EXHIBIT 4.4


                FORM OF STOCK OPTION AGREEMENT TO BE ENTERED INTO
                   WITH RESPECT TO NON-INCENTIVE STOCK OPTIONS


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                             STOCK OPTION AGREEMENT
                             ----------------------

                         FOR NON-INCENTIVE STOCK OPTIONS
                                 PURSUANT TO THE
                        GUARANTY FEDERAL BANCSHARES, INC.
                          2000 STOCK COMPENSATION PLAN
                          ----------------------------




         STOCK  OPTIONS for a total of ______ shares of Common Stock of Guaranty
Federal  Bancshares,  Inc. (the "Company") is hereby granted to ________________
(the  "Optionee")  at the price  determined  as provided in, and in all respects
subject to the terms,  definitions and provisions of the 2000 Stock Compensation
Plan (the  "Plan")  adopted by the Company  which is  incorporated  by reference
herein,  receipt  of which is hereby  acknowledged.  Such  Stock  Options do not
comply with Options  granted under  Section 422 of the Internal  Revenue Code of
1986, as amended.

         1.       Option Price.  The Option price is  $_______ for  each  Share,
                  ------------
being 100% of the fair market  value,  as determined  by the  Committee,  of the
Common Stock on the date of grant of this Option.

         2.       Exercise of  Option.  This  Option  shall  be  exercisable  in
                  ------------------
accordance with provisions of the Plan as follows:

                  (a)      Schedule of Rights to Exercise.


                                                      Percentage of Total Shares
                                                           Awarded Which Are
                      Date           Options                Non-forfeitable
                      ----           -------                ---------------

Upon grant........................      0                         0%
As of.............................   _______                      20%
As of.............................   _______                      40%
As of.............................   _______                      60%
As of.............................   _______                      80%
As of.............................   _______                     100%

         Options  shall  continue  to vest  annually  provided  that such holder
remains an employee, director or director's emeritus of Guaranty Federal Savings
Bank or the Company.  Notwithstanding  any  provisions  in this Section 2, in no
event shall this Option be exercisable prior to six months following the date of
grant.  Options shall be 100% vested and exercisable upon the death,  Retirement
or Disability of the Optionee, or upon a Change in Control of the Company.


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                  (b) Method of Exercise.  This Option shall be exercisable by a
written notice which shall:

                             (i) State the election to exercise the Option,  the
         number of  Shares  with  respect  to which it is being  exercised,  the
         person in whose name the stock  certificate  or  certificates  for such
         Shares of Common  Stock is to be  registered,  his  address  and Social
         Security  Number (or if more than one, the names,  addresses and Social
         Security Numbers of such persons);

                            (ii) Contain such  representations and agreements as
         to the holder's investment intent with respect to such shares of Common
         Stock as may be satisfactory to the Company's counsel;

                           (iii) Be signed by the person or persons  entitled to
         exercise the Option and, if the Option is being exercised by any person
         or  persons  other  than  the  Optionee,   be   accompanied  by  proof,
         satisfactory to counsel for the Company, of the right of such person or
         persons to exercise the Option; and

                            (iv) Be  in  writing  and  delivered in person or by
certified mail to the Treasurer of the Company.

         Payment of the  purchase  price of any Shares with respect to which the
Option is being  for  shares of  Common  Stock as to which the  Option  shall be
exercised  shall be registered  in the name of the person or persons  exercising
the Option.

                  (c) Restrictions on Exercise. This Option may not be exercised
                      ------------------------
if the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation.  As
a condition to the Optionee's  exercise of this Option,  the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.

         3.    Non-transferability of Option. This Option may not be transferred
               -----------------------------
in any manner  otherwise than by will or the laws of descent or distribution and
may be exercised  during the lifetime of the Optionee only by the Optionee.  The
terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.


                                       -2-

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         4. Term of Option.  This Option may not be exercised more than ten (10)
            --------------
years  from the date of grant of this  Option,  as set forth  below,  and may be
exercised  during  such term only in  accordance  with the Plan and the terms of
this Option.

         5. Related Matters.  Notwithstanding  anything  herein to the contrary,
            ---------------
additional  conditions or restrictions  related to such Options may be contained
in the Plan or the resolutions of the Plan Committee  authorizing  such grant of
Options.


                                           Guaranty Federal Bancshares, Inc.




Date of Grant:                             By:
                ----------------------         ---------------------------------



Attest:



-------------------------


[SEAL]


                                       -3-

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                    NON-INCENTIVE STOCK OPTION EXERCISE FORM
                    ----------------------------------------

                                 PURSUANT TO THE
                        GUARANTY FEDERAL BANCSHARES, INC.
                          2000 STOCK COMPENSATION PLAN

                                                  __________________________
                                                                      (Date)


Guaranty Federal Bancshares, Inc.
1341 W. Battlefield
Springfield, Missouri 65807

Dear Sir:

         The undersigned  elects to exercise the  Non-Incentive  Stock Option to
purchase __________shares of Common Stock of Guaranty Federal  Bancshares,  Inc.
under and pursuant to a Stock Option Agreement dated _________________.

         Delivered  herewith is a certified or bank  cashier's or teller's check
and/or shares of Common  Stock,  valued at the fair market value of the stock on
the date of exercise, as set forth below.


                              $____________________  of cash or check
                               ____________________  of Common Stock
                              $                      Total
                               ====================



         The name or names to be on the stock  certificate or  certificates  and
the address and Social Security Number of such person(s) is as follows:

         Name________________________________

         Address_____________________________

         Social Security Number____________________

                                                    Very truly yours,


                                                    ____________________________