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, 1996  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 for such shorter period that the
registrant was required to file such reports), and  (2) has been subject to
such filing requirements for the past 90 days.

Yes   X     No      .

     Indicate 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, 206,124 shares outstanding as of
September 30, 1996.
Common Stock, no par value, 166,901 shares outstanding as of
September 30, 1996.



                             I N D E X




PART I   -  Financial Information

   Financial Statements

      Consolidated Statement of Condition          
         September 30, 1996, and December 31, 1995             3 
                     
      Consolidated Statement of Income -
         Quarters Ended September 30, 1996, and 1995           4 
 
      Consolidated Statement of Cash Flows -
         Quarters Ended September 30, 1996 and 1995            5 
       
      Consolidated Statement of Changes in 
         Stockholders' Equity                                  6
    
      Notes to Consolidated Financial Statements               7


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


Signature                                                     15


Exhibit Index                                                 17





          GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARY
               CONDENSED CONSOLIDATED STATEMENT OF CONDITION

                                                  September    December
                                                  30, 1996     31, 1995  
                                                        (in thousands)
                                                          (Unaudited)
ASSETS
   Cash and due from banks                          $ 2,443     $ 3,230
   Investment securities available for sale           5,140       5,197
   Investment securities held to maturity
     (Estimated market value $14,920,000 and         14,916      10,964
      $10,980,000, respectively)
   Federal funds sold                                 2,700       3,325
   Loans                                             37,272      34,547
   Less:  Allowance for loan losses                     510         505 
      Net Loans                                      36,762      34,042

   Premises and equipment                             2,032       2,083
   Other real estate                                      0          65
   Other assets                                       1,454       1,339
      Total Assets                                  $65,447     $60,245
                                                    =======     =======    
LIABILITIES AND STOCKHOLDERS' EQUITY
   Deposits                                         $55,770     $50,770
   Obligation under capital lease                     1,570       1,632
   Notes payable                                      1,532       1,681
   Other liabilities                                    710         500
             Total Liabilities                       59,582      54,583
                                                   
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, 170,877 issued and                                 
     outstanding                                         17          17
   Capital surplus                                    2,039       2,039
   Accumulated deficit                                 (816)     (1,023)
   Treasury Stock                                       (16)        (16)
   Unrealized gain on securities
      available for sale                                  3           7
   Total Stockholders' Equity                         5,865       5,662
 
      Total Liabilities and Stockholders' Equity    $65,447      $60,245
                                                    =======      =======   




          GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENT OF INCOME

   
                                                       THREE MONTHS ENDED
                                                          SEPTEMBER 30
                                                       1996          1995
                                                      (IN THOUSANDS, EXCEPT
                                                         PER SHARE DATA)
                                                           (UNAUDITED)

INTEREST INCOME
     Interest and fees on loans                       $ 877        $ 866
     Interest on federal funds sold                      82           48
     Interest on investment securities:                 
          Taxable income                                204          233  
          Non-Taxable income                              9            5
               Total Interest Income                  1,172        1,152

INTEREST EXPENSE
     Interest on deposits                               455          437
     Interest on capital lease                           39           42
     Interest on note payable                            27           30
               Total Interest Expense                   521          509
               Net Interest Income                      651          643
     Provision (recovery) from reserve
        for loan losses                                   0         (100)

     Net Interest Income after Provision (recovery)
     from reserve for loan losses                       651          743
     Other operating income                              68           79
     Operating expenses                                 630          569
               Income before income tax expense          89          253

Income tax expense                                       45           88
     Net income                                          44          165

Dividends required for preferred stock                 (100)        (101)

     Net income (loss) available for common
     stockholders                                     $ (56)      $   64
                                                    =======      =======
Earnings (loss) per common share                      $(.15)       $ .17

Weighted average common shares                      =======      =======
     outstanding                                    373,025      373,025
                                                    =======      =======




          GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENT OF INCOME

   
                                                       NINE MONTHS ENDED
                                                          SEPTEMBER 30
                                                       1996         1995
                                                      (IN THOUSANDS, EXCEPT
                                                         PER SHARE DATA)
                                                           (UNAUDITED)

INTEREST INCOME
     Interest and fees on loans                      $2,578       $2,588 
     Interest on federal funds sold                     223          109
     Interest on investment securities:                 
          Taxable income                                614          713  
          Non-Taxable income                             28           15
               Total Interest Income                  3,443        3,425

INTEREST EXPENSE
     Interest on deposits                             1,277        1,261
     Interest on capital lease                          120          127
     Interest on note payable                            83           92
               Total Interest Expense                 1,480        1,480
               Net Interest Income                    1,963        1,945
     Provision (recovery) from reserve
        for loan losses                                   0         (100)

     Net Interest Income after Provision (recovery)
     from reserve for loan losses                     1,963        2,045
     Other operating income                             216          271
     Operating expenses                               1,837        1,733
               Income before income tax expense         342          583

Income tax expense                                      135          206
     Net income                                         207          377

Dividends required for preferred stock                 (302)        (302)

     Net income (loss) available for common
     stockholders                                     $ (95)      $   75
                                                      =====        =====
Earnings (loss) per common share                      $(.25)       $ .20

Weighted average common shares                      =======      =======
     outstanding                                    373,025      373,925
                                                    =======      =======




                    GUARANTY BANCSHARES HOLDING CORPORATION
                          STATEMENT OF CASH FLOWS
               Increase (Decrease) in Cash and Cash Equivalents
                                                                            
                                                          NINE MONTHS ENDED
                                                            SEPTEMBER 30
                                                            1996      1995 
                                                            (IN THOUSANDS)
                                                              (UNAUDITED)
Cash flows from operating activities:
Net income                                                $  207   $  288
Adjustments to reconcile net income to net cash
provided by operating activities:
    Amortization of premium (accretion of discount 
    on investments), net                                    (148)    (184)
    Recovery from Reserve for Loan Losses                      -     (100)
    Net loss (gain) on sale of other real estate owned        14      (39)
    Gain on sale of fixed assets                               -       (9)  
    Depreciation and amortization                            214      215
    (Increase) decrease in accrued interest receivable       (36)     (59)
    Increase in accrued interest payable                      51       11
    Increase (decrease) in accounts payable                    
    and other liabilities                                    160       99      
Net cash provided by operating activities                    462      222

Cash flows from investing activities:
    (Increase)decrease in federal funds sold                 625      240
    Proceeds from maturities of investment securities     20,408   13,182
    Purchase of investment securities                    (24,161) (12,673)
    Net(increase)decrease in loans                        (2,720)    (542)
    Proceeds from sale of other real estate owned             51      167
    Proceeds from sale of premises and equipment               -       32
    Purchase of premises and equipment                      (163)    (178)
    Change in other assets                                   (78)     128
Net cash provided (used) by investing activities          (6,038)     356

Cash flows from financing activities:
    Net increase (decrease) in demand deposits
      NOW, savings, and certificates of deposit            5,000   (1,332)
    Increase (decrease) of notes payable                    (149)    (124)
    Repayments of capital lease obligation                   (62)     (69)
Net cash provided used in financing activities             4,789   (1,525)
Net increase (decrease) in cash and due from banks          (787)    (947)
Cash and due from banks, beginning of year                 3,230    3,436
Cash and due from banks, end of quarter                   $2,443   $2,489
                                                          ======   ======
Supplemental cash flow information: 
  Interest paid                                           $1,432   $1,472
                                                          ======   ======  
  Income taxes paid                                       $ 163   $    2
                                                          ======   ======       




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


                              
                                        Unrealized
                                        Gain(Loss)
                                        on Securities
               Balance at               Available      Balance at
               Jan.1, 1996  Net Income  For Sale       Sept. 30,1996 
$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        $  (1,023)       207            -           (816)

Treasury
Stock          $     (16)         -            -            (16)

Unrealized
loss on
securities
available
for sale       $       7          -           (4)             3
     



            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, 1996 and 1995.
All adjustments are considered to be of a 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.

     The company has acquired, through foreclosure, 3,976 shares of
$2.70 preferred stock, 3,876 shares of Class A, $5.00 par value
common stock and 3,976 shares of Class B, no par value common
stock.  The preferred shares were canceled and reverted to
authorized but unissued $.50 preferred stock.   The common shares
are held as treasury stock at a total value of $16,000. (See
Capital Resources)                              

NOTE 2:  Contingent Liabilities

     As of September 30, 1996, there were $815,600 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 1996, Bancshares earned
$207,000, compared with earnings of $377,000 for the comparable
period in 1995.  The primary reasons for the decrease in earnings
was a $55,000 decrease in non-interest income, no recovery from the
Reserve for Loan Losses and a $104,000 increase in operating expenses.

     Changes in financial position at September 30, 1996, from December
31, 1995 were as follows: 

                                            NET              NET
                                         INCREASES        DECREASES

Investments                             $3,895,000       $     -
Federal Funds sold                            -             625,000 
Gross Loans                              2,725,000             -
Deposits                                 5,000,000             -
Notes Payable                                 -             149,000
Total Assets                             5,202,000             -


     New 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 1996, net interest income as
a percent of net average earning assets of $56,467,000 was 4.63
percent, down from 4.83 percent in 1995.  The decrease is attributable
primarily to a net lower yields on loans.

Net Operating Results

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

     Interest income increased a net of only $18,000.  Of this
amount, interest on federal funds sold increased $114,000.  Interest
on investments decreased $86,000.  Interest on deposits increased
$16,000 while interest on the capital lease decreased $7,000.
Interest on the notes payable decreased $9,000.

     The change in loan income is attributable to an increase
in average loan volume and a decrease in loan yields.  Average
yields on loans were 9.4 percent in 1996 and 9.9 percent in 1995.
Average loans outstanding increased from $35,263,000 in 1995 to
$36,485,000.  The increase in income from federal funds sold is the
net result of a $3,099,000 increase in average funds invested and a
0.5 percent decrease in average yields.  Average securities invest-
ments decreased $1,508,000 while average yields decreased 0.2 percent
from 1995 levels.

     Interest expense did not change from 1995 levels.  Average
interest bearing deposits increased $736,000, while average rates
paid remained at 3.9 percent for 1995 and 1996.

     Interest in the capital lease decreased $7,000 and interest on
borrowed funds decreased $9,000.  The subsidiary bank has borrowed
funds from the Federal Home Loan Bank of Dallas to fund commercial
real estate loans which have comparable scheduled amortizations and
maturities.

Investment Securities

     Investment securities increased from $16,359,000 as of September
30, 1995 to $20,056,000 at September 30, 1996.  This is primarily
attributable to net purchases of U.S. Treasury and U.S. Government
agency securities and by scheduled amortization on mortgage backed
securities.  There were no securities sales during the first nine
months of 1996.


                           Amortized     Unrealized       Market
                             Cost       Gain     Loss     Value
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
                            =======     ====     ====   =======

December 31, 1995
Held to Maturity
U. S. Treasury Securities   $ 1,997     $   2    $  -   $ 1,999
Obligations of U.S.
  Agencies and Corporations   8,255         8      11     8,252
Obligations of states and
  political subdivisions        692        17       -       709
Other Investments                20         -       -        20
     Total                  $10,964     $  27    $ 11   $10,980
                            =======     =====    ====   =======
Available for Sale
Obligations of U.S.
  Agencies and Corporations $ 4,693     $  14    $  3   $ 4,704
Other investments               493         -       -       493
     Total                  $ 5,186     $  14    $  3   $ 5,197
                            =======     ======   ====   =======


September 30, 1995
Held to Maturity
U. S. Treasury Securities   $ 4,973     $   7    $  -  $  4,980
Obligations of U.S. 
  Agencies and Corporations   5,789         7      34     5,762
Obligations of states and
  political subdivisions        362         9       -       371
Other Investments                22         -       -        22
     Total                  $11,146     $  23    $ 34   $11,135
                            =======     ======   ====   =======
Available for Sale
Obligations of U.S.
  Agencies and Corporations $ 4,715     $  11    $  -   $ 4,726 
Other investments               487         -       -       487
     Total                  $ 5,202     $  11    $  -   $ 5,213
                            =======     ======   ====   =======  

A comparison of the amortized cost and market values of the investment
portfolio by maturity periods at September 30, 1996 follows (in
thousands):
                                               
                                         Amortized     Market
                                            Cost        Value
Within one year                          $ 14,053     $ 14,051
One to five years                           4,363        4,372
Five to ten years                             406          413
After ten years                             1,229        1,224
     Total                               $ 20,051     $ 20,060
                                         =========     =======

     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
$9,086,000, $6,882,000, and $6,978,000 at September 30, 1996,
December 31, 1995 and September 30, 1995, respectively, were pledged
to secure public deposits as required by law.
     
Deposits

     A summary of the deposits as of September 30, 1996, December 31,
and September 30, 1995 is as follows:

                    Sept. 30     Dec. 31      Sept. 30             
                      1996        1995          1995              
                            (in thousands)

Demand Deposits     $ 8,771     $ 8,419       $ 8,614 
NOW Accounts          6,415       5,405         4,775            
Money Market 
  Investment Accts.   8,131       6,842         5,556    
Savings Deposits      6,821       7,148         6,874    
Other Time Deposits  19,148      17,330        18,247 
Certificates of Dep.
   of $100,000 or 
   more               6,484       5,626         6,100
                    $55,770     $50,770       $50,166 
                    =======     =======       =======

     Non-interest bearing demand deposits at September 30, 1996
increased $157,000 from September 30, 1995. As interest rates paid
on savings accounts and money market investment accounts remained
relatively low, depositors transferred funds to higher yielding
certificates of deposits which had become more competitive with
non-bank related institutions.  Certificates of deposits of $100,000
or more to commercial entities increased $905,000.  During this
period, public fund deposits in certificates of deposit of $100,000
or more decreased $521,000 as these municipalities used accumulated
funds on capital projects and transferred funds to more readily
available money market accounts.

     The Bank has insignificant foreign and no brokered deposits.

Short Term Borrowings

     The Bank had no significant short term borrowings in 1996 and
none in 1995. 

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

     The allowance for loan losses was 1.37 percent of loans
outstanding at September 30, 1996, compared with 1.46 percent at
December 31, 1995 and 1.41 percent at September  30, 1995. The Bank
recorded recoveries from the Reserve for Loan Losses of $100,000
during 1995.

                                          1996          1995   
Balance at January 1,                   $505,000     $ 502,000 
(Recovery) Provision for loan losses        -         (100,000) 
Recoveries credited to the allowance       7,000       109,000   
                                         512,000       511,000
Losses charged to the allowance            2,000        14,000
Balance at June 30                      $510,000      $497,000
                                        ========      ========

     The following schedule shows non-performing loans on non-accrual
status and repossessed and foreclosed real estate.
                      
                               Sept.  30     Dec. 31      Sept. 30 
                                  1996         1995         1995   
 
Non-accrual loans              $ 230,000    $ 84,000     $    -0-
Foreclosed real estate               -0-      65,000       64,000 
Foreclosed Property                  -0-         -0-        3,000       

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

Other Income

     Other operating income aggregated to $216,000 for the first
nine months of 1996 compared with $271,000 in 1995.  There was no
trading account activity in 1996 or 1995.  

                                            Nine Months Ending    
                                               September 30
                                              1996      1995

Service charges on deposit accounts        $139,000  $154,000
Other service charges and fees               48,000    42,000
Other operating income                       29,000    75,000
Total                                      $216,000  $271,000
                                           ========  ========


     1995 other operating income included a $39,000 gain on sale
of repossessed real estate.

Operating Expenses

     Other operating expenses totaled $1,837,000 for the first nine
months of 1996, compared with $1,733,000 for 1995, a $104,000
increase.

     Personnel expenses totaled $799,000 for the period, compared
with $780,000 in 1995.  In 1996, expenses related to other real
estate and repossessed property, net of rental income on these
properties, totaled to $16,000.  These expenses, represented
taxes, maintenance and insurance.  FDIC and other insurance expenses
were favorably affected by a reduction of FDIC assessments.

     A summary of other operating expenses is as follows:

                                       Nine Months    1996
                                          Ending      Over
                                        Sept. 30,    (Under) 
                                       1996    1995   1995
                                             (In Thousands)

Salaries and benefits                 $  799  $  780   $  19
Expenses related to other real
   estate and repossessed
   properties, net of rental
   income on these properties             16       8       8
Net occupancy expenses                   312     322     (10)
Equipment and computer expenses          142     157     (15)
Professional fees and services           231      91     140 
FDIC and other insurance                  28      77     (49)
Other                                    309     298      11 
                                      $1,837  $1,733  $  104 
                                      ======   =====   =====

     Professional fees and services increases in 1996 are attributable
to an abandoned stock exchange offer and related legal expenses.

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 amount 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 source of funds are
generally its core deposits and its retained earnings. 

     At September 30, 1996 and 1995, the Bank's gross loans-to-
deposits ratios were 66.8 percent and 70.4 percent, respectively.
Loans increased $1,960,000 from 1995 levels.  Significant to the
loan-to-deposit ratio computation, deposits increased $5,603,000
as of September 30, 1996 from 1995.  The Bank has no brokered
deposits.
     

Capital Resources

     At September 30, 1996, stockholders' equity amounted to
$5,865,000 compared with $5,562,000 at September 30, 1995 and
$5,662,000 at December 31, 1995.

     Bancshares has paid only one $2.70 and one 67.5 cents dividend
on its $2.70 preferred stock and has not declared or paid dividends
on its $.50 preferred stock since their issuance.  As a result
accumulated and unpaid dividends are as follows:

     $2.70 Preferred Stock, Dividends accumulated 
     from January 13, 1990 through September 30, 1996     $2,728,000  
   
     $.50 Preferred Stock, dividends accumulated 
     from January 13, 1990 through September 30, 1996         77,000
                                                          $2,805,000
                                                          ==========






                                   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: October 27, 1996 






                                   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.








                                      ____________________        
                                      Lee A. Ringeman
                                      Executive Vice President
                                      Chief Financial Officer







DATE: October 27, 1996





                            PART II



Item 6:  Exhibits and Reports on Form 8-K
          
          
          a.   Exhibit No. 11.   Computation of Earnings Per
               Common Share

          b.   The Registrant has not filed any Reports on Form
               8-K during the third quarter of 1996.