
                                             =======       =====


                                                     1995       
                                             -------------------
                                              DAILY
                                             AVERAGE
                                             BALANCE         %
                                             -------       -----
     Savings and NOW accounts                $11,985        22.4
     Money market investment accounts          5,379        10.1
     Other time deposits                      18,183        34.0
     Certificates of deposit of              
        $100,000 or more                       6,704        12.5
     Federal funds purchased                       -           -
     Investment in capital lease               1,678         3.1
     Notes Payable                             1,768         3.3
                                             -------       -----
     Total interest bearing   
        Liabilities                          $45,697        85.4

     Demand deposits                           7,806        14.6
                                             -------       -----
        Total available funds                $53,503       100.0%
                                             =======       =====




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

TOTAL AVAILABLE FUNDS (In Thousands of Dollars) (continued) 


                                                     1994       
                                             -------------------
                                              DAILY
                                             AVERAGE
                                             BALANCE         %
                                             -------       -----
     Savings and NOW accounts                $12,564        24.4
     Money market investment accounts          4,587         8.9
     Other time deposits                      15,674        30.4
     Certificates of deposit of              
        $100,000 or more                       7,399        14.4
     Federal funds purchased                       -           -
     Investment in capital lease               1,759         3.4
     Notes Payable                             1,377         2.7
                                             -------       -----
     Total interest bearing   
        Liabilities                          $43,360        84.2

     Demand deposits                           8,115        15.8
                                             -------       -----
        Total available funds                $51,475       100.0%
                                             =======       =====



During 1996, available yields in investment securities decreased,
loan demand increased, and the Bank's average loan yields were
slightly lower.  Interest differentials decreased as the compo-
sition of earning assets changed with more investments in lower
yielding highly liquid federal funds sold and the ratio of interest
earning assets as a percent of average total assets increased from
1995 and 1994 levels.

PROVISION FOR LOAN LOSSES AND NON-PERFORMING LOANS

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

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


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


PROVISION FOR LOAN LOSSES(continued)


                                                      Provision
                                                      For     
                    Allowance Allowance  Net Loans    (Recovered
             Loans  For Loan  As A % Of  Charged Off  From) Loan
       Outstanding    Losses      Loans  (Recovered)  Losses   
1996      $ 38,142     $ 506      1.33%      $    (2)   $   -
1995        34,546       504      1.46%         (102)     (100)
1994        34,775       502      1.44%          (61)     (180)


Considering the low level of non-performing loans and delinqen-
cies, the Bank recovered $100,000 from the allowance for loan
losses in 1995 and $180,000 in 1994 and made no provision for loan
losses in 1996.  Non-performing loans on non-accrual status in-
creased $61,000 to approximately $145,000 at year end 1996,
compared with $84,000 and $30,000 at December 31, 1995 and 1994,
respectively.

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

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

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

No assurance can be given that the Bank will not in any particular
period sustain loan losses which are sizable in relation to the 




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


PROVISION FOR LOAN LOSSES(continued)

amount reserved or that subsequent evaluations of the loan port-
folio, in light of conditions and factors then prevailing, will not
require significant changes in the allowance for loan losses.

The following table represents maturity and repricing data for
loans (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


OTHER INCOME

Other operating income was approximately $284,000 during 1996,
compared with $343,000 in 1995 and $364,000 in 1994.  There were no
securities gains in 1996, 1995 or 1994.  Gains on the sale of re-
possessed property contributed approximately $39,000 to the level
of other operating income in 1995 compared with $6,000 in 1994. 
Service charges on deposit accounts continued to decline slightly
from prior years.  The slight increase in insurance commissions and
other service charges and fees was primarily attributable to a
recovery in consumer loan activity. 

OTHER OPERATING EXPENSES

Other operating expenses totaled $2,496,000 in 1996, compared with
$2,279,000 in 1995, a $217,000 increase, following a $66,000 
decrease in 1995 from 1994.  The following Analysis of Other
Operating Expenses details the major categories of other operating
expenses.  Personnel expense, which normally comprises approxi-
mately one-half of non-interest expenses, totaled $1,074,000 




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

OTHER OPERATING EXPENSES(continued)

compared with $1,036,000 in 1995, and a $102,000 increase from
1994.  The 1995 increase is attributable to the Bank opening a new
facility.

Expenses related to other real estate and repossessed property, net
of rental income on these properties, increased $2,000, following
the 1995 sale of a 34 acre parcel acquired late in 1994 and the
disposition of an unoccupied building acquired in 1995.  There were
no real estate market value adjustments in 1996, 1995 or 1994. 
Aggregate related expenses, such as taxes, insurance and losses on
sales of these properties, totaled $18,000 in 1996, compared with
$10,000 in 1995, and $12,000 in 1994.  Rental income on these
properties totaled $1,000 in 1995 and $4,000 in 1994.   

Professional fees and services, primarily legal and accounting
fees, increased $224,000 to $357,000 in 1996 following a $4,000
increase in 1995 from 1994.  The 1996 expense increases were
primarily related to a recapitalization plan which was rejected by
the stockholders.
                                
                                
ANALYSIS OF OTHER OPERATING EXPENSES (In Thousands of Dollars)


                                    1996      1995      1994
                                   ------    ------    ------
Salaries and employee
   benefits                        $1,074    $1,036    $  972     
     Expenses related to
   other real estate and
   reposessed property,
   net of rental income  
   on these properties                 17         9         8
Net occupancy expense                 421       432       426
Equipment and computer
   expense                            187       204       193
Professional fees and
   services                           357       132       128
Advertising and public
   relations                           47        38        35
Stationery and supplies                44        39        42
FDIC and other insurance               37        89       141
Directors fees                         79        91        64
Other operating expenses              233       209       204
                                   ------    ------    ------
                                   $2,496    $2,279    $2,213

                                                            

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

ANALYSIS OF OTHER OPERATING EXPENSES(continued)


                                  1996/1995          1995/1994
                                    Change             Change
                                -------------      -------------  
                                Amount     %       Amount    %
                               -------------      -------------
Salaries and employee
   benefits                      $ 38      4        $ 64      7  
Expenses related to
   other real estate and
   reposessed property,
   net of rental income  
   on these properties              8     89           1     12
Net occupancy expense             (11)    (3)          6      1  
Equipment and computer
   expense                        (17)    (8)         11      6  
Professional fees and
   services                       225    170           4      3
Advertising and public              
   relations                        9     24           3      9  
Stationery and supplies             5     13          (3)    (7) 
 FDIC and other insurance         (52)   (58)        (52)   (37)
Directors fees                    (12)   (13)         27     42  
Other operating expenses           24     11           5      2
                                 ----               ----
                                 $217     10        $ 66      3
                                 ====     ==        ====     ==


LIQUIDITY AND CAPITAL RESOURCES

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

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

The Bank has $7,051,000 in loans outstanding scheduled to mature
in 1997 and another $11,855,000 floating rate loans which reprice
annually or more frequently. In addition $7,985,000 of investment
securities will mature in 1997 and another $5,135,000 of floating
rate debt securities will reprice within one year. Federal funds 




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


LIQUIDITY AND CAPITAL RESOURCES(continued)

sold amounted to $5,350,000 on December 31, 1996.  These funds
sold can immediately be converted to cash without interest or
principal penalty.

Capital adequacy depends on a variety of interacting factors,
including asset quality, liquidity, economic conditions in the
market served and strength of management.  Bancshares' ratio of
stockholders' equity to assets and to total deposits at December
31, 1996, 1995, and 1994 are as follows (in thousands of
dollars):

                              1996       1995      1994 
Stockholders' equity       $ 5,566    $ 5,662   $ 5,179 
Total assets                66,430     60,245    60,687 
Total deposits              56,793     50,770    51,498 

Ratio of stockholders'
equity to:
Total assets                  8.4%       9.4%      8.5%  
Total deposits                9.8%      11.2%     10.1%
                           
Bancshares does not have immediate plans for expansion through
acquisitions of other banks or financial institutions, or commit-
ments for significant capital expenditures.  

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

Selected capital adequacy measures for Bancshares and Guaranty
Bank are as follows as of December 31, 1996:

Risk-based capital
                               GUARANTY      GUARANTY
                              BANCSHARES       BANK    
Tier 1                           9.81%         9.31%
Total capital                   10.67%        10.16%
Leverage ratio                   8.83%         8.79%




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


LIQUIDITY AND CAPITAL RESOURCES(continued)

Bancshares paid a $2.70 dividend on its $2.70 cumulative
preferred stock, on January 24, 1997. No dividends have been
declared or paid on its $.50 cumulative preferred stock since
their issuance.  As a result, accumulated and unpaid dividends
are as follows:

     $2.70 Preferred stock, dividends 
     accumulated from January 13, 1991
     through January 13, 1997                      $2,446,892

     $.50 Preferred stock, dividends
     accumulated from January 13, 1990
     through January 13, 1997                          80,325
                                                   $2,527,217


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


FUTURE FINANCIAL ACCOUNTING AND INCOME TAX MATTERS

EFFECTS OF INFLATION

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

At periodic intervals, examiners from the Louisiana Department of
Financial Institutions and the FDIC routinely examine the Bank's
financial statements as part of their legally prescribed
oversight of the banking industry.  Based on these examinations,
the regulators can direct that the Bank's financial statements be
adjusted in accordance with their findings.  The regulators have
not proposed significant adjustments to the Bank's financial
statements in prior years.  Although no adjustments are
anticipated, in view of the increasingly uncertain regulatory
environment in which the Bank now operates, the extent, if any,
of such adjustments to the 1996 financial statements cannot
presently be determined.




            INTEREST RATE AND INTEREST DIFFERENTIAL
                         (In thousands)


                                                   1996
                                        -------------------------
                                         Daily    Amount
                                        Average   Earned  Average
                                        Balance   or Paid   Rate
ASSETS:
     Interest earning assets
          Loans                         $36,715   $ 3,467    9.4%
          Taxable securities             15,099       864    5.7
          Tax exempt securities             670        38    5.7
          Federal fund sold and time
            deposits with other banks     5,174       275    5.3
                                        -------   -------    
          
          Total interest earning assets  57,658     4,644    8.1%
                                         -------   -------    --- 


     Non-interest earning assets:
          Cash and due from banks         2,081
          Bank premises and equipment     2,062
          Other assets                    1,413
          Allowance for loan losses        (507)
                                        -------
          Total assets                  $62,707
                                        =======

LIABILITIES AND STOCKHOLDERS' EQUITY:
     Interest bearing liabilities: 
          Deposits:                
            Savings accounts              6,760       186    2.8%
            NOW accounts                  6,065       135    2.2
            Money market investment
             accounts                     6,649       188    2.8
            Other time deposits          24,475     1,220    5.0
          Federal funds purchased             1        -      - 
          Investment in capital lease     1,589       159   10.0
          Notes payable                   1,574       109    6.9
                                        -------   -------   
          Total interest bearing
            liabilities                  47,113     1,997    4.2%
                                        -------   -------   ----

     Non-interest bearing liabilities
       and stockholders' equity
          Demand deposits                 9,166
          Other liabilities                 634
          Stockholders' equity            5,794
                                        -------

          Total liabilities and
            stockholders' equity        $62,707
                                        =======    

          Net interest income/average
            Interest earnings assets              $ 2,647    4.6%
                                                  =======    ===





                                                   1995
                                        -------------------------
                                         Daily    Amount
                                        Average   Earned  Average
                                        Balance   or Paid   Rate
ASSETS:
     Interest earning assets
          Loans                         $35,112   $ 3,430    9.8%
          Taxable securities             15,432       898    5.8
          Tax exempt securities             400        22    5.5
          Federal fund sold and time
            deposits with other banks     3,242       189    5.8
                                        -------   -------    
          
          Total interest earning assets  54,186     4,539    8.4%
                                         -------   -------    --- 


     Non-interest earning assets:
          Cash and due from banks         2,120
          Bank premises and equipment     2,135
          Other assets                    1,475
          Allowance for loan losses        (509)
                                        -------
          Total assets                  $59,407
                                        =======

LIABILITIES AND STOCKHOLDERS' EQUITY:
     Interest bearing liabilities: 
          Deposits:                
            Savings accounts              7,133       205    2.9%
            NOW accounts                  4,852       112    2.3
            Money market investment
             accounts                     5,379       143    2.7
            Other time deposits          24,887     1,213    4.9
          Federal funds purchased           -          -       -
          Investment in capital lease     1,678       168   10.0
          Notes payable                   1,768       122    6.9
                                        -------   -------   
          Total interest bearing
            liabilities                  45,697     1,963    4.3%
                                        -------   -------   ----

     Non-interest bearing liabilities
       and stockholders' equity
          Demand deposits                 7,806
          Other liabilities                 478
          Stockholders' equity            5,426
                                        -------
          Total liabilities and
            stockholders' equity        $59,407
                                        =======    
          Net interest income/average
            Interest earnings assets              $ 2,576    4.6%
                                                  =======    === 





                                        1996 Compared with 1995
                                            Variance due to
                                      ---------------------------
                                                        
                                                     Rate/
                                      Volume  Rate  Volume  Total
ASSETS:
     Interest earning assets
          Loans                         157   (115)    (5)    37
          Taxable securities            (19)   (15)     -    (34)
          Tax exempt securities          15      1      -     16
          Federal fund sold and time
            deposits with other banks   113    (17)   (10)    86
                                       ----   ----   ----   ----
          
          Total interest earning assets 266   (146)   (15)   105
                                       ----   ----   ----   ----

     Non-interest earning assets:
          Cash and due from banks        
          Bank premises and equipment    
          Other assets                   
          Allowance for loan losses       
                                       
          Total assets                  
                                       

LIABILITIES AND STOCKHOLDERS' EQUITY:
     Interest bearing liabilities: 
          Deposits:                
            Savings accounts            (11)    (8)     -    (19)
            NOW accounts                 28     (4)    (1)    23
            Money market investment
             accounts                    34      9      2     45
            Other time deposits         (20)    27      -      7
          Federal funds purchased         -      -      -      -
          Investment in capital lease    (9)     -      -     (9)
          Notes payable                 (13)     -      -    (13)
                                       ----   ----   ----   ----
          Total interest bearing
            liabilities                   9     24      1     34
                                       ----   ----   ----   ----

     Non-interest bearing liabilities
       and stockholders' equity
          Demand deposits                
          Other liabilities                    
          Stockholders' equity                      
                                               
          Total liabilities and
            stockholders' equity                
                                                   
          Net income/average
            Interest earnings assets    257   (170)   (16)    71  
                                       ====   ====   ====     ====





                                        1995 Compared with 1994
                                            Variance due to
                                      ---------------------------
                                                        
                                                     Rate/
                                      Volume  Rate  Volume  Total
ASSETS:
     Interest earning assets
          Loans                          93     50      1    144
          Taxable securities              3    163      1    167 
          Tax exempt securities          15     (1)    (1)    13
          Federal fund sold and time
            deposits with other banks    59     27     19    105
                                       ----   ----   ----   ----
          
          Total interest earning assets 170    239     20    429
                                       ----   ----   ----   ----

     Non-interest earning assets:
          Cash and due from banks        
          Bank premises and equipment    
          Other assets                   
          Allowance for loan losses       
                                       
          Total assets                  
                                       

LIABILITIES AND STOCKHOLDERS' EQUITY:
     Interest bearing liabilities: 
          Deposits:                
            Savings accounts            (25)   (11)     1    (35)
            NOW accounts                  6     (7)     -     (1)
            Money market investment
             accounts                    21      3      -     24
            Other time deposits          71    219     17    307
          Federal funds purchased         -      -      -      -

          Investment in capital lease    (8)     -      -     (8)
          Notes payable                  26      2      1     29 
                                       ----   ----   ----   ----
          Total interest bearing
            liabilities                  91    206     19    316
                                       ----   ----   ----   ----

     Non-interest bearing liabilities
       and stockholders' equity
          Demand deposits                
          Other liabilities                    
          Stockholders' equity                      
                                               
          Total liabilities and
            stockholders' equity               
                                                   
          Net interest income/average
            Interest earnings assets     79     33      1   113   
                                      ====   ====   ====  ====



Loans on which interest accruals have been stopped are included
in the daily average balances of loans outstanding.

Yields on tax exempt securities have not been computed on a pre-tax
equivalent basis.




                      MANAGEMENT STATEMENT



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

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

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

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




                   INDEPENDENT AUDITOR'S REPORT







To the Board of Directors and Stockholders
of Guaranty Bancshares Holding Corporation
Morgan City, Louisiana


    We have audited the consolidated statements of financial
condition of Guaranty Bancshares Holding Corporation and
Subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of income, changes in stockholders' equity,
and cash flows for the years ended December 31, 1996, 1995 and
1994.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audits. 

    We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

    In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Guaranty Bancshares Holding Corporation and
Subsidiaries as of December 31, 1996, and 1995 and the results of
heir operations and their cash flows for the years ended December
31, 1996, 1995 and 1994 in conformity with generally accepted
accounting principles.


                     Darnall, Sikes, Kolder, Frederick & Rainey 
                    A Corporation of Certified Public Accountants



Morgan City, Louisiana
January 10, 1997




     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES

          Consolidated Statements of Financial Condition
                    December 31, 1996 and 1995



                                                   1996         1995     

     ASSETS

CASH AND DUE FROM BANKS                         $ 2,626,234  $ 3,229,648

FEDERAL FUNDS SOLD                                5,350,000    3,325,000

INVESTMENT SECURITIES
  Securities held to maturity (market 
    value $12,832,000 and $10,980,000, 
    respectively)                                12,817,805   10,963,516
  Securities available for sale, at 
    market                                        4,648,356    5,196,792
         Total investment securities             17,466,161   16,160,308

LOANS                                            38,151,912   34,552,371
Less:  Allowance for loan losses                    505,948      503,826
       Unearned income                                9,660        6,795
         Total net loans                         37,636,304   34,041,750

OTHER REAL ESTATE                                      -          64,682
BANK PREMISES AND EQUIPMENT                       1,968,945    2,083,415
ACCRUED INTEREST RECEIVABLE                         339,229      375,810
OTHER ASSETS                                      1,043,616      963,977

         TOTAL ASSETS                           $66,430,489  $60,244,590
                                                ===========  ===========



(Continued)




     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES

    Consolidated Statements of Financial Condition (Continued)
                    December 31, 1996 and 1995



                                                    1996         1995     
  

     LIABILITIES AND STOCKHOLDERS' EQUITY

DEPOSITS
  Non-interest bearing deposits                 $ 8,825,716  $ 8,418,740
  NOW account deposits                            7,539,524    5,404,616
  Money market investment accounts                8,460,816    6,842,230
  Savings deposits                                6,675,204    7,147,835
  Other time deposits                            18,886,236   17,330,796
  Certificates of deposits of 
    $100,000 or more                              6,405,906    5,625,997
         Total deposits                          56,793,402   50,770,214

Notes payable                                     1,480,051    1,681,446
Obligation under capital lease                    1,546,121    1,631,734
Accrued interest payable                            209,675      135,287
Other liabilities                                   834,829      363,896
         Total liabilities                       60,864,078   54,582,577

COMMITMENTS AND CONTINGENCIES                          -            -   

STOCKHOLDERS' EQUITY
  $2.70 cumulative preferred stock                3,481,115    3,481,115
  $.50 cumulative preferred stock                   107,310      107,310
  Class A common stock                            1,050,000    1,050,000
  Class B common stock                               17,088       17,088
  Capital surplus                                 2,039,004    2,039,004
  Accumulated deficit                            (1,130,771)  (1,023,669)
  Treasury stock                                    (13,835)     (15,835)
  Net unrealized gain on securities 
    available for sale                               16,500        7,000
         Total stockholders' equity               5,566,411    5,662,013

         TOTAL LIABILITIES AND 
           STOCKHOLDERS' EQUITY                 $66,430,489  $60,244,590
                                                ===========  ===========



The accompanying notes are an integral part of this statement. 




     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES

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

  
                                       1996         1995         1994     

INTEREST INCOME
  Interest and fees on 
    loans                          $ 3,466,559  $ 3,430,339  $ 3,285,524
  Interest on investment 
    securities:
      U. S. Treasury 
        securities                      38,775      256,200      221,301
      Obligations of 
        U. S. agencies 
        and corporations               801,822      616,860      493,449
      Obligations of 
        states and 
        political 
        subdivisions                    37,878       22,312        8,610
      Other investments                 23,919       25,070       16,528
  Interest on federal 
    funds sold and time 
    deposits with banks                275,281      188,458       84,242
          Total interest 
            income                   4,644,234    4,539,239    4,109,654

INTEREST EXPENSE
  Interest on deposit 
    accounts                         1,729,347    1,673,166    1,377,954
  Interest on federal 
    funds purchased                         65         -            -   
  Interest on capital lease            158,953      167,840      175,891
  Interest on notes 
    payable                            108,908      121,957       93,082
        Total interest 
          expense                    1,997,273    1,962,963    1,646,927

        Net interest 
          income                     2,646,961    2,576,276    2,462,727

RECOVERY FROM LOAN 
  LOSSES                                  -         100,000      180,000

      Net interest income 
        after recovery  
        from loan losses             2,646,961    2,676,276    2,642,727


(Continued) 
 



     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES

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


                                        1996         1995         1994     

OTHER INCOME 
  Service charges on 
    deposit accounts                   183,371      204,908      231,685
  Insurance commissions, 
    other service charges
    and fees                            59,512       54,061       54,967
  Other operating income                40,874       83,711       77,439
        Total other 
          income                       283,757      342,680      364,091
                                                                  
                                 
OPERATING EXPENSES                   2,496,072    2,278,787    2,213,202

        Net income before 
          income tax 
          expense                      434,646      740,169      793,616

INCOME TAX EXPENSE
  Current                              126,127       96,046        4,622
  Deferred                              24,118      166,954      280,878
                                       150,245      263,000      285,500

        Net income                     284,401      477,169      508,116

DIVIDENDS REQUIRED FOR 
  PREFERRED STOCK                     (402,453)    (402,453)    (404,275)

        NET INCOME (LOSS) 
          AVAILABLE FOR 
          COMMON 
          STOCKHOLDERS             $  (118,052) $    74,716  $   103,841
                                   ============ ===========  ===========

Income (loss) per common 
  share                            $      (.32) $       .20  $       .28  
                                   ===========  ===========  ===========

Weighted average common 
  shares outstanding                   372,958      373,728      374,375
                                   ===========  ===========  ===========


The accompanying notes are an integral part of this statement. 




     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES

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



                                          $2.70 Cumulative Preferred     
                                                 Number of Shares             
                                       Authorized    Issued      Amount   

Balance at January 1, 1994                145,676    145,676   $3,497,320

Net income                                   -          -            -   

Cash dividends:
  $2.70 preferred stock                      -          -            -   

Change in net unrealized 
  (loss) on securities 
  available for sale                         -          -            -   

Balance at December 31, 1994              145,676    145,676    3,497,320

Net income                                   -          -            -   

Acquisition of treasury stock:
  675 shares $2.70 cumulative 
    preferred stock                         (675)      (675)     (16,205)

Change in net unrealized gain 
  on securities available 
  for sale                                   -          -            -   

Balance at December 31, 1995              145,001    145,001    3,481,115

Net income                                   -          -            -   

Cash dividends:
  $2.70 preferred stock                      -          -            -   

Sale of treasury stock 400
  shares Class A Common                      -          -            -   

Change in net unrealized gain 
  on securities available for 
  sale                                       -          -            -   

Balance at December 31, 1996              145,001    145,001   $3,481,115
                                         ========   ========   ==========

(Continued)




     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES

    Consolidated Statements of Changes in Stockholders' Equity
                           (Continued)
           Years Ended December 31, 1996, 1995 and 1994



                                           $.50 Cumulative Preferred     
                                                  Number of Shares            
                                         Authorized    Issued    Amount   

Balance at January 1, 1994                 64,324      21,900   $107,310

Net income                                   -           -          -   

Cash dividends:
  $2.70 preferred stock                      -           -          -   

Change in net unrealized (loss) 
  on securities available for 
  sale                                       -           -          -   

Balance at December 31, 1994               64,324      21,900    107,310

Net income                                   -           -          -   

Acquisition of treasury stock:
  675 shares $2.70 cumulative 
    preferred stock                           675        -          -   

Change in net unrealized gain on 
  securities available for sale              -           -          -   

Balance at December 31, 1995               64,999      21,900    107,310

Net income                                   -           -          -   

Cash dividends:
  $2.70 preferred stock                      -           -          -   

Sale of treasury stock 400 shares 
  Class A Common                             -           -          -   

Change in net unrealized gain on 
  securities available for sale              -           -          -   

Balance at December 31, 1996               64,999      21,900   $107,310
                                          =======     =======   ========

(Continued) 




     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
    Consolidated Statements of Changes in Stockholders' Equity
                           (Continued)
           Years Ended December 31, 1996, 1995 and 1994


                                                  Class A Common           
                                                  Number of Shares      
                                         Authorized   Issued      Amount    

Balance at January 1, 1994                210,000     210,000   $1,050,000

Net income                                   -           -           -   

Cash dividends:
  $2.70 preferred stock                      -           -           -   

Change in net unrealized (loss) 
  on securities available for 
  sale                                       -           -           -   

Balance at December 31, 1994              210,000     210,000    1,050,000

Net income                                   -           -           -   

Acquisition of treasury stock:
  675 shares $2.70 cumulative 
    preferred stock                          -           -           -   

Change in net unrealized gain 
  on securities available for 
  sale                                       -           -           -   

Balance at December 31, 1995              210,000     210,000    1,050,000

Net income                                   -           -          -   

Cash dividends:
  $2.70 preferred stock                      -           -          -   

Sale of treasury stock 400 
  shares Class A Common                      -           -          -   

Change in net unrealised gain 
  on securities available for 
  sale                                       -           -          -   

Balance at December 31, 1996              210,000     210,000 $1,050,000
                                         ========    ======== ==========

(Continued)




     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
    Consolidated Statements of Changes in Stockholders' Equity
                           (Continued)
           Years Ended December 31, 1996, 1995 and 1994



                                                    Class B Common         
                                                   Number of Shares             
                                          Authorized   Issued     Amount  

Balance at January 1, 1994                  210,000   170,877     $17,088

Net income                                     -          -           -   

Cash dividends:
  $2.70 preferred stock                        -          -           -   

Change in net unrealized (loss) on
  securities available for sale                -          -           -   

Balance at December 31, 1994                210,000    170,877     17,088

Net income                                     -          -           -   

Acquisition of treasury stock:
  675 shares #2.70 cumulative 
    preferred stock                            -          -           -   

Change in net unrealized gain on 
  securities available for sale                -          -           -   

Balance at December 31, 1995                210,000    170,877     17,088

Net income                                     -          -           -   

Cash dividends:
  $2.70 preferred stock                        -          -           -   

Sale of treasury stock 400 shares
  Class A Common                               -          -           -   

Change in net unrealized gain on 
  securities available for sale                -          -           -   

Balance at December 31, 1996                210,000    170,877   $ 17,088
                                           ========   ========   ========



(Continued)




     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES

    Consolidated Statements of Changes in Stockholders' Equity
                           (Continued)
           Years Ended December 31, 1996, 1995 and 1994



                                         Capital       Accumulated  
                                         Surplus         Deficit    


Balance at January 1, 1994             $2,039,004     $(1,914,676)

Net income                                   -            508,116

Cash dividends:
  $2.70 preferred stock                      -            (98,333)

Change in net unrealized (loss) on
  securities available for sale              -               -   

Balance at December 31, 1994            2,039,004      (1,504,893)

Net income                                   -            477,169

Acquisition of treasury stock:
  675 shares $2.70 cumulative 
    preferred stock                          -              4,055

Change in net unrealized gain on 
  securities available for sale              -               -   

Balance at December 31, 1995            2,039,004      (1,023,669)

Net income                                   -            284,401

Cash dividends:
  $2.70 preferred stock                      -           (391,503)

Sale of treasury stock 400 shares
  Class A Common                             -               -   

Change in net unrealized gain on 
  securities available for sale              -               -   

Balance at December 31, 1996           $2,039,004     $(1,130,771)
                                       ==========     ===========

(Continued)




     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES

    Consolidated Statements of Changes in Stockholders' Equity
                           (Continued)
           Years Ended December 31, 1996, 1995 and 1994

                                                            Net      
                                                        Unrealized   
                                                        Gain (Loss)  
                                                            on      
                                                        Securities  
                                          Treasury      Available   
                                            Stock       For Sale    


Balance at January 1, 1994               $(15,835)      $   -   

Net income                                   -              -   

Cash dividends:
  $2.70 preferred stock                      -              -   

Change in net unrealized (loss) on
  securities available for sale              -          (11,000)

Balance at December 31, 1994              (15,835)      (11,000)

Net income                                   -             -   

Acquisition of treasury stock:
  675 shares $2.70 cumulative 
    preferred stock                          -             -   

Change in net unrealized gain on
  securities available for sale              -           18,000

Balance at December 31, 1995              (15,835)        7,000

Net income                                   -             -   


Cash dividends:
  $2.70 preferred stock                      -             -   

Sale of treasury stock 400 shares
  Class A Common                            2,000          -   

Change in net unrealized gain on 
  securities available for sale              -            9,500

Balance at December 31, 1996             $(13,835)     $ 16,500
                                         ========      ========




     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES

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


                                      1996          1995          1994      

CASH FLOWS FROM OPERATING 
  ACTIVITIES
    Net income                  $    284,401  $    477,169  $    508,116

  Adjustments to reconcile 
    net income to net cash 
    provided by operating 
    activities:
      Accretion of 
        discount on 
        investments                 (234,221)     (234,681)      (42,311)
      Recovery from 
        loan losses                     -         (100,000)     (180,000)
      Gain on sale of 
        fixed assets                    -           (9,495)       (8,294)
      Gain on sale of 
        other real estate               -          (38,892)       (5,846)
      Depreciation and 
        amortization                 306,389       302,965       274,605
      (Increase) decrease 
        in accrued interest 
        receivable                    36,581       (15,329)       (7,537)
      Increase (decrease) 
        in accrued interest 
        payable                       74,388        11,186        34,369
      Increase (decrease) 
        in other 
        liabilities                   79,430        54,993      (338,586)
          Net cash 
          provided by 
          operating 
          activities                 546,968       447,916       234,516

CASH FLOWS FROM INVESTING 
  ACTIVITIES
    Increase in federal 
      funds sold                  (2,025,000)     (685,000)   (1,540,000)
    Proceeds from 
      maturities of 
      investment 
      securities                  30,558,374    20,542,000    12,979,412


(Continued)




    GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES

        Consolidated Statements of Cash Flows (Continued)
           Years Ended December 31, 1996, 1995 and 1994


                                     1996          1995          1994      

    Purchase of investment 
      securities                 (31,620,506)  (19,776,840)  (12,693,828)
    Net (increase) 
      decrease in loans           (3,594,554)      231,171    (3,006,098)
    Proceeds from sales 
      of other real estate 
      and repossessed 
      property                        64,682       149,903        43,000
    Sale of interest-
      bearing deposits                  -             -          515,000
    Proceeds from sales 
      of premises and 
      equipment                         -            6,500        26,000
    Purchase of bank 
      premises and 
      equipment                     (191,919)     (180,268)      (58,034)
    Changes in other 
      assets                         (79,639)       50,138       187,029
    Proceeds from sale 
      of treasury stock                2,000          -             -   
          Net cash 
          provided (used) 
          by investing 
          activities              (6,886,562)      337,604    (3,547,519)

CASH FLOWS FROM FINANCING 
  ACTIVITIES
    Net increase 
      (decrease) in 
      demand deposits, 
      NOW accounts and 
      savings accounts             5,243,279     2,374,307      (180,520)
    Net increase 
      (decrease) in 
      certificates of 
      deposit                        779,909    (3,101,717)    4,624,921
    Proceeds from note 
      payable                           -             -        1,400,000
    Repayment of notes 
      payable                       (201,395)     (172,723)     (127,243)



(Continued) 




     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES

        Consolidated Statements of Cash Flows (Continued)
           Years Ended December 31, 1996, 1995 and 1994


                                       1996          1995          1994      

    Repayments of capital 
      lease obligation               (85,613)      (91,605)      (76,218)
          Net cash 
          provided (used) 
          by financing 
            activities             5,736,180      (991,738)    5,640,940

        Net increase 
          (decrease) in 
          cash, cash 
          equivalents and 
          due from banks            (603,414)     (206,218)    2,327,937

CASH, CASH EQUIVALENTS 
  AND DUE FROM BANKS, 
  beginning of year                3,229,648     3,435,866     1,107,929

CASH, CASH EQUIVALENTS 
  AND DUE FROM BANKS, 
  end of year                   $  2,626,234  $  3,229,648  $  3,435,866
                                ============  ============  ============

Supplemental Cash Flow Information:

  Interest paid                 $  1,922,885  $  1,951,777  $ 1,612,558 
                                ============  ============  ============


The accompanying notes are an integral part of this statement.




     GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES

            Notes to Consolidated Financial Statements



 (1)     Summary of Significant Accounting Policies

         The accounting and reporting policies of Guaranty
    Bancshares Holding Corporation (Bancshares) and its
    subsidiaries conform with generally accepted accounting
    principles and general practices followed in the banking
    industry.  The principles which significantly affect the
    determination of financial position, results of operations and
    cash flows are summarized below:

    A.   Basis of Accounting

              The consolidated financial statements include
         the accounts of Bancshares and its wholly-owned
         subsidiaries.  Significant intercompany accounts
         and transactions are eliminated.

    B.   Investment Securities

              On January 1, 1994, Bancshares adopted
         Statement of Financial Accounting Standards (SFAS)
         No. 115 "Accounting for Certain Investments in Debt
         and Equity Securities."  SFAS No. 115 requires the
         classification of securities into one of three
         categories:  trading, available for sale or held to
         maturity.

              Securities which Bancshares has the intent and
         ability to hold for the long-term or until maturity
         are classified as held to maturity or held for
         investment.  These securities are stated at cost,
         adjusted for amortization of premiums and accretion
         of discounts using either the interest method or
         straight-line method, which produces approximately
         the same results.  Realized gains or losses are
         recognized at the time of sale or call of a
         security and are shown as a separate component of
         other income in the consolidated statements of
         income.

              Securities which may be sold in response to
         changes in interest rates, liquidity needs or
         asset/liability management strategies are
         classified as held for sale.  These securities are
         stated at market.  Adjustments to market are shown
         as a separate component of stockholders' equity.

             Interest earned on investment securities is
         included in interest income.  Also included in
         interest income are amortization of premiums and
         accretion of discounts on investment securities
         which were computed using the straight-line method.

    C.   Loans

             Interest income on commercial, real estate,
         mortgage and installment loans is accrued based on
         the principal amounts outstanding. 

             Nonperforming loans consist of nonaccrual
         loans and restructured loans.  Loans past due 90
         days or more are considered to be performing until
         placed on nonaccrual status.  Loans are placed on
         nonaccrual status when, in the opinion of
         management, there is sufficient uncertainty as to
         timely collection of reported earnings of some or
         all of the contractual interest.  When a loan is
         placed on nonaccrual status, interest accrued but
         not collected is usually reversed against interest
         income.  Generally, any payments received on
         nonaccrual loans are first applied to reduce
         outstanding principal amounts.  Loans are not
         reclassified as accruing until interest and
         principal payments are brought current and future
         payments are reasonably assured.

    D.   Allowance for Loan Losses

             The allowance for loan losses is established
         through a provision for loan losses charged to
         expense.  The allowance represents an amount which,
         in management's judgement, will be adequate to
         absorb probable losses on existing loans that may
         become uncollectible.  Management's judgement in
         determining the adequacy of the allowance is based
         on evaluations of the collectibility of loans. 
         Ultimate losses may vary from the current
         estimates.  These estimates are reviewed
         periodically and, as adjustments become necessary,
         they are reported in earnings in the periods in
         which they become known.  These evaluations take
         into consideration such factors as changes in the
         nature and volume of the loan portfolio, current
         economic conditions that may affect the borrower's
         ability to pay, overall portfolio quality, and
         review of specific problem loans.  Loans are
         charged against the allowance for loan losses when
         management believes that collectibility of the
         principal is unlikely.

    E.   Depreciation

             Premises and equipment are stated at cost,
         less accumulated depreciation and amortization of
         $1,870,187 and $1,578,835 at December 31, 1996 and
         1995, respectively.  For book purposes,
         depreciation and amortization are included in
         occupancy equipment expenses and are computed on
         the straight line basis over the useful lives of
         the assets which range from three to forty years. 
         For income tax purposes, depreciation of assets
         acquired prior to January 1, 1981, is calculated on
         the straight-line method and depreciation of assets
         acquired after December 31, 1980, is calculated
         using the Accelerated Cost Recovery (ACRS) or
         Modified Accelerated Cost Recovery (MACRS) System
         of the Internal Revenue Service.  Maintenance and
         repairs which do not extend the life of banking
         premises and equipment are charged to operating
         expenses.

    F.   Foreclosed Assets

             Property acquired through foreclosure is
         stated at the lower of the recorded amount of the
         loan for which the foreclosed asset served as
         collateral or the current fair market value.  Fair
         value is the anticipated sales price of the assets,
         based upon independent appraisals and other
         relevant factors.  When a reduction of the carrying
         value to the fair value is required at the time the
         loan is reclassified as a foreclosed asset, the
         difference is charged to the allowance for loan
         losses.  Any subsequent reductions are charged to
         nonperforming assets expense.  Revenues and
         expenses associated with operating or disposing of
         foreclosed assets are recorded during the period in
         which they are incurred.

    G.   Income Taxes

             Bancshares and its subsidiaries file a
         consolidated federal income tax return.  Income is
         allocated to each member of the group using the
         percentage-of-taxable-income method.  The Company
         has adopted SFAS 109, "Accounting for Income
         Taxes", to account for deferred income taxes. 
         Deferred taxes are computed based on the tax
         liability or benefit in future years of the
         reversal of temporary differences in the
         recognition of income or deduction of expenses
         between financial and tax reporting purposes.  The
         principal items resulting in the differences are
         net operating loss carryforwards, tax credit
         carryforwards, differences due to book and tax
         depreciation differences, and basis difference in
         the reserve for loan losses.  The net difference
         between tax expense and taxes currently payable is
         reflected in the statement of financial condition
         as deferred taxes.  Deferred tax assets and/or
         liabilities are classified as current and
         noncurrent based on the classification of the
         related asset or liability for financial reporting
         purposes, or based on the expected reversal date
         for deferred taxes that are not related to an asset
         or liability.  
 
    H.   Cash Equivalents

             For purposes of the Statements of Cash Flows,
         the Bank considers cash equivalents to be "cash and
         due from banks."

    I.   Earnings Per Common Share

             Income for primary earnings per share is
         adjusted for preferred stock dividends.  Earnings
         per share are computed based on the weighted
         average number of common shares outstanding.

    J.   Use of Estimates

             The preparation of financial statements in
         conformity with generally accepted accounting
         principles requires management to make estimates
         and assumptions that affect the reported amounts of
         assets and liabilities and disclosures on
         contingent assets and liabilities at the date of
         the financial statements and the reported amounts
         of revenues and expenses during the reporting
         period.  Actual results could differ from those
         estimates.

             Material estimates that are particularly
         susceptible to significant change relate to the
         determination of the allowance for losses on loans
         and the valuation of foreclosed real estate.  In
         connection with the determination of the estimated
         losses on loans and foreclosed real estate,
         management obtains independent appraisals for
         significant properties.

             While management uses available information to
         recognize losses on loans and foreclosed real
         estate, further reductions in the carrying amounts
         of loans and foreclosed assets may be necessary
         based on changes in local economic conditions.  In
         addition, regulatory agencies, as an integral part
         of their examination process, periodically review
         the estimated losses on loans and foreclosed real
         estate.  Such agencies may require the Bank to
         recognize additional losses based on their
         judgments about information available to them at
         the time of their examination.


 (2)     Cash and Due From Banks

         The Bank is required to maintain average reserve balances
    with the Federal Reserve Bank.  "Cash and due from banks"  in
    the consolidated statements of financial condition include
    amounts so restricted of $301,000 and $241,000 at December 31,
    1996 and 1995, respectively.


  (3)     Investment Securities

         An analysis of the amortized cost and market value of the
    investment portfolio by maturity periods at December 31, 1996
    follows (in thousands):

                                              Amortized    Market
                                                Cost       Value 

    Due within one year                        $11,485    $11,502
    Due from one to five years                   4,387      4,404
    Due from five to ten years                     354        361
    Due after ten years                          1,215      1,213

      Total investment securities              $17,441    $17,480

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

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

    December 31, 1996:
      Held to maturity 
        U. S. Treasury 
          securities  $  250   $ -      $ -      $ -       $  250
        Obligations 
          of U. S. 
          agencies and
          corporations 8,696    3,083       26       93    11,898
        Obligations of 
          states and 
          political 
           subdivisions   30      303      328     -          661
        Other 
          investments      9     -        -        -            9

            TOTAL     $8,985   $3,386   $  354   $   93   $12,818
                      ======   ======   ======   ======   =======

                                            Gross          Approx.
                                          Unrealized       Market 
                                        Gains   Losses     Value              

    December 31, 1996:
      Held to maturity 
        U. S. Treasury 
          securities                    $    1   $ -      $   251
        Obligations 
          of U. S. 
          agencies and
          corporations                       8        8    11,898
        Obligations of 
          states and 
          political 
           subdivisions                     13     -          674
        Other investments                 -        -            9

            TOTAL                       $   22   $    8   $12,832
                                        ======   ======   =======


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

      Available for sale
        Obligations of
          U. S. agencies 
          and corporations $2,501  $1,000  $ -     $  608  $4,109
        Federal Home Loan 
          Bank Stock, 
          restricted         -       -       -        364     364
        Other 
          investments        -       -       -        150     150

            TOTAL          $2,501  $1,000  $ -     $1,122  $4,623
                           ======  ======  ======  ======  ======


                                              Gross        Approx.
                                           Unrealized      Market 
                                         Gains   Losses    Value               
      Available for sale
        Obligations of U. S. agencies 
           and corporations             $   30   $    5    $4,134
        Federal Home Loan Bank stock, 
          restricted                      -        -          364
        Other investments                 -        -          150

            TOTAL                       $   30   $    5    $4,648
                                        ======   ======    ======
 

                                  Amortized Cost Maturing        
                          Within  One to   5-10    Over          
                           1 Yr   5 Yrs    Yrs    10 Yrs   Total 
    December 31, 1995:
      Held to maturity 
        U. S. Treasury 
          securities      $1,997  $ -     $ -     $ -     $ 1,997
        Obligations of 
          U. S. agencies 
          and corporations 4,968   3,072      92     123    8,255
        Obligations of 
          states and 
          political 
          subdivisions        31     250     411    -         692
        Other investments   -         20    -       -          20

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


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

            TOTAL                       $  27    $  11    $10,980
                                        ======   ======   =======


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

      Available for sale
        Obligations of 
          U. S. agencies 
          and 
          corporations$  500   $3,505   $ -      $  688   $ 4,693
        Federal Home 
          Loan Bank 
          stock, 
          restricted    -        -        -         343       343
        Other 
          investments   -        -        -         150       150

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


                                            Gross          Approx.
                                          Unrealized       Market 
                                        Gains   Losses     Value               
      Available for sale
        Obligations of U. S. 
          agencies and corporations     $   14   $    3    $4,704
        Federal Home Loan Bank
          stock, restricted               -        -          343
        Other investments                 -        -          150


            TOTAL                       $   14   $    3    $5,197
                                        ======   ======    ====== 
 
       Neither Bancshares nor its subsidiaries engage in
    securities trading activities.

         Investment securities with aggregate carrying values of
    approximately $9,047,000 and $6,882,000 at December 31, 1996
    and 1995, respectively, were pledged to secure public deposits
    as required by law.

         Maturities of mortgage-backed securities are included in
    obligations of U.S. agencies and corporations and are
    classified by contractual (stated) maturity dates.  Expected
    maturities may differ from contractual maturities because
    borrowers may have the right to call or prepay obligations
    with or without call or prepayment penalties.  During 1996,
    $159,000 of mortgage-backed securities were paid out prior to
    maturity.


 (4)     Loans

         Major classifications of loans at December 31, 1996 and
    1995 are as follows:

                                              December 31,       
                                          1996           1995    
 
    Commercial, financial and 
      agricultural                     $28,739,748   $26,762,289 
    Real estate                          2,849,817     2,189,211 
    Installment                          6,562,347     5,600,871 
                                        38,151,912    34,552,371 
    Less:  Unearned income                  (9,660)       (6,795)

                                       $38,142,252   $34,545,576 
                                       ===========   =========== 

         The Bank has had transactions, in the ordinary course of
    business, with officers and directors of Bancshares and of the
    Bank, their immediate families and companies of which the
    directors are principal owners.  All such transactions were on
    substantially the same terms, including interest rates and
    collateral on loans, as those prevailing at the same time for
    comparable transactions with others and did not involve more
    than normal risk of collectibility or present other
    unfavorable features.  Loans to these persons and the related
    activity for 1996 are summarized as follows:

 
    Balance, January 1, 1996                          $1,728,462 
    Additions and new directors                        2,458,739 
    Payments and persons no longer with the bank        (965,135)

    Balance, December 31, 1996                        $3,222,066 
                                                      ========== 

         A summary of transactions in the allowance for loan losses
    follows:
                                    Year Ended December 31,      
                                 1996        1995        1994    

    Balance, beginning of year $ 503,826   $ 502,145   $ 620,795 
    Losses charged to allowance   (8,271)    (17,526)    (34,944)
    Recoveries credited to 
      allowance                   10,393     119,207      96,294 
    Recovery credited to 
      expense                       -       (100,000)   (180,000)

    Balance, end of year       $ 505,948   $ 503,826   $ 502,145 
                               =========   =========   ========= 

         The Bank had non-performing loans on non-accrual status
    aggregating approximately $145,000 at December 31, 1996 and
    $84,000 at December 31, 1995.  During the years ended December
    31, 1996 and December 31, 1995, the Bank recognized
    approximately $2,000 and $4,000, respectively in interest
    income related to these loans.  No interest income was
    recognized in 1994.  Had all the non-performing loans during
    the years been accruing interest at their contracted rates,
    approximately $13,000, $4,000 and $3,000 of additional
    interest income would have been recognized for 1996, 1995 and
    1994, respectively.

  (5)     Bank Premises and Equipment

         Major classification of these assets at December 31, 1996
    and 1995 are summarized as follows:
                                             1996         1995   

    Land                                  $  161,867   $   10,000
    Buildings                                652,526      652,526
    Leased assets and improvements         1,976,310    1,976,310
    Furniture and equipment                1,048,429    1,023,414
                                           3,839,132    3,662,250
    Accumulated depreciation and 
      amortization                         1,870,187    1,578,835

                                          $1,968,945   $2,083,415

         Depreciation and amortization amounted to $306,389,
    $302,965, and $274,605 for 1996, 1995 and 1994, respectively.


 (6)     Deposits

         A summary of interest expense on deposit accounts follows:

                                     Year Ended December 31,     
                                  1996        1995        1994   

    NOW accounts               $  134,655  $  111,664  $  112,841
    Money market investment 
      accounts                    188,085     142,802     118,670
    Savings deposits              185,701     205,396     240,710
    Other time and certificates 
      of deposits               1,220,906   1,213,304     905,733

                               $1,729,347  $1,673,166  $1,377,954
                               ==========  ==========  ==========

         Interest expense on certificates of deposits of $100,000
    or more for 1996, 1995 and 1994 was approximately $322,000,
    $349,000, and $307,000, respectively.
 
          At December 31, 1996, the scheduled maturities of
    Certificates of Deposit are as follows:

    1997                                              $23,069,296
    1998                                                1,268,479
    1999                                                  704,273
    2000                                                  169,379
    2001                                                   80,715

                                                      $25,292,142
                                                      ===========

         The amount of deposits of related parties at December 31,
    1996 was $3,027,065.


 (7)     Notes Payable

    Notes payable to the Federal Home Loan 
    Bank of Dallas, secured by all first
    mortgage documents relating to one-to-four
    family residential dwellings in the amount 
    of $5,325,000. 

                                              1996         1995   

    120 monthly installments, 5.9 percent $  433,238   $  485,563
    96 monthly installments, 7.34 percent  1,046,813    1,195,883

                                          $1,480,051   $1,681,446
                                          ==========   ==========

    Maturities of long-term debt are as follows:

            1997                             $  215,885          
            1998                                231,426          
            1999                                248,096          
            2000                                265,976          
            2001                                285,156          
            thereafter                          233,512          

                                             $1,480,051          
                                             ==========          


 (8)     Stockholders' Equity

         On October 31, 1988 Bancshares exchanged approximately 85
    percent of its then outstanding 10% subordinated debentures
    for Class B common stock and $2.70 cumulative preferred stock. 
    Bancshares sold 14,700 shares of $.50 cumulative preferred
    stock and 14,700 shares of Class B common stock in 1989 and
    7,200 shares of $.50 cumulative preferred stock and Class B
    common stock in 1990 (some of which was sold to Directors of
    Bancshares).  Dividends required on the cumulative preferred
    stock at year end are deducted from the net income to reflect
    the net income applicable to common shareholders.  No
    dividends may be paid on common stock until all unpaid
    dividends on preferred stock have been paid.  The Board of
    Directors declared a $2.70 dividend on the $2.70 preferred
    stock, paid on January 24, 1997.

         The holders of the preferred stock have no voting rights. 
    In the event of any liquidation or dissolution of Bancshares,
    the $2.70 preferred stock shareholders are entitled to receive
    $27.00 per share, plus accrued and unpaid dividends to the
    date of payment, before any distribution may be made to the
    holders of the $.50 preferred or common stock and the $.50
    preferred stockholders are entitled to receive $5.00 per
    share, plus accrued and unpaid dividends to the date of
    payment, before any distribution may be made to the holders of
    the common stock.  The $2.70 cumulative preferred stock is
    redeemable in whole or in part at the Company's option
    providing that all cumulative dividends have been paid.

         The Class B common stock does not differ from the Class
    A common stock except that Class A common stock has a par
    value of $5 per share and Class B common stock has no par
    value.


 (9)     Operating Expenses

         Details of operating expenses are as follows:
 
                                1996         1995         1994   

    Salaries and employee 
      benefits               $1,074,064   $1,035,568   $  971,555
    Expenses related to other 
      real estate and 
      repossessed property, 
      net of rental income on 
      these properties           17,469        9,162        7,875
    Net occupancy expense       421,416      432,538      426,224
    Equipment and computer 
      expense                   187,403      204,004      193,233
    Professional fees and 
      services                  357,351      131,828      128,352
    FDIC and other insurance     36,608       89,536      140,606
    Directors' fees              79,470       90,677       64,000
    Advertising and public 
      relations                  46,506       37,639       34,778
    Stationery and supplies      43,517       38,557       42,418
    Other operating expenses    232,268      209,278      204,161

                             $2,496,072   $2,278,787   $2,213,202
                             ==========   ==========   ==========
 (10)     Income Taxes

         The actual tax expense differs from the "expected" tax
    expense (computed by applying the U. S. federal corporate tax
    rate of 34 percent in 1996, 1995 and 1994 to earnings before
    income taxes) as follows:

                                   1996        1995        1994   

    Computed "expected" tax 
      expense                  $ 147,780   $ 251,657   $ 269,829 
    Increase (decrease) in tax 
      resulting from:
        Tax-exempt interest      (13,135)     (7,586)     (2,927)
        Non-deductible 
          interest expense         1,451         809       1,274 
        Net operating loss 
          carryforwards 
          utilized to offset 
          income tax 
          expense                (42,229)   (248,950)   (207,175)
      Discount accretion           9,297       6,559     (15,467)
      Other, net                  22,963      (2,489)    (45,534)

          Total tax expense    $ 126,127   $   -0-     $   -0-   
                               =========   =========   ========= 

         An analysis of deferred income taxes follows:

                                  1996        1995        1994   

    Depreciation expense for 
      tax reporting in excess 
      of amount for financial
      reporting                $    (337)   $   (412)  $  34,712 
    Provision for loan losses 
      for financial reporting 
      less than (in excess of)     
      amount for tax reporting      -         34,000      61,200 
    Other, net                    37,364      13,208       1,137 
    Capitalized leases           (12,909)    (15,931)    (18,668)
     Recognition of tax benefit 
      of net operating loss 
      carryforward for 
      financial statement 
      purposes limited to the 
      amount of deferred tax 
      credits                       -        136,089    202,497  
                                                      
        Total deferred income 
          taxes                $  24,118   $ 166,954  $ 280,878  
                               =========   =========  =========  

         Deferred tax assets and liabilities included in other
    assets at December 31 consist of the following:

                                                1996       1995  

    Deferred tax assets:
      Building lease                          $104,508   $ 91,598
      Executive's retirement plan              117,705     80,234
      Tax credit carryforwards                  81,638    101,389
      FHLB stock dividends                      17,374     10,234
                                               321,225    283,455

    Deferred tax liabilities:
      Allowance for loan losses                179,655    145,655
      Furniture, fixtures and equipment        114,958     80,275
      Discount accretion                         2,494     10,979
      Net unrealized appreciation on 
        available-for-sale securities            8,500      4,000
                                               305,607    240,909

    Net deferred tax asset                    $ 15,618   $ 42,546
                                              ========   ========


(11)     Commitment and Contingent Liabilities

         In the normal course of business, the Bank has outstanding
    commitments and letters of credit which are not reflected in
    the consolidated financial statements.  At December 31, 1996
    and 1995, letters of credit outstanding totaled $815,608 and
    $838,950, respectively.  Management does not expect any loss
    as a result of these transactions.

 (12)     Regulatory Matters

         At periodic intervals, both the State Office of Financial
    Institutions examiners and the FDIC routinely examine the
    Bank's financial statements as part of their legally
    prescribed oversight responsibility of the Banking industry. 
    Based on these examinations, the regulators can direct that
    the Bank's financial statements be adjusted in accordance with
    their findings.

         The regulatory authorities have not proposed significant
    adjustments to the Bank's financial statements in prior years. 
    However, in view of the increasingly uncertain regulatory
    environment in which the Bank now operates, the extent, if
    any, to which a forthcoming regulatory examination may
    ultimately result in adjustments to the 1996 financial
    statements cannot presently be determined.

         Bancshares is subject to various regulatory capital
    requirements administered by its primary federal regulator,
    the FDIC.  Failure to meet the minimum regulatory capital
    requirements can initiate certain mandatory, and possible
    additional discretionary actions by regulators, that if
    undertaken, could have a direct material affect on Bancshares
    and the consolidated financial statements.  Under the
    regulatory capital adequacy guidelines and the regulatory
    framework for prompt corrective action, Bancshares must meet
    specific capital guidelines involving quantitative measures of
    Bancshares' assets, liabilities, and certain off-balance-sheet
    items as calculated under regulatory accounting practices. 
    Bancshares' capital amounts and classification under the
    prompt corrective action guidelines are also subject to
    qualitative judgements by the regulators about components,
    risk weightings and other factors. 

         Quantitative measures established by regulation to ensure
    capital adequacy require Bancshares to maintain minimum
    amounts and ratios of:  Tier 1 leverage, Tier 1 risk-based,
    and total risk-based capital.  As detailed below, as of
    December 31, 1996, Bancshares met all of the capital adequacy
    requirements to which it is subject.  

         As of December 31, 1996 and 1995, Bancshares was
    categorized as well capitalized under the regulatory framework
    for prompt corrective action.  There are no conditions or
    events since the most recent notification that management
    believes have changed the prompt corrective action category.

                                              Required    Actual 
                                               Ratios     Ratios 

    Tier 1 leverage                               5%       8.83% 
    Tier 1 risk-based                             6%       9.81% 
    Total risk-based capital                     10%      10.67% 


(13)     Parent Company

         Summarized financial information for Bancshares (parent
    company only) follows:

    A.   Statements of Condition

                                            1996          1995    

         Assets:
           Cash                        $    13,820   $    11,971 
           Investment in 100 percent 
            of the outstanding common 
            stock of subsidiaries        5,513,965     5,641,127 
           Other assets                    430,129         8,915 
    
                                       $ 5,957,914   $ 5,662,013 
                                       ===========   =========== 

         Liabilities:
           Dividends payable           $   391,503   $      -    

         Stockholders' equity:
           $2.70 cumulative preferred 
            stock                        3,481,115     3,481,115 
           $.50 cumulative preferred 
            stock                          107,310       107,310 
           Class A common stock          1,050,000     1,050,000 
           Class B common stock             17,088        17,088 
           Capital surplus               2,039,004     2,039,004 
           Accumulated deficit          (1,130,771)   (1,023,669)
           Treasury stock                  (13,835)      (15,835)
           Net unrealized gain on 
            securities available 
            for sale                        16,500         7,000 
                                         5,566,411     5,662,013 

                                       $ 5,957,914   $ 5,662,013 
                                       ===========   =========== 

    B.   Statements of Operations

                                      1996      1995      1994   

         Dividends received from 
          subsidiaries             $ 577,503  $ 12,150  $115,000 
         Other income                    325       426       224 
         Other expenses             (209,530)     (382)   (1,209)
             Income before equity 
              in undistributed 
              earnings of 
              subsidiaries and 
              income tax benefit     368,298    12,194   114,015 

        Income tax benefit            52,765      -         -    
         Equity in undistributed 
           earnings of subsidiaries (136,662)  464,975   394,101 

             Net income            $ 284,401  $477,169  $508,116 
                                   =========  ========  ======== 

    C.   Statements of Cash Flows

                                   1996        1995       1994   

         Cash flows from operating 
           activities:
             Net income          $ 284,401  $ 477,169  $ 508,116 
             Adjustments to 
             reconcile net  
             income to net cash
             used in operating 
             activities:
                (Increase) decrease 
                in undistributed 
                earnings of
                subsidiaries       136,662   (477,135)  (394,091)
                  Net cash 
                    provided
                    by operating 
                    activities     421,063         34    114,025 
          Cash flows from investing 
           activities:
             Change in other 
               assets              (29,711)    (3,396)    (3,147)
             Sale of treasury stock  2,000       -          -    
                   Net cash used in 
                   investing 
                   activities     (27,711)     (3,396)    (3,147)
        Cash flows from financing 
           activities:
                 Dividends paid  (391,503)    (98,332)  (393,325)
                 Net increase
                   (decrease) 
                   in cash          1,849    (101,694)  (282,447)

         Cash, beginning of year   11,971     113,665    396,112 

         Cash, end of year      $  13,820  $  11,971  $ 113,665 
                                =========  =========  ========= 

         Bancshares' primary source of working capital is dividends
    from the Bank.  At December 31, 1996, approximately $328,000
    of the Bank's net assets were available for dividends to
    Bancshares without seeking regulatory approval.


(14)     Concentration of Credit Risk

         The Bank grants commercial and individual loans to
    customers throughout the state.  Although the Bank has a
    diversified loan portfolio, a substantial portion of its
    debtors' ability to honor their contracts is dependent upon
    the local economy.

         The Bank maintains its cash in bank deposits at high
    credit quality financial institutions.  The balances, at
    times, may exceed federally insured limits.


(15)     Financial Instruments with Off-Balance-Sheet Risk

         In the normal course of business, Guaranty Bank is a party
    to financial instruments which are not recorded in the
    consolidated financial statements.  These financial
    instruments include commitments to extend credit and letters
    of credit.

         Loan commitments and lines of credit represent Bank
    commitments to lend funds at specific rates, with fixed
    expiration or review dates and for specific purposes.  These
    commitments are agreements to fund loans if all conditions in
    the agreement are met.  For overdraft lines of credit, the
    Bank has the right to change or terminate the terms and
    conditions of the credit agreement at any time with
    appropriate notice.

         Since many commitments and unused overdraft lines of
    credit are never actually drawn upon, the unfunded amounts do
    not necessarily represent future funding requirements.  The
    Bank evaluates each customer's credit worthiness on an
    individual basis.  The amounts of collateral obtained, if any,
    upon extension of credit is based on the credit worthiness of
    the customer.  The Bank uses the same credit policies in
    making conditional obligations as it does for on-balance sheet
    instruments.

         The Bank's exposure to credit loss in the event of
    nonperformance by the other party to the financial instrument
    for letters of credit is represented by the contract or
    notional amount of those instruments.  Letters of credit are
    conditional commitments issued by the Bank to guarantee
    performance to a third party.

         Financial instruments whose contract amounts represent
    credit risk:

              Letters of credit                       $  815,608
              Unused overdraft lines of credit           146,000
              Loan commitments                         4,880,000


(16)     Leases

         During the year ended December 31, 1991, the Bank entered
    into a sale and leaseback agreement with regard to the bank
    building and the grounds on which it is located.  Under the
    agreement, the Bank leased back a portion of the building for
    a term of fifteen years which is accounted for as a capital
    lease.  Also, the Bank leased the grounds on which the
    building is located for a term of fifteen years.  The lease of
    the grounds is accounted for as an operating lease.

         The future minimum lease payments under the capitalized
    lease and the present value of the net minimum lease payments
        as of December 31, 1996, are as follows:

        December 31,

            1997                                  $  252,744     
            1998                                     252,744     
            1999                                     252,744     
            2000                                     252,744     
            2001                                     252,744     
           Thereafter                              1,137,348     

             Total minimum lease payments          2,401,068     

             Less amount representing interest       854,947     

             Present value of minimum lease payments 
              including current maturities of 
              $102,758                            $1,546,121     
                                                  ==========     

         The following is a schedule by year of future minimum
    rental payments under the operating lease as of December 31,
    1996:

         December 31,

            1997                                    $135,696     
            1998                                     135,696     

                                                    $271,392     
                                                    ========     

         Although the term of the lease is (15) fifteen years, the
    rental payments are to be made over (7 1/2) seven and one-half
    years.  Half of the rental payments are expensed and half are
    recorded as prepaid rent to be amortized over the last (7 1/2)
    seven and one-half years of the lease.  Rent expense is
    approximately $67,848 for each of the years ended December 31,
    1996, 1995 and 1994, and $373,541, and $305,693 are included
    in other assets at December 31, 1996 and 1995, respectively.


(17)     Fair Value of Financial Instruments

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

         Certain financial instruments and all non-financial
    instruments are excluded from these disclosure requirements.
    Further, the disclosures do not include estimated fair values
    for items which are not financial instruments but which
    represent significant value to the Bank, among them, core
    deposit intangibles, loan servicing rights and other fee-
    generating businesses. Accordingly, the aggregate fair value 
    amounts presented do not represent the underlying value of the
    Bank.

         The carrying amount of cash, short-term investments,
    demand deposits and short-term borrowings approximates the
    estimated fair value of these financial instruments. The
    estimated fair value of securities and off-balance-sheet
    instruments is based on quoted market prices or dealer quotes.
    The estimated fair value of loans is estimated by discounting
    the future cash flows using the current rates at which similar
    loans would be made to borrowers with similar credit ratings
    and for the same remaining maturities. The estimated fair
    value of deposits, savings accounts and certain money market
    deposits is the amount payable on demand at the reporting
    date. The estimated fair value of fixed-maturity certificates
    of deposit is estimated using the rates currently offered for
    deposits of similar remaining maturities. Rates currently
    available to the Bank for debt with similar terms and
    remaining maturities are used to   estimate fair value of
    existing debt. The estimated fair values of commitments to
    extend credit and all types of letters of credit were
    established using the fees currently charged to enter into
    similar agreements. The aggregate fair value of these
    commitments and letters of credit was immaterial.

         The estimated fair values of the Bank's financial
    instruments at December 31, 1996 follows (in thousands):
 
                                                Carrying    Fair 
                                                 Amount     Value
                                                             
    ASSETS
      Cash and due from banks and
        short term investments                  $ 7,976   $ 7,976
      Securities available for sale               4,623     4,648
      Securities held to maturity                12,818    12,832
      Loans, net of unearned income
        and the allowance for loan
        losses                                   37,636    38,051

    LIABILITIES
      Deposits                                   56,793    56,116
      Long-term debt and obligation
        under capital lease                       3,026     3,264




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



Virgil Allen                          Anthony Guarisco, Sr.
Engineer/Safety Director              President of Guarisco   
Athena Construction                   Enterprises, Inc.
Morgan City, Louisiana                Morgan City, Louisiana

H. W. Bailey                          Wiley Magee 
Retired Executive                     President of Morgan City
Vice President and                    Supply, Inc. 
Chief Administrative                  Morgan City, Louisiana
Officer of McDermott, Inc.
New Orleans, Louisiana                Paul Ordogne
                                      Secretary to the Board of
Brooks Blakeman                       Bancshares and Guaranty
Chairman of the Board                 Bank & Trust Company
Guaranty Bancshares Holding           Treasurer and Controller of
Corporation and Guaranty              Cari Investment Company  
Bank & Trust Company                  New Orleans, Louisiana 
Vice President and                                       
General Manager                       Christian Vaccari
Frank's Casing Crews, Inc.            President of Cari
Lafayette, Louisiana                  Investment Company and
                                      Cari Capital Company
Vincent A. Cannata                    New Orleans, Louisiana 
President                                              
Cannata's Supermarket, Inc.           Kay Vinson  
and The Cannata Corporation           President of Sub-Surface
Morgan City, Louisiana                Tools, Inc.
                                      Morgan City, Louisiana 
Randolph Cullom                                              
President and Chief                   Benny A. Blakeman
Executive Officer                     Retired Clerk of Court
Guaranty Bancshares Holding           St. Mary Parish
Corporation and Guaranty              Morgan City, Louisiana
Bank & Trust Company                  Director Emeritus
Morgan City, Louisiana                Guaranty Bank & Trust
                                      Company
Frank J. Domino, Sr.                  Morgan City, Louisiana 
President of                                                
Frank's Motor Company, Inc.           Vincent Cannata 
Secretary and Treasurer of            Retired President           
Domino Developers, Inc.               Cannata's Supermarket
Morgan City, Louisiana                and The Cannata
                                      Corporation
Anthony Guarisco, Jr.                 Morgan City, Louisiana
Attorney Principal of Dispute         Director Emeritus     
Resolution Associates, former         Guaranty Bank & Trust
Louisiana State Senator               Company
Baton Rouge, Louisiana                Morgan City, Louisiana





                 GUARANTY BANK & TRUST COMPANY
                                
                            OFFICERS
       




          Brooks Blakeman,  Chairman of the Board


          Randolph Cullom, President and Chief Executive Officer


          Paul Ordogne, Secretary to the Board


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

          Lee A. Ringeman, Executive Vice President and Cashier


          J. Michael Bourgeois, Vice President


          Leo Broussard, Vice President


          Elsie R. Gaudet, Vice President and Security Officer


          Lennis J. Simoneaux, Assistant Vice President


          Kelly Watson, Bank Officer


          Christine A. Dragna, Assistant Cashier




            GUARANTY BANCSHARES HOLDING CORPORATION
                                
                            OFFICERS


               Brooks Blakeman, Chairman of the Board


               Randolph Cullom, President and
                                Chief Executive Officer
                              

               Paul Ordogne, Secretary-Treasurer


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


               Conley J. Dutreix, Assistant Secretary