SECURITIES AND EXCHANGE COMMISSION
                                
                    Washington, D.C.   20549
                                
                                
                     F O R M        10 - Q
                                
          Quarterly Report Under Section 13 or 15 (d)
            of the Securities Exchange Act of 1934.
                                
                                
                                
For Quarter Ended SEPTEMBER 30, 1997          Commission File Number 0-10929
                                
                                
            GUARANTY BANCSHARES HOLDING CORPORATION
                                
     (Exact name of registrant as specified in its charter)


             LOUISIANA                             72-0933277

(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                  Identification No.)

P.O. BOX 2208, MORGAN CITY, LOUISIANA                 70381

(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code        504-384-2813


                         NOT APPLICABLE
                                
      (Former name, former address and former fiscal year
                 if changed since last report.)

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes        X        No

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

Common Stock, $5 par value, 206,524 shares outstanding as of
September 30, 1997, Common Stock, no par value, 166,901 shares
outstanding as of September 30, 1997.




                           I N D E X 


Part I     -     Financial Information

     Financial Statements

        Consolidated Statement of Condition 
            September 30, 1997, and December 31, 1996               3

        Consolidated Statement of Income -
            Quarters Ended September 30, 1997 and 1996              4

        Consolidated Statement of Cash Flows -
            Quarters Ended September 30, 1997 and 1996              5

        Consolidated Statement of Changes in 
            Stockholders' Equity                                    6

        Notes to Consolidated and Financial Statements              7

     Management's Discussion and Analysis of Financial 
        Condition and Results of Operations                         8

     Signature                                                     15

     Exhibit Index                                                 17



                                       2

<PAGE>

<TABLE>
            GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATION STATEMENT OF CONDITION

<CAPTION>
                                                            Sept 30          Dec 31
                                                              1997            1996  
                                                                 (in thousands)
                                                                   (Unaudited)      
<S>                                                        <C>            <C>
ASSETS
     Cash and due from banks                               $  2,852       $   2,626
     Investment securities available for sale at market       7,818           4,648
     Investment securities held to maturity
          (Estimated market value $9,117,000
           and $12,832,000, respectively)                     9,104          12,818
     Federal funds sold                                       4,175           5,350
     Loans                                                   37,911          38,142
     Less:  Allowance for loan losses                           482             506
                                                           --------       ---------
            Net Loans                                        37,429          37,636
     Premises and equipment                                   1,788           1,969
     Other real estate                                          152               0
     Other assets                                             1,513           1,383
                                                           --------       ---------
          Total Assets                                     $ 64,831       $  66,430
                                                           ========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY
     Deposits                                              $ 51,441       $  56,793
     Securities sold under agreement to repurchase            3,728               0
     Obligation under capital lease                           1,470           1,546
     Notes payable                                            1,319           1,480
     Other liabilities                                          923           1,045
                                                           --------       ---------
          Total Liabilities                                  58,881          60,864
                                                           --------       ---------


Commitments and contingent liabilities (Note 2)                   -               -

Stockholders' Equity
     $2.70 Cumulative Preferred stock; 145,001
          shares authorized, issued and outstanding           3,481           3,481
     $.50 Cumulative Preferred stock, 64,999 shares
          authorized, 21,900 issued and outstanding             107             107
     Class A Common stock; $5 par value; 210,000
          shares authorized and outstanding                   1,050           1,050
     Class B Common stock; no par value; 210,000
          shares authorized, 170,887 issued and 
          Outstanding                                            17              17
     Capital surplus                                          2,039           2,039
     Accumulated deficit                                    (   733)        ( 1,131)
     Treasury Stock                                         (    14)        (    14)
     Unrealized gain on securities      
          available for sale                                      3              17
                                                           --------       ---------
     Total Stockholders' Equity                               5,950           5,566
                                                           --------       ---------

          Total Liabilities and Stockholders' Equity       $ 64,831       $  66,430
                                                           ========       =========

</TABLE>
                                       3
<PAGE>
<TABLE>
            GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME

<CAPTION>                              
                                                              THREE MONTHS ENDED
                                                                   SEPT 30
                                                              1997           1996
                                                             (In thousands, except
                                                                per share data)
                                                                  (Unaudited)
<S>                                                        <C>            <C>
INTEREST INCOME
     Interest and fees on loans                            $      899     $     877
     Interest on federal                                   
          funds sold                                               64            82
     Interest on investment securities:
          Taxable income                                          215           204
          Non-Taxable income                                        9             9
                                                           ----------     ---------
               Total Interest Income                            1,187         1,172

INTEREST EXPENSE
     Interest on deposits                                         383           455
     Federal funds purchased and securities sold
       under agreements to repurchase                             42              0
     Interest on capital lease                                    37             39
     Interest on notes payable                                    23             27
                                                           ---------      ---------
          Total Interest Expense                                 485            521
                                                           ---------      ---------
          Net Interest Income                                    702            651

     Provision (recovery) from reserve
           for loan losses                                         0              0
                                                           ---------      ---------
     Net Interest Income after Provision (Recovery)
          from reserve for loan losses                           702            651

     Other operating income                                       58             68
     Operating expenses                                          593            630
                                                           ---------      ---------
               Income before income tax expense                  167             89

Income tax expense                                                57             45
                                                           ---------      ---------
               Net income                                        110             44

Dividends required for preferred stock                          (100)          (100)
                                                           ---------      ---------
          Net income (loss) available for common
          stockholders                                     $      10      $    ( 56)
                                                           =========      ==========
Earnings (loss) per common share                           $     .03      $    (.15)
                                                           =========      ==========
Weighted average common shares 
     outstanding                                             373,425        373,025
                                                           =========      =========
</TABLE>

                                       4

<PAGE>


<TABLE>
            GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME


<CAPTION>
                                                              NINE MONTHS ENDED
                                                                   SEPT 30
                                                              1997            1996
                                                            (In thousands, except
                                                                per share data)
                                                                  (Unaudited)

<S>                                                        <C>            <C>
INTEREST INCOME
     Interest and fees on loans                            $   2,692      $   2,578
     Interest on federal                                   
          funds sold                                             165            223
     Interest on investment securities:
          Taxable income                                         703            614
          Non-Taxable income                                      27             28
                                                           ---------      ---------
               Total Interest Income                           3,587          3,443

INTEREST EXPENSE
     Interest on deposits                                      1,234          1,277
     Federal funds purchased and securities sold
       under agreements to repurchase                             54              0
     Interest on capital lease                                   113            120
     Interest on notes payable                                    72             83
                                                           ---------      ---------
          Total Interest Expense                               1,473          1,480
                                                           ---------      ---------
          Net Interest Income                                  2,114          1,963

     Provision (recovery) from reserve
           for loan losses                                         0              0
                                                           ---------      ---------
     Net Interest Income after Provision (Recovery)
          from reserve for loan losses                         2,114          1,963

     Other operating income                                      195            216
     Operating expenses                                        1,706          1,837
                                                           ---------      ---------
               Income before income tax expense                  603            342

Income tax expense                                               205            135
                                                           ---------      ---------
               Net income                                        398            207

Dividends required for preferred stock                          (302)          (302)
                                                           ---------      ---------
          Net income (loss) available for common
          stockholders                                     $      96      $    ( 95)
                                                           =========      =========
Earnings (loss) per common share                           $     .26      $    (.25)
                                                           =========      =========
Weighted average common shares 
     outstanding                                             373,425        373,025
                                                           =========      =========
</TABLE>


                                       5

<PAGE>

<TABLE>
            GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
                            STATEMENT OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                                                                                
                                                                                
                                  
<CAPTION>
                                                                 NINE MONTHS ENDED
                                                                      SEPT 30
                                                                  1997          1996
                                                                   (In thousands)
                                                                     (Unaudited)
<S>                                                             <C>            <C>
Cash flows from operating activities:
Net income                                                      $    398       $    207
Adjustments to reconcile net income to net cash 
provided by operating activities:                 
     Amortization of premium (accretion of discount
     on investments), net                                           (265)          (148)
     Net loss on sale of other real estate owned                       -             14
     Depreciation and amortization                                   182            214
     (Increase) decrease in accrued interest receivable               (6)           (36)
     Increase (decrease) in accrued interest payable                 (41)            51
     Increase (decrease) in accounts payable 
     and other liabilities                                           (81)           160
                                                                ---------      ---------
Net cash provided by operating activities                            187            462
                                                                                
                                                     
Cash flows from investing activities:
     (Increase) decrease in federal funds sold                     1,175            625
     Proceeds from maturities of investment securities   
         Available for sale                                        2,564          1,000
         Held to maturity                                         14,168         19,408
     Purchase of investment securities              
         Available for sale                                      (10,204)          (518)
         Held to maturity                                         (5,735)       (23,643)
     Net (increase) decrease in loans                                207         (2,720)
     Proceeds from sale of other real estate owned                     -             51
     Investment in other real estate owned                          (152)             -
     Purchase of premises and equipment                               (1)          (163)        
     Change in other assets                                         (122)           (78)
                                                                ---------      ---------
Net cash provided (used) by investing activities                   1,900         (6,038)
                                                                                
                                                                  
Cash flows from financing activities:
     Net increase (decrease) in demand deposits
          NOW, savings, and certificates of deposit               (5,352)         5,000
     Net increase (decrease) in securities sold under 
          agreement to repurchase                                  3,728              -
     Increase (decrease) of notes payable                           (161)          (149)
     Repayment of capital lease obligation                           (76)           (62)
                                                                ---------      ---------
Net cash provided (used) in financing activities                  (1,861)         4,789
Net increase (decrease) in cash and due from banks                   226           (787)
                                                                                
                                                                      
Cash and due from banks, beginning of year                         2,626          3,230
                                                                ---------      ---------
Cash and due from banks, end of quarter                         $  2,852       $  2,443
                                                                =========      =========          
                                                                   
Supplement cash flow information:
     Interest paid                                              $  1,514       $  1,432
                                                                =========      =========
     Income taxes paid                                          $    120       $    163
                                                                =========      =========
</TABLE>
                                       6


<PAGE>

<TABLE>


            GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

<CAPTION>

                                                       Unrealized
                                                       Gain (Loss)
                                                      On Securities
                    Balance at                          Available            Balance at
                    Jan. 1, 1997        Net Income       For Sale           Sept 30, 1997
          
<S>                 <C>                    <C>            <C>                   <C>
$2.70
Preferred
Stock               $     3,481               -             -                   3,481

$.50
Preferred
Stock               $       107               -             -                     107

Class A 
Common 
Stock               $     1,050               -             -                   1,050

Class B
Common
Stock               $        17               -             -                      17

Capital
Surplus             $     2,039               -             -                   2,039

Accumulated
Deficit             $    (1,131)            398             -                    (733)

Treasury 
Stock               $       (14)              -             -                     (14)

Unrealized
loss on 
Securities
available
for sale            $        17               -           (14)                      3   



</TABLE>

                                       7



<PAGE>
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (UNAUDITED)

     The information furnished reflects all adjustments which
are, in the opinion of management, necessary for a fair statement
of results for the nine (9) months ended September 30, 1997 and
1996.  All adjustments are considered to be of recurring nature. 
Results for the interim period may not necessarily be indicative
of results for the entire year.

NOTE 1:

     On January 13, 1983, pursuant to a Reorganization and Merger
Agreement, Guaranty Bank & Trust Company of Morgan City (the
Bank) was merged into a subsidiary of Guaranty Bancshares Holding
Corporation (Bancshares) with the effect that the Bank became a
wholly owned subsidiary of Bancshares.

     Bancshares has outstanding $2.70 Cumulative Preferred Stock
and Class B, No Par Value, Common Stock which were issued in 1988
in exchange for subordinated debentures issued in 1983 when the
company was formed.  Bancshares also has outstanding Class A,
$5.00 Par Value, Common Stock which were also issued when the
company was formed.  The $.50 Cumulative Preferred Stock is
subordinate to the $2.70 Preferred Stock and were issued for cash
in 1989 and 1990.

     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.

NOTE 2:   Contingent Liabilities
          
     As of September 30, 1997, there were $484,331 of letters of
credit outstanding which are not reflected in the consolidated
financial statements.  Management does not expect any loss as a
result of these transactions.




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

     For the nine months ended September 30, 1997, Bancshares
earned $398,000, compared with earnings of $207,000 for the
comparable period in 1996.  The primary reasons for the increase
in earnings were increased net interest income and lower
operating expenses.  The subsidiary bank did not make a provision
for loan losses in either period.

     
     Changes in financial position at September 30, 1997 from
December 31, 1996 were net decreases in investment securities and
loans.  Deposits decreased $5,352,000.  Investments decreased
$544,000.  Loans decreased $231,000.  Notes payable to the
Federal Home Loan Bank of Dallas decreased $161,000 through
amortization.  These borrowings are used to match maturities and
amortization on certain loans.

                                       8


<PAGE>

     Net credit income is the most significant component of
financial operations and is affected by interacting forces,
including changes in investment market interest rates and changes
in volume and mix of interest earning assets and interest bearing
deposits.  For the first nine months of 1997, net interest income
as a percent of average earning assets of $58,798,000 was 4.79
percent, up from 4.63 percent for the nine months of 1996.  The
increase is attributable to a small decline in interest rates
paid on deposits.

Net Operating Results

     The following analysis should be read in conjunction with
the accompanying financial statements.

     Net interest income increased $151,000.  Of this amount,
interest on funds sold decreased $58,000.  Interest on loans
increased $114,000, while interest earned on securities
investments increased $88,000.  Total interest expenses decreased
$7,000.

     The increase in loan income is attributable to a $1,099,000
increase in average loans outstanding, average yields increased
0.1 to 9.5 percent.  The increase in investment income was the
result of a $2,262,000 increase in average securities
investments.  Average yields remained constant at 5.7 percent.

     Interest expense decreased $7,000 from 1996 levels.  Average
interest bearing deposits increased $378,000, while average rates
paid decreased 0.1 percent from 1996 levels to 3.8 percent. 
Funds borrowed are from the Federal Home Loan Bank of Dallas and
were used to fund commercial real estate loans which have a
comparable scheduled amortization and maturity.  Securities sold
under agreements to repurchase, a program begun in 1997, averaged
$1,471,000 at an annual rate of 4.9 percent.

Investment Securities

     Investment securities decreased from $20,056,000 as of
September 30, 1996 to $16,922,000 at September 30, 1997.  This is
attributable to maturities of U.S. Government agency securities
and scheduled amortization on mortgage backed securities.  There
were no securities sales during the first nine months of 1997 or
1996.  Maturities were used to fund deposit withdrawals.

     
                                       9


<PAGE>

<TABLE>

     An analysis of investment securities follows (in thousands).

<CAPTION>
                                   Amortized       Unrealized             Market
                                     Cost        Gain      Loss           Value  
<S>                               <C>            <C>       <C>            <C>
September 30, 1997
Held to Maturity 
U.S. Treasury Securities          $   1,998      $   2     $   -          $ 2,000
Obligations of U.S.
   Agencies and Corporations          6,470          5         8            6,467
Obligations of states and
   political subdivisions               636         14         -              650
                                  ---------      -----     -----          -------
     Total                        $   9,104      $  21     $   8          $ 9,117
                                  =========      =====     =====          =======
Available for Sale
U.S. Treasury Securities          $     999      $   1     $   -          $ 1,000
Obligations of U.S.
   Agencies and Corporations          6,285         13        10            6,288
Other investments                       530          -         -              530
                                  ---------      -----     -----          -------
     Total                        $   7,814      $  14     $  10          $ 7,818
                                  =========      =====     =====          =======          
December 31, 1996
Held to Maturity
U.S. Treasury Securities          $     250      $   1     $   -          $   251
Obligations of U.S.      
   Agencies and Corporations         11,898          8         8           11,898
Obligations of states and 
   political subdivisions               661         13         -              674

Other Investments                         9          -         -                9
                                  ---------      -----     -----          -------
     Total                        $  12,818      $  22     $   8          $12,832
                                  =========      =====     =====          =======
Available for Sale
Obligations of U.S.
   Agencies and Corporations      $   4,109      $  30     $   5          $ 4,134
Other investments                       514          -         -              514
                                  ---------      -----     -----          -------
     Total                        $   4,623      $  30     $   5          $ 4,648
                                  =========      =====     =====          =======

</TABLE>


                                       10

<PAGE>


<TABLE>
<CAPTION>
                                   Amortized       Unrealized             Market
                                     Cost        Gain      Loss           Value  
<S>                               <C>            <C>       <C>            <C>
September 30, 1996
Held to Maturity
U.S. Treasury Securities          $     251      $   -     $   -          $   251
Obligations of U.S.
   Agencies and Corporations         13,987          5        10           13,982
Obligations of states and 
   political subdivisions               666         10         1              675

Other investments                        12          -         -               12
                                  ---------      -----     -----          -------
     Total                        $  14,916      $  15     $  11          $14,920
                                  =========      =====     =====          =======
Available for Sale
Obligations of U.S.
   Agencies and Corporations      $   4,627      $  11     $   6          $ 4,632

Other investments                       508          -         -              508
                                  ---------      -----     -----          -------
     Total                        $   5,135      $  11     $   6          $ 5,140
                                  =========      =====     =====          =======


</TABLE>

     An analysis of the market value of the investment portfolio
by maturity periods or repricing frequency at September 30, 1997
follows (in thousands):

                              
                              Amortized      Market
                                Cost          Value  
Within one year               $13,712        $13,717
One to five years               1,748          1,758
Five to ten years                 363            368
After ten years                 1,095          1,092
                              -------        -------
     Total                    $16,918        $16,935
                              =======        =======

     Maturities of mortgage backed securities are classified by
contractual (stated) maturity dates.  Expected maturities will
differ from contractual maturities because borrowers have the
right to call or prepay obligations.

     Investment securities with a carrying value of approximately
$8,693,000, $9,047,000, and $9,086,000 at September 30, 1997,
December 31, 1996 and September 30, 1996, respectively, were
pledged to secure public deposits as required by law.


                                       11

<PAGE>

Deposits
     
     A summary of the deposits as of September 30, 1997, December
31, and September 30, 1996 is as follows:

                           Sept. 30      December 31      Sept. 30
                             1997           1996            1996   
                                       (In thousands)

  Demand Deposits          $11,465       $ 8,826           $ 8,771
  NOW Accounts               7,073         7,539             6,415
  Money Market
     Investment Accts.       5,666         8,461             8,131
  Savings Deposits           6,577         6,675             6,821
  Other Time Deposits       15,043        18,886            19,148
  Certificates of Dep.
     of $100,000 or
     more                    5,617         6,406             6,484
                           -------       -------           -------
                           $51,441       $56,793           $55,770
                           =======       =======           =======


     Non-interest bearing demand deposits at September 30, 1997
increased $2,694,000, from September 30, 1996.  As interest rates
paid on money market investment accounts and other bank deposits
remained low, depositors transferred funds to higher yielding and
more competitive non-bank related institutions.  Certificates of
deposits of $100,000 or more to commercial entities decreased
$1,043,000 while public fund deposits in certificates of deposit
of $100,000 or more increased $176,000.

     The Bank has insignificant foreign and no brokered deposits.


Short Term Borrowings

     The Bank had no short term borrowings in 1996.  However
during the second quarter of 1997, the Bank instituted a program
of selling securities under repurchase agreements.  The amount
outstanding at September 30, 1997 was $3,728,000.


                                       12


<PAGE>

Allowance for Loan Losses and Non-Performing Loans and Other Real
Estate

     The allowance for loan losses was 1.27 percent of loans
outstanding at September 30, 1997, compared with 1.32 percent at
December 31, 1996 and 1.37 percent at September 30, 1996.  The
Bank did not make a provision to the reserve for loan losses
during the nine months of 1997 or 1996.



                                             1997           1996
Balance at January 1,                      $506,000       $505,000

(Recovery) Provision for loan losses              0              0
Recoveries credited to the allowance          9,000          7,000
                                           --------       --------
                                            515,000        512,000
Losses charged to the allowance              33,000          2,000
                                           --------       --------
Balance at September 30                    $482,000       $510,000
                                           ========       ========

     Indicative of improving conditions in the local economy, the
following schedule shows non-performing loans on non-accrual
status and repossessed and foreclosed real estate. 

                                   Sept 30         Dec 31         Sept 30
                                     1997           1996            1996   
Non-accrual loans                 $     -0-        $145,000       $230,000
     
Foreclosed real estate             152,000               -0-            -0-

     Management believes the Bank has adequate reserves to
provide for possible future loan losses.

Other Income

     Other operating income aggregated to $195,000 for the first
nine months of 1997 compared with $216,000 in 1996.  There was no
trading account activity in 1997 or 1996.

     
                                          Nine Months Ending
                                                Sept 30
                                           1997          1996 

Service charges on deposit accounts      $129,000      $ 139,000
Other service charges and fees             41,000         48,000
Other operating income                     25,000         29,000     
Total                                    $195,000      $ 216,000



                                       13


<PAGE>

Operating Expenses

     Other operating expenses totaled $1,706,000 for the first
nine months of 1997, compared with $1,837,000 for 1996, a
$131,000 decrease, primarily due to accounting and legal fees
incurred in 1996 in an unsuccessful stock exchange offer and a
reduction in depreciation and other expenses on furniture and
equipment..

     Personnel expenses totaled $812,000 for the period, compared
with $799,000 in 1996.  In 1996, expenses related to other real
estate and repossessed property, net of rental income on these
properties, totaled $16,000.  In 1997, these expenses, net of
rental income on these properties, totaled $12,000.  These
expenses represent taxes, maintenance and insurance on the
foreclosed real estate reported above.

     A summary of other operating expenses is as follows:


                                           Nine Months           1997
                                              Ending             Over
                                             Sept 30,           (Under)
                                        1997        1996         1996
                                               (In Thousands)

Salaries and benefits                $   812      $   799      $  13
Expenses related to other real
     estate and repossessed
     properties, net of rental
     income on these properties           12           16         (4)
Net occupancy expenses                   311          312         (1)
Equipment and computer expenses          105          142        (37)
Professional fees and services           144          231        (87)
FDIC and other insurance                  32           28          4
Other                                    290          309        (19)
                                     -------      -------      ------
     Total                           $ 1,706      $ 1,837      $(131)
                                     =======      =======      ======

Income Taxes

     Income taxes were accrued at the U.S. federal tax rate.  

Liquidity

     The term "liquidity" generally refers to the ability of a
company to generate adequate of cash to meet its needs.  For a
bank, "liquidity" represents its ability to meet timely the
demand for funds used to honor checks, to pay maturing time
deposits, to fund increases in loan demand and to satisfy other
commitments.  Unless it borrows funds, a bank's sources of funds
are generally its core deposits and its retained earnings.

     At September 30, 1997 and 1996, the Bank's gross loans-to-deposits
ratios were 73.7 percent and 66.8 percent, respectively.
Loans increased $639,000 from 1996 levels.  Significant to the
loan-to-deposit ratio computation, deposits decreased $4,329,000
as of September 30, 1997 from 1996.  The Bank has no brokered
deposits.

                                       14

<PAGE>

     As a bank holding company, the ability of Bancshares to pay
its obligations is wholly dependent upon the receipt of dividends
and tax benefits from the Bank.

Capital Resources

     At September 30, 1997, stockholders' equity amounted to
$5,950,000 compared with $5,865,000 at September 30, 1996 and
$5,566,000 at December 31, 1996.

Selected capital adequacy measures for Bancshares and Guaranty
Bank are as follows
as of September 30, 1997:

Risk-based capital  
                              GUARANTY         GUARANTY
                             BANCSHARES          BANK  
  

Tier 1                        10.10%            10.08%
Total Capital                 10.92%            10.90%
Leverage ratio                 9.32%             9.30%

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 at
October 13, 1997 are as follows:

     $2.70 Preferred stock, dividends
     accumulated from January 13, 1991
     through September 13, 1997                        $2,741,000

     $.50 Preferred stock, dividends
     accumulated from January 13, 1990
     through September 13, 1997                            89,000
                                                       ----------
                                                       $2,830,000
                                                       ==========

     On October 28, 1997, the common stockholders of Guaranty
Bancshares Holding Corporation approved the Acquisition
Agreement, between MC Bank & Trust Company, MC Bancshares, Inc.
and Guaranty Bancshares Holding Corporation and Guaranty Bank
&Trust Company, which provides for the merger of MC Subsidiary,
Inc. with and into Guaranty Bancshares following which Guaranty
Bancshares and Guaranty Bank will liquidate and merge into MC
Bank.  The Acquisition Agreement was approved subject to approval
by the Federal Deposit Insurance Corporation and the Louisiana
Office of Financial Institutions.  It is intended that, if all
other conditions of the merger are satisfied or waived, the
effective date of the merger will be November 30, 1997.

                                       15

<PAGE>

                                
                                
                           SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.





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




DATE: November 4, 1997   




<PAGE>
                                  
                            PART II
                                

Item 6: Exhibits and Reports on Form 8-K

     a.   Exhibit No. 11.     Computation of Earnings Per Common Share
     
          Exhibit No. 27.     Financial Data Schedule