United States
            Securities and Exchange Commission
                   Washington, D.C. 20549

                         Form 10-K

x  Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

           For the fiscal year ended December 31, 1999

Commission File Number: 0-22269

                      GS Financial Corp.
   (Exact Name of Registrant as Specified in its Charter)

Louisiana                                72-1341014
(State or Other Jurisdiction          (IRS Employer ID Number)
of Incorporation or Organization)

                    3798 Veterans Blvd.
                    Metairie, LA 70002
           (Address of Principal Executive Offices)

Registrant's Telephone Number:     (504) 457-6220

    Securities registered pursuant to Section 12(g) of the Act:

           Common Stock, par value $.01 per share
           --------------------------------------
                      (Title of Class)

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.

         x   Yes                           No

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




     As of March 23, 2000, there were 3,438,500 shares of the
Registrant's common stock, par value $.01 per share, issued and
outstanding, of which 2,648,446 are entitled to be voted. The
aggregate market value of such stock, excluding the shares held by
all directors, officers and affiliates of the Registrant, was
$22.6 million at March 22, 2000 based on the per common share
price at closing of $10.88 on that date.  The information
presented in this Form 10-K at December 31, 1999 and 1998, and for
the twelve months ended December 31, 1999, 1998, and 1997
represent the financial condition and results of operations of GS
Financial Corp. and its wholly-owned subsidiary, Guaranty Savings
& Homestead Association.

DOCUMENTS INCORPORATED BY REFERENCE

Listed hereunder are the following documents which have been
incorporated by reference and the Part of the Form 10-K into which
the document is incorporated.

(1)   Portions of the Annual Report to Shareholders for the fiscal
year ended December 31, 1999 are incorporated into Part II, Items
5 through 8, and Part IV, Item 14.

(2)   Portions of the definitive proxy statement for the 2000
Annual Meeting of Shareholders to be filed within 120 days of the
Registrant's fiscal year end are incorporated into Part III, Items
10 through 13.























<PAGE>
PART I.

Item 1 BUSINESS
     In addition to historical information, this Annual Report on
Form 10-K includes certain "forward-looking statements," as
defined in the Securities Act of 1933 and the Securities Exchange
Act of 1934, based on current management expectations.  The
Company's actual results could differ materially from those
management expectations.  Such forward-looking statements include
statements regarding the Company's intentions, beliefs or current
expectations as well as the assumptions on which such statements
are based.  Stockholders and potential stockholders are cautioned
that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that
actual results may differ materially from those contemplated by
such forward-looking statements.  Factors that could cause future
results to vary from current management expectations include, but
are not limited to, general economic conditions, legislative and
regulatory changes, monetary and fiscal policies of the federal
government, changes in tax policies, rates and regulations of
federal, state and local tax authorities, changes in interest
rates, deposit flows, the cost of funds, demand for loan products,
demand for financial services, competition, changes in the quality
or composition of the Company's loan and investment portfolios,
changes in accounting principles, policies or guidelines, and
other economic, competitive, governmental and technological
factors affecting the Company's operations, markets, products,
services and fees.  The Company undertakes no obligation to update
or revise any forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to
future operating results over time.

General

     GS Financial Corp. (the "Company") was incorporated under
Louisiana law on December 24, 1996 as a thrift holding company.
The Company commenced operations on April 1, 1997 upon the
completion of its initial public offering of common stock, which
trades on the Nasdaq National Market.  On that date the Company's
wholly owned subsidiary, Guaranty Savings and Homestead
Association (the "Association") was converted from a Louisiana
chartered mutual savings and loan association to a Louisiana
chartered stock savings and loan association.  This was
accomplished through the offer and sale of common stock by the
Company to certain depositors, employees, officers and directors
of the Association as well as the GS Financial Employee Stock
Ownership Plan (the "ESOP").  The Company simultaneously used a
portion of the proceeds of its sale of common stock to acquire
100% of the stock of the Association.

<PAGE>
     The Company's principal business is conducted through the
Association.  Guaranty Savings and Homestead Association was
founded in New Orleans, Louisiana in 1937 as a mutual savings and
loan association.  The Association's unconsolidated assets at
December 31, 1999 totaled $155.1 million and comprise 98.2%
of the total consolidated assets of the Company.
The Association provides financial services primarily to
individuals, mainly through the origination of mortgage loans on
1-4 family residences.  The Association accepts deposits in
the form of passbook savings, certificates of deposit, demand
deposit accounts and individual retirement accounts.  The
Association also invests in short and long term liquid investments
such as US Treasury and Agency securities, mortgage-backed
securities, overnight Federal Funds, money market investments and
qualified thrift grade mutual funds.  The balance of the
consolidated assets held by the Company includes $2.7 million in
similar short and long term liquid investments.

Regulation

     The Company's primary regulator is the Office of Thrift
Supervision ("OTS").  The OTS regulates all thrifts and thrift
holding companies whose deposits are insured by the Savings
Association Insurance Fund ("SAIF") which is administered by the
Federal Deposit Insurance Corporation ("FDIC").  The Company, by
virtue of its state charter is also subject to the rules and
regulations of the Louisiana Office of Financial Institutions
("OFI").  These two agencies currently examine the Company
approximately every 18 months on an individual basis, relying on
the examination report of the other agency on cycles, alternating
when it is not their year to examine the Association.  The nature
of such examinations includes safety and soundness issues or
compliance with applicable laws and regulations.

     As a public registrant the Company is also subject to the
rules and regulations of the Securities and Exchange Commission
("SEC"). The Company also is subject to the rules of the NASDAQ
Stock Market.

     The Association has been a member of the Federal Home Loan
Bank of Dallas ("FHLB") since 1937.  The Federal Home Loan Bank
System is comprised of 12 regional banks which serve thrifts and
banks by offering investment opportunities and sources of funds.






<PAGE>
Lending Activities

Loan Portfolio Composition. The following table sets forth the
composition of the Company's loan portfolio by type of loan at the
dates indicated (in thousands):

                      LOAN PORTFOLIO COMPOSITION
                                       December 31,
                         ----------------------------------------
                         1999     1998     1997     1996     1995
                         ----------------------------------------
First Mortgage Loans:
 One to Four
  Family Residential  $ 67,424 $ 61,562 $ 52,528 $ 42,660 $ 38,449
 FHA and VA                140      237      358      511      675
 Construction              646      740       99      298        -
 Commercial
  Real Estate            1,377    1,157      471      430      484
 Other                     446      201      123      145      146
                       --------  -------- --------- ------- ------
Total First
  Mortgage Loans        70,033   63,897   53,579   44,044   39,754

Consumer Loans:
 Second Mortgage            84      119      172      273      267
 Loans on Deposits         367      337      244      183      186
                       -------- -------- -------- -------- -------
                        70,484   64,353   53,995   44,500   40,207

Allowance for
  Loan Losses             (424)    (463)    (410)    (382)   (323)

Net Deferred Loan
  Origination Costs          6        5        3        7      (4)
                      --------- --------- -------- -------- ------
Net Loans             $ 70,066 $ 63,895 $ 53,588 $ 44,125 $ 39,888
                        ======   ======   ======   ======   ======

Loan Maturities.  The following table sets forth certain
information as of December 31, 1999 regarding the
dollar amount of loans maturing in the Company's portfolio, based
on the contractual date of the loan's final maturity, before
giving effect to net items.  Loans on deposits have no stated
maturity are reported as due in one year or less.  The amounts
shown below do not reflect normal principal amortization;
rather, the balance of each loan outstanding at December 31, 1999
is shown in the appropriate year of the loan's final maturity.
The actual maturity of loans varies primarily on prepayments
which, to a large extent, depend on market interest rates.  In
general, if prevailing market rates fall below those of the


<PAGE>
portfolio, prepayments accelerate.  Conversely, if market interest
rates increase above portfolio rates, early pay-offs tend to
decrease.

    Loans receivable as of December 31, 1999 are
scheduled to mature as follows (in thousands):

                         Amounts at December 31, 1999 Maturing
                                         Over
                        Under   One to  Five to  Over
                         One    Five     Ten     10
                         Year   Years    Years   Years     Total
                        ------ ------  -------   ------    -----

Loans Secured by 1-4 Family
  Residential:
Fixed Rate               $  75 $ 2,861 $ 9,023 $ 56,335  $ 68,294
Other Loans Secured by
  Real Estate:
Fixed Rate                  15     323     962      523     1,823
All Other Loans            367      -       -        -        367
                        ------   -----  ------  -------    ------
                        $  457 $ 3,184 $ 9,985 $ 56,858  $ 70,484
                        ====== =======  ====== ========  ========

Loan Origination Activity. The table below sets forth the
Company's total loan origination and reduction experience during
the periods indicated.  Historically, the Company has not
purchased or sold any loans.

                                  Year Ended December 31,
                          --------------------------------------
                            1999    1998    1997    1996    1995
                          --------------------------------------
Loan Originations (in thousands):
  1-4 family residential $13,082 $14,697 $14,806  $8,876  $6,400
  Construction             1,004   1,663     726     823      -
  Commercial real estate     306     526      75      69      -
  Consumer                   266     283     149      66     150
  Other Real Estate          263     732     165     235      -
                         -------  ------  ------  ------  ------
Total Loan Originations   14,921  17,901  15,921  10,069   6,550

Loan principal
    repayments            (8,790) (7,490) (6,425) (5,776) (6,727)

Increase (decrease)
  due to other items          72     (53)     -        3      36
                         -------  ------  ------ ------- -------
Net increase (decrease)
 in Loan Portfolio       $ 6,203 $10,358  $9,496  $4,296  $ (141)
                          ======  ======   =====   =====    =====

<PAGE>
Real Estate Lending Standards and Underwriting Policies.  The
lending activities of the Company are subject to written
underwriting standards and loan origination procedures established
by the Company's Board of Directors and Management, which are
consistent with safe and sound banking requirements.  These
standards and procedures are incorporated into the Company's
Underwriting Standards and Lending Policy which are reviewed
annually by the Board of Directors (the "Board").  The
underwriting standards dictate the manner in which loan
applications are accepted and processed. Such standards are
written to comply with all applicable laws and regulations
including but not limited to Truth-In-Lending (Regulation Z) and
the Real Estate Settlement and Procedures Act ("RESPA").  These
standards pertain to such issues as appraisal guidelines,
disclosure requirements, credit criteria, complete applications,
and title requirements.  The Company requires appraisals from
Board-approved state licensed and certified appraisers.  The
lending policy establishes the overall direction of the Company's
lending activities within the community and forms the basis for
setting underwriting standards which are designed to limit the
Company's exposure to credit risk.  Such factors include loan
amount, debt to income ratios, collateral, and acceptable rates
and terms.

     Briefly stated, the loan process consists of applicants
meeting with loan personnel and providing pertinent documentation,
including but not limited to, requested loan amount, property
description, security offered as collateral, intended down
payments and acceptable rate and term consistent with the
Company's then current lending policy.  Loan personnel order a
credit report to check the applicant's credit history and an
appraisal to verify the subject property's stated market value.
When the loan application is complete, it is submitted to the Loan
Committee for consideration.  All applicants receive written
notification of the Committee's decision to approve or deny the
request.  Approved loans are assigned to one of the Company's
approved attorneys for closing.  Actions of the Loan Committee are
submitted to the Board of Directors for consideration and
ratification on a monthly basis.

     Loan applications are accepted at all three of the Company's
offices and forwarded to the Loan Committee which meets weekly.
The Company requires a title insurance policy on all real estate
loans prior to closing.

     The Company's loan portfolio consists primarily of
conventional fixed-rate mortgage loans on 1-4 family residential
dwellings.  The terms of these extend to 30 years.  Currently, the
minimum cash down payment is 20% of the lesser of purchase price
or appraised value. The Company also makes loans on residential

<PAGE>
investment property, commercial real estate, condominiums and
vacant ground.  Terms and rates are commensurate with current
market conditions and risk factors.

     The Company originates and funds construction loans which
usually convert to permanent, fixed rate mortgage loans.  During
the construction period, the Company requires payment of interest
only on the amount of principal disbursed.

     Loans are available to depositors of the Company secured by
passbook savings or certificates of deposit at a rate two
percentage points above the savings rate up to 90% of the face
amount of a certificate of deposit or 90% of the current available
balance of a passbook.  The minimum amount on such loans is $1,000
and these loans are payable on demand subject to 30 days notice.

Asset Quality

General. The Company has adopted an asset classification policy
which is designed to address substandard assets before collection
becomes a problem, thus maintaining the quality of the Company's
investment as an interest-earning asset.  The policy also ensures
the accurate reporting of the Company's assets from a valuation
standpoint.

     All of the Company's loans and real estate owned are reviewed
on a quarterly basis.  Factors taken into consideration include
the asset's payment history, the value of the underlying
collateral as well as current economic conditions, particularly in
the local real estate market.  Assets displaying tendencies which
might hinder full collection of principal are classified as
substandard.  Such tendencies include but are not limited to late
payments on loans or deterioration of the underlying collateral.
Assets classified as special mention are those not yet serious
enough to merit the substandard classification but which do
require additional attention from Management.

     The Company's Watch List, comprising substandard and special
mention assets, is presented to the Board quarterly and ratified.
The allowance for loan loss ("ALL") is calculated by assigning
various percentages to assets on the watch list, particular types
of mortgage loans, and the mortgage portfolio taken as a whole.
The ALL is maintained at an overall percentage of the mortgage
portfolio deemed appropriate by management considering conditions
in the local real estate market, current economic circumstances
and recent foreclosure or charge-off activity.

     Loan collection efforts in the form of past due notices
commence when loan payments are more than 15 days past due.  Once
a loan reaches 30 days past due status, the Company's collection

<PAGE>
manager initiates personal contact with the borrower.  When a loan
becomes 90 days past due, the Company initiates foreclosure
proceedings.  At this point, loans are placed on non-accrual
status.  All interest and late charges due on such loans are
reversed in the form of reserves for uncollectible interest and
late charges.

     Real estate acquired by the Company through foreclosure is
classified as Real Estate Owned until such time as the property is
sold. All such assets are booked at the lower of appraised value
or cost which includes all principal, escrow overdrafts and
attorney fees.  All Real Estate Owned is considered substandard.

     Delinquent Loans and Non-Performing Assets.  The following
tables set forth the Company's delinquent loans and non-performing
assets as of the dates indicated.  Balances are indicative of the
total principal balances of such loans rather than the actual
principal past due based on the number of payments past due.  At
December 31 of the five years presented all of the Association's
delinquent loans and non-performing assets were either 1-4 family
residential dwellings or loans secured by 1-4 family residences.

                         DELINQUENT LOANS
                       (Dollars in thousands)

                          1999   1998   1997   1996   1995
                          ----   ----   ----   ----   ----
30-89 Days             $ 2,673 $ 2,171 $ 271  $ 175  $ 313
90+ Days                   100     266   166    253    206
                           ---    ----   ---    ---    ---
Total Delinquent Loans $ 2,773 $ 2,437 $ 437  $ 428  $ 519
                         =====    ====   ===    ===    ===

     During 1998, the Company changed its data processing
parameters to include accounts exactly 30 days past due in the
delinquent 30-89 day category.  This is the primary reason for
the marked increase in the amount of loans delinquent 30-89 days
in 1999 and 1998 compared to past years.  Under prior years'
parameters, the amount of loans delinquent 30-89 days at December
31, 1999 and 1998 would have been $325,000 and $224,000
respectively.








<PAGE>
                      Non-Performing Assets
                      (Dollars in thousands)

                              1999   1998   1997   1996   1995
                              ----   ----   ----   ----   ----
90+ Day Delinquent Loans     $ 100  $ 266  $ 166  $ 253  $ 206
Real Estate Owned               14     -      -      -      24
                               ---    ---    ---    ---    ---
Total Non-Performing Assets  $ 114  $ 266  $ 166  $ 253  $ 230
                               ===    ===    ===    ===    ===
Non-Performing Loans as
  a % of Total Loans          .14%   .42%   .31%   .57%   .51%

Non-Performing Assets as
  a % of Total Assets         .06%   .17%   .13%   .29%   .27%

     Classified Assets.  The following table presents information
pertaining to the Company's Watch List of classified as of the
dates indicated.  All substandard and special mention loans
receivable were on 1-4 family residential mortgage loans.

                               POTENTIAL PROBLEM LOANS
                                    At December 31,
                       ----------------------------------------
                       1999     1998     1997     1996     1995
                       ----------------------------------------
                                (Dollars in thousands)
Substandard         $ 1,633  $ 1,970  $ 1,564  $ 1,781  $ 1,900
Special Mention         148      241      298      346      501
                      -----    -----    -----    -----    -----
         Total        1,781    2,211    1,862    2,127    2,401

Less Allowance for
 Loan Loss             (106)    (141)    (141)    (160)    (123)
                      -----    -----    -----    -----    -----
Net                 $ 1,675  $ 2,070  $ 1,721  $ 1,967  $ 2,278
                      =====    =====    =====    =====    =====

LOAN LOSS EXPERIENCE

     Provisions for loan losses are charged to earnings to bring
the total allowance for loan losses to a level considered
appropriate by Management based on a quarterly review which is
reflective of each individual loan's performance and condition of
the underlying collateral.  Management targets a certain
percentage of the entire portfolio given the current economic
conditions at which the ALL is deemed adequate.  The Company
employs the reserve method of accounting for its ALL.  The
following table sets forth the Company's loan loss experience
for the years presented.

<PAGE>
An analysis of the allowance for loan losses follows (dollars
in thousands):

                                 Years Ended December 31,
                           ------------------------------------
                           1999    1998    1997    1996    1995
                           ----    ----    ----    ----    ----
Balance, Beginning
  of Year                 $ 463   $ 410   $ 382   $ 323   $ 345
Provision for Losses          6      53      28      59      12
Loans Charged-Off           (45)     -       -       -      (34)
Recoveries                   -       -       -       -        -
                            ---     ---     ---     ---     ---
Balance, End of Year      $ 424   $ 463   $ 410   $ 382   $ 323
                            ===     ===     ===     ===     ===
Allowance for Loan
 Losses as a % of
 Total Loans Receivable     .60%    .72%    .77%    .87%    .80%

Allowance for Loan
 Losses as a % of
 Non-Performing Loans    422.97% 174.01% 247.49% 151.17% 156.80%

Mortgage-Backed Securities

     GS Financial has invested in a portfolio of mostly fixed-
rate, mortgage-backed securities that are issued or guaranteed by
the Federal Home Loan Mortgage Corporation (FHLMC), the Federal
National Mortgage Association (FNMA) or the Government National
Mortgage Association (GNMA).  The FHLMC and FNMA are enterprises
sponsored by the Federal government while GNMA securities
represent direct obligations of the Federal government.  Because
of this, these securities are considered high quality investments
with minimal credit risks.

     Mortgage-backed securities represent participating interests
in pools of first mortgage loans originated and serviced by their
prospective issuers.  Principal and interest payments of the
underlying mortgage loans are passed through intermediaries
including but not limited to the issuing agencies, or to investors
such as GS Financial Corp.  These securities in general offer
slightly higher yields than United States Treasury obligations.

     The Company invests in mortgage-backed securities with terms
varying from 5 to 30 years.  These securities are subject to
variations in cash flow and yield due to the prepayment rates of
the underlying mortgage loans.  All such mortgage-backed
securities meet the requirements of qualified thrifts investments
as later defined.

<PAGE>
     On September 30, 1997 the Company reclassified all of its
mortgage-backed securities as available-for-sale pursuant to
SFAS 115.  Management felt that this classification was more
appropriate considering the magnitude of the Company's investment
in these instruments and the liquidity available should other
investment opportunities arise.

     The following table sets forth the composition of the
Company's mortgage-backed securities portfolio at each of the
dates indicated (in thousands):

MORTGAGE-BACKED SECURITIES

                                    Gross        Gross
                      Amortized   Unrealized   Unrealized    Fair
December 31, 1999        Cost       Gains        Losses      Value
                      --------------------------------------------
Available for Sale:
FNMA                  $  5,255    $     1       $   81    $  5,175
FHLMC                    1,328          3           34       1,297
GNMA                    10,160          -          357       9,803
                        ------        ---          ---      ------
                      $ 16,743    $     4       $  472    $ 16,275
                        ======        ===          ===      ======

                                    Gross        Gross
                      Amortized   Unrealized   Unrealized    Fair
December 31, 1998        Cost        Gains       Losses      Value
                      --------------------------------------------
Available for Sale:
FNMA                  $  7,589    $    58       $   31    $  7,616
FHLMC                    2,310         23            5       2,328
GNMA                    13,159        106            -      13,265
                        ------        ---           --      ------
                      $ 23,058    $   187       $   36    $ 23,209
                        ======        ===           ==      ======













<PAGE>
The following table sets forth the maturities of the mortgage-
backed security portfolio as of December 31, 1999 (in thousands):

MORTGAGE-BACKED SECURITIES
                                                         Weighted
                                  Amortized       Fair    Average
December 31, 1999                      Cost       Value    Rate
                                   --------    --------
Mortgage-Backed Securities
 Maturing:
  In One Year or Less              $    112   $     113   6.20%
  After One Year Through Five Years   1,411       1,405   6.55%
  After Five Years Through Ten Years  1,403       1,339   5.89%
  After Ten Years                    13,817      13,418   6.60%
                                     ------      ------
                                   $ 16,743   $  16,275
                                     ======      ======

The following table sets forth the purchases, sales and principal
repayments of the Company's mortgage-backed securities during the
periods indicated (in thousands):

MORTGAGE-BACKED SECURITIES

                                    1999       1998       1997
                              --------------------------------
Mortgage-Backed Securities
   Balance at January 1,       $  23,058  $  41,648  $   7,520
   Purchases                          -       5,764     38,440
   Repayments                     (6,227)   (11,790)    (4,310)
   Sales (Net of Gains)               -     (12,388)        -
   Amortizations of Premiums
     /Discounts (Net)                (88)      (176)        (2)
                                  ------     ------      -----
   Balance at December 31,     $  16,743     23,058     41,648
                                  ======     ======      =====
   Weighted Average Yield          6.53%      6.34%      6.38%

Investment Securities

     GS Financial invests in United States Treasury and Agency
issued obligations ranging in term from 3 months to 10 years.  The
investment policy of the Company is reviewed periodically by
Management and ratified annually by the Board of Directors.  At
present, the investment policy of the Company strives to maintain
a liquid, conservative portfolio of investments keeping in mind
the cash flow and investment needs of the Company.

     The Company also invests its excess cash in two institutional
funds whose principal underlying holdings are qualified thrift

<PAGE>
investments.  One is an adjustable rate mortgage (ARM) fund while
the other is an intermediate mortgage fund (IMF).  Both of these
funds are offered by the First Financial Trust, which is a co-
operative institutional investment group comprised of members of
America's Community Bankers.  At December 31, 1999, 90.8% of the
ARM Fund's assets were held in qualified thrift investments while
77.9% of the IMF's holdings were in qualified thrift investments.
This strategy supplements the Company's prior investment in money
market funds or overnight Federal funds.  These two funds
typically yield a higher rate of return than money-market and
Federal funds while still providing excellent liquidity.

     Interest rates dictate many of the investment decisions and
policies of the Company.  It is the policy of the Company
not to engage in speculative purchasing, selling or trading of
investments.  However, certain profits may be taken on the sale of
investments.  When interest rate spreads reach acceptable levels
the Company may utilize leveraged purchasing of investment
securities.  Also, when anticipated earnings permit,
certain portfolio adjustments may be made to enhance the overall
portfolio yield even though losses may be recognized in doing so.

     The Company's investment portfolio is classified as
available-for-sale in accordance with SFAS 115.  Prior to 1997,
the Company's investment portfolio was largely classified as held-
to-maturity with approximately 5% to 10% of the portfolio being
classified available-for-sale.  That amount was determined by
Management as necessary should any emergency liquidity demands
arise.  On September 30, 1996, the Company sold investments
classified held-to-maturity, thus "tainting" the portfolio and
forcing 100% of the portfolio to be classified as available-for-
sale.  Management felt this was in the best interest of the
Company considering the then current interest rate environment,
high loan demand, capital strength of the company and future
investment avenues which might be pursued in light of the
impending stock conversion.













<PAGE>
INVESTMENT SECURITIES

     Securities available-for-sale consist of the following (in
thousands):

                                    Gross        Gross
                      Amortized   Unrealized   Unrealized    Fair
December 31, 1999        Cost       Gains        Losses      Value
                      --------------------------------------------
U. S. Government
 and Federal Agencies  $  4,678    $    35      $   30    $  4,683
Adjustable Rate
 Mortgage Mutual Fund     1,390         -            9       1,381
Intermediate
 Mortgage Mutual Fund     2,972         -          247       2,725

FHLMC Common Stock           35      1,659          -        1,694
                         ------      -----         ---      ------
                       $  9,075    $ 1,694      $  286    $ 10,483
                         ======      =====         ===      ======

                                    Gross        Gross
                      Amortized   Unrealized   Unrealized    Fair
December 31, 1998        Cost       Gains        Losses      Value
                      --------------------------------------------
U. S. Government
 and Federal Agencies  $ 10,171    $   279      $   -     $ 10,450
Adjustable Rate
 Mortgage Mutual Fund     2,865         -           17       2,848
Intermediate
 Mortgage Mutual Fund     5,267         -            8       5,259

FHLMC Common Stock           35      2,285          -        2,320
                         ------      -----         ---      ------
                       $ 18,338    $ 2,564      $   25    $ 20,877
                         ======      =====         ===      ======

     The following table sets forth the amount of investment
securities which mature during each of the periods indicated at
December 31, 1999:









<PAGE>
INVESTMENT SECURITIES

December 31, 1999
                                          Securities
                                       Available-for-Sale
                             Amortized          Fair       Wtd.
                                  Cost         Value    Avg. Rates
Amounts Maturing in:
   One Year or Less           $  4,997      $  6,407      5.62%
   After One Year
     Through Five Years          1,398         1,416      6.82%
   After Five Years
     Through Ten Years           2,680         2,660      7.30%
                                ------        ------
                              $  9,075      $ 10,483
                                ======        ======

COLLATERALIZED MORTGAGE OBLIGATIONS

Currently, the Company's investment in Collateralized Mortgage
Obligations (CMO's) is limited to first-tranche Real Estate
Mortgage Investment Conduits (REMIC's).  A REMIC is a pass through
investment created under the Tax Reform Act of 1986 to issue
multiple class mortgage-backed securities.  The mulitiple classes
within a REMIC are known as "tranches."  The tranches are paid
principal and/or interest based on an anticipated payment schedule
outlined in the prospectus.

Currently, the Company's investment in REMIC's is limited to those
issued by FNMA, FHLMC and "AAA" rated non-governmental issuers.
These are defined to be within the 20% risk-weighted category for
thrift institutions.  The contractual maturity of a REMIC is
defined by the latest maturity date of the underlying group of
mortgage loans.  In terms of actual cash flow, the term or
duration of the REMIC's purchased by the Company varies from 2 to
4 years.  The cash flow from these investments enhances the
operating income of the Company.












<PAGE>
  The following table sets forth the composition of the Company's
portfolio of Collateralized Mortgage Obligations indicated (in
thousands):

COLLATERALIZED MORTGAGE OBLIGATIONS

                                    Gross        Gross
                      Amortized   Unrealized   Unrealized    Fair
December 31, 1999        Cost       Gains        Losses      Value
                      --------------------------------------------
Available-for-Sale:
FNMA                  $  8,058    $     -       $  474    $  7,584
FHLMC                   17,347        167          690      16,824
Other                   28,493         15          836      27,672
                        ------        ---        -----      ------
                      $ 53,898    $   182       $2,000    $ 52,080
                        ======        ===        =====      ======

Sources of Funds

General.  Deposits have always been the primary source of the
Company's funds for lending and other investment purposes.  The
supply of retail deposits has decreased due to more investors
putting their money in alternative investments.  As a result the
Company has utilized wholesale sources such as the FHLB which
allows member institutions such as the Company to borrow money at
discounted rates.

Deposits.  The Company's deposits are attracted principally from
within its market area.  Many depositors are also mortgage loan
customers.  The Company offers passbook savings, demand deposit
accounts and certificates of deposit.  Terms for certificates vary
from 3 months to 5 years while rates tend to increase with term.
















<PAGE>
     The following table shows the distribution of, and certain
other information relating to the Company's deposits:  Deposit
account balances at December 31, 1999, 1998, and 1997 are
summarized as follows (in thousands):

                                   Years Ending December 31,
                      -------------------------------------------
                               1999           1998           1997
                      -------------------------------------------
                               Wtd.           Wtd.           Wtd.
                               Avg.           Avg.           Avg.
                      Balance  Rate  Balance  Rate  Balance  Rate
Demand Deposit
  Accounts           $     44  N/A         -  N/A         -  N/A
Passbook Savings
  Accounts           $ 20,170  3.0% $ 21,512  3.0% $ 22,314  3.5%
Certificates of
  Deposit              39,002  5.0%   39,593  5.2%   34,508  5.2%
                       ------         ------         ------
                     $ 59,216       $ 61,105       $ 56,822
                       ======         ======         ======

     The following table sets forth the deposit cash flow of
the Company during the periods indicated (in thousands):

                                          Year Ended December 31,
                                        --------------------------
                                         1999      1998      1997
                                        --------------------------
Increase (decrease) before
   Interest Credited                 $ (3,830) $  2,392  $ (6,642)
Interest Credited                       1,941     1,891     2,043
                                        -----     -----     -----
Net increase (decrease) in deposits  $ (1,889) $  4,283  $ (4,599)
                                       =======    =====    =======

     The Company prices its accounts to remain competitive with
other financial institutions in its market area, while maintaining
its traditional margins.  Traditionally the Company has relied on
its passbook savings accounts as a core deposit base.  In line
with such policies, the Company does not pay "jumbo" rates for
deposits of $100,000 and over.

     The principal methods used by the Company to attract
deposits include its emphasis on personal service, competitive
interest rates and convenient office locations.  The Company
does not advertise for deposits outside of its primary market
area.  At December 31, 1999, the Company had no deposits that were
obtained through deposit brokers.

<PAGE>
     The following table presents the amount of certificates of
deposit at December 31, 1999 which mature during the periods
indicated (in thousands).

                                    Amount   Percent
                                    ------   -------
Certificate Accounts Maturing
  Under 12 months                 $ 30,270    77.61%
  12 months to 24 months             7,226    18.53
  24 months to 36 months             1,086     2.78
  36 months to 48 months               167      .43
  48 months to 60 months               253      .65
                                    ------    -----
Total Certificates                $ 39,002   100.00%
                                    ======   ======

     The following table sets forth the maturities of the
Company's deposits of $100,000 or more at December 31, 1999 by
time remaining to maturity (in thousands).

DEPOSITS $100,000 AND OVER
(in thousands)

Maturing in 3 months or less        $ 1,091
Maturing in 3 to 6 months                -
Maturing in 6 months to 1 year          102
Maturing in 1 to 2 years                304
                                      -----
Total Deposits $100,000 and over    $ 1,497
                                      =====



















<PAGE>
Borrowings.  During 1999 the Company obtained advances from the
FHLB as part of a leveraged investment program.  The Company
borrows the funds which are subsequently reinvested in mortgage-
backed securities, collateralized mortgage obligations and other
investments which earn over the interest charged on the advances.
The advances consist of fully amortizing and balloon advances
which mature between July, 2000 and June, 2008.  A summary of the
advances by maturity and interest rate are detailed as follows (in
thousands):

                                         Weighted
    Maturing in the Year                  Average
    Ending December 31,        Amount       Rate
    -------------------        ------    ---------
         2000                  14,784       5.71%
         2001                  11,085       5.73%
         2002                  12,438       6.15%
         2003                   3,746       5.50%
         Thereafter            11,935       5.50%
                              -------
                             $ 53,988

     The maximum amount of advances outstanding at any month-end
during 1999 was $56.5 million.  The average balance outstanding
during 1999 was $47.6 million.  Prior to 1997 the Company had no
material borrowings.

Subsidiaries

     Guaranty Savings & Homestead Association is a wholly-owned
subsidiary of the Company.  The Company has no other subsidiaries.

Competition

     Guaranty Savings & Homestead Association faces significant
competition both in attracting deposits and in originating loans.
Its most direct competition for deposits has come from commercial
banks, credit unions, other savings and loans and mortgage brokers
located in the metropolitan New Orleans market.  The Association
also competes for investors' funds with short-term money market
mutual funds and issuers of corporate and government securities.
Guaranty Savings & Homestead Association does not rely on any
individual group or entity for a material portion of its deposits
or mortgage loan portfolio.  The Association's primary factors in
competing in the home mortgage loan market are its efficient
personal service and attractive interest rates and terms.


<PAGE>
Employees

     The Association had 30 full-time employees at December 31,
1999.  None of these employees are represented by a collective
bargaining agreement.  Guaranty Savings & Homestead
Association believes that it enjoys excellent relations with its
personnel.

Regulation

     Set forth below is a brief description of certain laws and
regulations which are applicable to the Company and Guaranty
Savings & Homestead Association.  The description of these laws
and regulations, as well as descriptions of laws and regulations
contained elsewhere herein, does not purport to be complete and is
qualified in its entirety by reference to applicable laws and
regulations.

The Company

General.  The Company, as a savings and loan holding company
within the meaning of the Home Owners' Loan Act, as amended
("HOLA"), is registered with and subject to OTS regulations,
examinations, supervision and reporting.  As a subsidiary of a
savings and loan holding company, Guaranty Savings & Homestead
Association is subject to certain restrictions in its dealings
with the Company and any affiliates thereof.

Activities Restrictions.  There are generally no restrictions on
the activities of a savings and loan holding company which holds
only one subsidiary savings institution.  However, if the Director
of the OTS determines that there is reasonable cause to believe
that the activity of a savings and loan holding company
constitutes a serious risk to the financial safety, soundness or
stability of its subsidiary savings institution, the Director may
impose such restrictions as deemed necessary to address such risk,
including limiting (i) payment of dividends by the savings
institution; (ii) transactions between the savings institution and
its affiliates; and (iii) any activities of the savings
institution that might create a serious risk that the liabilities
of the holding company and its affiliates may impose on the
savings institution.  Notwithstanding the above rules as to
permissible business activities of unitary savings and loan
holding companies, if the savings institution subsidiary of
such a holding company fails to meet the qualified thrift lender
("QTL") test, as discussed under "- The Association - Qualified
Thrift Lender Test," then such unitary holding company also shall
become subject to the activities restrictions applicable to
multiple savings and loan holding companies and, unless the
savings institution re-qualifies as a QTL within one year

<PAGE>
thereafter, it shall register as, and become subject to the
restrictions applicable to, a bank holding company.  See "- The
Association - Qualified Thrift Lender Test."

Limitations on Transactions with Affiliates.  Transactions between
savings institutions and any affiliate are governed by Sections
23A and 23B of the Federal Reserve Act.  An affiliate of a savings
institution is any company or entity which controls, is controlled
by or is under common control with the savings institution.  In a
holding company context, the parent holding company of a savings
institution (such as the Company) and any companies which are
controlled by such parent holding company are affiliates of the
savings institution.  Generally, Sections 23A and 23B (i) limit
the extent to which the savings institution or its subsidiaries
may engage in "covered transactions" with any one affiliate to an
amount equal to 10% of such institution's capital stock and
surplus, and contain an aggregate limit on all such transactions
with all affiliates to an amount equal to 20% of such capital
stock and surplus and (ii) require that all such transactions be
on terms substantially the same, or at least as favorable, to the
institution or subsidiary as those provided to a non-affiliate.
The term "covered transaction" includes the making of loans,
purchase of assets, issuance of guarantee and other similar
transactions.  In addition to the restrictions imposed by Sections
23A and 23B, no savings institution may (i) loan or otherwise
extend credit to an affiliate, except for any affiliate which
engages only in activities which are permissible for bank holding
companies, or (ii) purchase or invest in any stocks, bonds,
debentures, notes or similar obligations of any affiliate, except
for affiliates which are subsidiaries of the savings institution.

     In addition, Sections 22(h) and (g) of the Federal Reserve
Act place restrictions on loans to executive officers, directors
and principal stockholders.  Under Section 22(h), secured loans to
a director, an executive officer and to a greater than 10%
stockholder of a savings institution, and certain affiliated
interest of either, may not exceed, together with all other
outstanding loans to such person and affiliated interests, the
savings institution's loans to one borrower limit (generally equal
to 25% of the institution's unimpaired capital and surplus).
Section 22(h) also requires that loans to directors, executive
officers and principal stockholders be made on terms substantially
the same as offered in comparable transactions to other persons
unless the loans are made pursuant to a benefit or compensation
program  that (i) is widely available to employees of the
institution and (ii) does not give preference to any director,
executive officer or principal stockholder, or certain affiliated
interests of either, over other employees of the savings
institution.  Section 22(h) also requires prior Board approval for
certain loans.  In addition, the aggregate amount of extensions of

<PAGE>
credit by a savings institution to all insiders cannot exceed the
institution's unimpaired capital and surplus.  Furthermore,
Section 22(g) places additional restrictions on loans to executive
officers.  At December 31, 1999, Guaranty Savings was in
compliance with the above restrictions.

Restrictions on Acquisitions.  Except under limited circumstances,
savings and loan holding companies are prohibited from acquiring,
without prior approval of the Director of the OTS, (i) control of
any other savings institution or savings and loan holding company
or substantially all the assets thereof or (ii) more than 5% of
the voting shares of a savings institution or holding company
thereof which is not a subsidiary.  Except with the prior approval
of the Director of the OTS, no director or officer of a savings
and loan holding company or person owning or controlling by proxy
or otherwise more than 25% of such company's stock, may acquire
control of any savings institution, other than a subsidiary
savings institution, or of any other savings and loan holding
company.

Federal Securities Laws.  The Company's common stock is registered
with the SEC under the Securities and Exchange Act of 1934
("Exchange Act").  The Company is subject to the information,
proxy solicitation, insider trading restrictions and other
requirements under the Exchange Act.

Financial Modernization.  Under the Gramm-Leach-Bliley Act enacted
into law on November 12, 1999, no company may acquire control of a
savings and loan holding company after May 4, 1999, unless the
company is engaged only in activities traditionally permitted to a
multiple savings and loan holding company or newly permitted to a
financial holding company under Section 4(k) of the Bank Holding
Company Act.  Existing savings and loan holding companies and
those formed pursuant to an application filed with the OTS before
May 4, 1999, may engage in any activity including non-financial or
commercial activities provided such companies control only one
savings and loan association that meets the Qualified Thrift
Lender test.  Corporate reorganizations are permitted, but the
transfer of grand-fathered unitary thrift holding company status
through acquisition is not permitted.

The Association

General.  As a Louisiana chartered stock savings and loan
association, the OFI is the Association's chartering authority,
and the OTS serves as the Association's primary regulator.  As
such, the OFI and the OTS have extensive authority over the
operations of Louisiana-chartered savings institutions.  The
Association is subject to periodic examinations and is required to
file monthly, quarterly and annual reports with either or both

<PAGE>
parties.  The investment and lending authority of savings
institutions are prohibited from engaging in any activities not
permitted by such laws and regulations.  Such regulation and
supervision is primarily intended for the protection of
depositors.

Insurance of Accounts.  The deposits of Guaranty Savings and
Homestead Association are insured to the maximum permitted by the
SAIF, which is administered by the FDIC, and are backed by the
full faith and credit of the U.S. Government.  As insurer, the
FDIC is authorized to conduct examinations of, and to require
reporting by, FDIC-insured institutions.  It also may prohibit any
FDIC-insured institution from engaging in any activity the FDIC
determines by regulation or order to pose a serious threat to the
FDIC.  The FDIC also has the authority to initiate enforcement
actions against savings institutions, after giving the OTS an
opportunity to take such action.

     The FDIC may terminate the deposit insurance of any insured
depository institution, including Guaranty Savings and Homestead
Association, if it determines after a hearing that the institution
has engaged or is engaging in unsafe or unsound practices, is in
an unsafe or unsound condition to continue operations, or has
violated any applicable law, regulation, order or any condition
imposed by an agreement with the FDIC.  It also may suspend
deposit insurance temporarily during the hearing process for the
permanent termination of insurance, if the institution has no
tangible capital.  If insurance of accounts is terminated, the
accounts at the institution at the time of the termination, less
subsequent withdrawals, shall continue to be insured for a period
of six months to two years, as determined by the FDIC.  Management
is aware of no existing circumstances which would result in
termination of the Association's deposit insurance.

Regulatory Capital Requirements.  Federally insured savings
institutions are required to maintain minimum levels of regulatory
capital.  The OTS has established capital standards applicable to
all savings institutions.  The OTS also is authorized to impose
capital requirements in excess of these standards on individual
institutions on a case-by-case basis.

     Current OTS capital standards require savings institutions to
satisfy three different capital requirements.  Under these
standards, savings institutions must maintain tangible capital
(1.5%), core capital (3.0%), and risk based capital (8.0%).  Core
capital includes generally recognized capital such as common
stockholders' equity and retained earnings plus other items such
as qualifying goodwill.  Tangible capital is essentially the same
but does not include qualifying supervisory goodwill.  At December

<PAGE>
31, 1999 the Association had no goodwill or other intangible
assets which are deducted in computing its tangible capital.

     In determining risk-based capital, a savings institution is
allowed to include both core capital and supplementary capital.
Assets are assigned to particular risk-weighted categories and
subsequently multiplied by that particular percentage (cash and US
Treasury and Agency securities equal 0%, 20% for high quality
mortgage-backed securities including those issued by US Government
Agencies and "AAA" rated private companies, state and local
obligations, claims on FHLB's and claims on domestic depository
institutions, 50% for single family mortgage loans and
100% for all other loans and investments).  The sum of these
calculations becomes the total of risk-weighted assets which are
then used to calculate the Association's risk-based capital ratio.

     At December 31, 1999, Guaranty Savings exceeded all of its
regulatory capital requirements, with tangible, core and risk-
based capital ratios of 17.68%, 17.68% and 49.15% respectively.

Liquidity Requirements.  All savings institutions are required to
maintain an average daily balance of liquid assets equal to a
certain percentage of the sum of its average daily balance of net
withdrawable deposit accounts and borrowings payable in one year
or less.  As of December 31, 1999 Guaranty Savings and Homestead
Association's liquidity was 64.1%, or $67.7 million in excess of
the minimum required 4%.

Capital Distributions.  Under OTS regulations, savings
associations that would be well capitalized following a capital
distribution are not subject to any requirement for notice or
application unless the total amount of all capital distributions,
including any proposed capital distribution, for the applicable
calendar year would exceed an amount equal to the savings
association's net income for that year to date plus the savings
association's retained net income for the preceding two years.
However, because the Association is a subsidiary of a savings and
loan holding company, the Association is required to give the OTS
at least 30 days notice prior to any capital distribution to the
Company.

Community Reinvestment.  Under the Community Reinvestment Act of
1977, as amended ("CRA"), as implemented by OTS regulations, a
savings institution has a continuing and affirmative obligation
consistent with its safe and sound operation to help meet the
credit needs of its entire community, including low and moderate
income neighborhoods.  The CRA does not establish specific lending
requirements or programs for financial institutions nor does it
limit an institution's discretion to develop the types of products
and services that it believes are best suited to its particular
community, consistent with the CRA.  The CRA requires the OTS, in

<PAGE>
connection with its examination of a savings institution, to
assess the institution's record of meeting the credit needs of its
community and to take such record into account in its evaluation
of certain applications by such institution.  The CRA requires
public disclosure of an institution's CRA rating and requires the
OTS to provide a written evaluation of an institution's CRA
performance utilizing a rating system which identifies four levels
of performance that may describe an institution's record of
meeting community needs: outstanding, satisfactory, needs to
improve and substantial noncompliance.  The CRA also requires all
institutions to make public disclosure of their CRA ratings.  The
Association's current CRA rating is satisfactory.

Qualified Thrift Lender Test.  The Qualified Thrift Lender (QTL)
Test measures the Association's level of qualified thrift
investments compared to its total portfolio assets (total assets
less intangibles, property used by a savings association in its
business and liquidity investments in an amount not to exceed 20%
of assets).  Generally, qualified thrift investments ("QTI's")are
residential housing related assets.  The Internal Revenue Service
(IRS) requires a savings institution to have at least 65% of its
assets in "QTI's" to qualify for tax treatment as a building and
loan association.  At December 31, 1999, 74.63% of the
Association's assets were invested in QTI's which was in excess of
the percentage required to qualify the Association under the QTL
test.

Year 2000. Having thoroughly tested its systems in preparation for
the century date change, the Company was not expecting any
problems as a result of the rollover to Year 2000.  Nevertheless,
the Company had a staff member on site each day of the New Year's
weekend to test each of our mission-critical systems, and all
systems passed the tests.  On Monday, January 3, 2000, we opened
our doors with our computer systems up and running and able to
meet any customer request.  We will continue to monitor our
systems throughout the year to ensure total Year 2000 compliance.

Federal Home Loan Bank System.  Guaranty Savings and Homestead
Association is a member of the FHLB of Dallas.  Each FHLB serves
as a reserve or central bank for its members within its assigned
region.  It is funded primarily from proceeds derived from the
sale of FHLB agency issued obligations.  As a member, the
Association is required to maintain stock in the FHLB of Dallas in
an amount equal to at least 1% of its aggregate unpaid residential
mortgage loans, home purchase contracts or similar obligations at
the beginning of each year or 5% of its advances from the FHLB of
Dallas, whichever is greater.  At December 31, 1999, Guaranty
Savings and Homestead Association had $2.9 million in FHLB stock,
which was in compliance with this requirement.

<PAGE>
Federal Taxation

General.  The Company and the Association are subject to the
generally applicable corporate tax provisions of the Internal
Revenue Code (the "Code"), and the Association is subject to
certain additional provisions of the Code which apply to thrifts
and other types of financial institutions.  The following
discussion of federal taxation is intended only to summarize
certain pertinent federal income tax matters relevant to the
taxation of the Company and the Association and is not a
comprehensive discussion of the tax rules applicable to the
Company and the Association.

Year.  The Company files a consolidated federal tax return on the
basis of a calendar year ending on December 31.

Bad Debt Reserves.  A small financial institution (one with an
adjusted basis of assets of less than $500 million), such as
the Association, is required in tax years beginning after 1995
to determine additions to its bad debt reserves under the
experience method. Under the experience method, the deductible
annual addition to the institution's bad debt reserves is the
amount necessary to increase the balance of the reserve at the
close of the taxable year to the greater of (a) the amount which
bears the same ratio to loans outstanding at the close of the
taxable year as the total net bad debts sustained during the
current and five preceding taxable years bear to the sum of loans
outstanding at the close of the same six years, or (b) the lower
of (i) the balance of the reserve account at the close of the
Association's "base year," which was its tax year ended December
31, 1987, or (ii) if the amount of loans outstanding at close of
the taxable year is less than the amount of loans outstanding at
the close of the base year, the amount which bears the same ratio
to loans outstanding at the close of the taxable year as the
balance of the reserve at the close of the base year bears to the
amount of loans outstanding at the close of the base year.

     In 1996, the Association was required to change its method
of computing its bad debt deduction from other methods previously
allowable to the experience method. As a result of the change in
law, the Association is required to include an amount into
taxable income over a six-year period beginning in 1998. The
amount required to be included in taxable income is the difference
between its bad debt reserves at December 31, 1995, as determined
under previously allowable bad debt methods, and the reserve
allowable under the experience method at December 31, 1995. The
amount to be included in the Association's taxable income over the
six-year period beginning with 1998 is $145,346, or $24,224 per
year.

<PAGE>
     At December 31, 1998, the federal income tax reserves of
the Association included $5.5 million for which no federal income
tax has been provided. Because of these federal income tax
reserves and the liquidation account established for the
benefit of certain depositors of the Association in connection
with the conversion of the Association to stock form, the retained
earnings of the Association are substantially restricted.

Distributions.  If the Association were to distribute cash or
property to its sole stockholder, and the distribution was treated
as being from its accumulated bad debt reserves, the distribution
would cause the Association to have additional taxable income.  A
distribution is deemed to have been made from accumulated bad debt
reserves to the extent that (a) the reserves exceed the amount
that would have been accumulated on the basis of actual loss
experience, and (b) the distribution is a "non-qualified
distribution."  A distribution with respect to stock is a non-
qualified distribution to the extent that, for federal income tax
purposes, (i) it is in redemption of shares, (ii) it is pursuant
to a liquidation of the institution, or (iii) in the case of a
current distribution, together with all other such distributions
during the taxable year, it exceeds the institutions current and
post-1951 accumulated earnings and profits. The amount of
additional taxable income created by a non-qualified distribution,
is an amount that, when reduced by the tax attributable to it, is
equal to the amount of the distribution.

Minimum Tax.  The Internal Revenue Code imposes an alternative
minimum tax at a rate of 20% on corporations with average annual
gross receipts in excess of $7.5 million for the prior three tax
years. Average annual gross receipts of GS Financial, Inc. is in
excess of $7.5 million and as a result, GS Financial is subject to
the provisions of the alternative minimum tax provisions of the
Code. The alternative minimum tax generally applies to a base of
regular taxable income plus certain tax preferences ("alternative
minimum taxable income" or "AMTI") and is payable to the extent
such AMTI is in excess of an exemption amount. The Code provides
items of tax preference including (a) tax exempt interest on newly
issued (generally, issued after August 8, 1986) private activity
bonds other than certain qualified bonds, (b) certain accelerated
depreciation amounts and (c) 75% of the excess if any of (i)
adjusted current earnings as defined in the Code, over (ii) AMTI
(defined without regard to this preference and prior to reduction
by net operating losses).

<PAGE>
Net Operating Loss Carryovers.  A financial institution may carry
back net operating losses ("NOLs") to the preceding three taxable
years and forward to the succeeding fifteen taxable years.  This
provision applies to losses incurred in taxable years beginning
after 1986.  At December 31, 1999, the Association had no NOL
carry-forwards for federal income tax purposes.

Capital Gains and Corporate Dividends-Received Deduction.
Corporate net capital gains are taxed at a maximum rate of 35%.
The corporate dividends-received deduction is 80% in the case of
dividends received from corporations with which a corporate
recipient does not file a consolidated tax return, and
corporations which own less than 20% of the stock of a corporation
distributing a dividend may deduct only 70% of dividends received
or accrued on their behalf.  However, a corporation may deduct
100% of dividends from a member of the same affiliated group of
corporations.

Other Matters.  Federal legislation is introduced from time to
time that would limit the ability of individuals to deduct
interest paid on mortgage loans.  Individuals are currently not
permitted to deduct interest on consumer loans.  Significant
increases in tax rates or further restrictions on the
deductibility of mortgage interest could adversely affect the
Association.

     The Association's federal income tax returns for the tax
years ended December 31, 1996 forward are open under the statute
of limitations and are subject to review by the IRS.

State Taxation

     Any non-banking subsidiaries of the Association ( as well as
the Company) are subject to the Louisiana Corporation Income Tax
based on their Louisiana taxable income, as well as franchise
taxes.  The Corporation Income Tax applies at graduated rates from
4% upon the first $25,000 of Louisiana taxable income to 8% on all
Louisiana taxable income in excess of $200,000.  For these
purposes, "Louisiana taxable income" means net income which is
earned within or derived from sources within the State of
Louisiana, after adjustments permitted under Louisiana law
including a federal income tax deduction and an allowance for net
operating losses, if any.  As a stock thrift, the Association is
subject to the Louisiana Shares Tax.  The formula for deriving the
assessed value is to; (a) calculate 15% of the sum of 20% of the
company's capitalized earnings, plus (b) 80% of the company's
taxable stockholders' equity, and to subtract from that figure 50%
of the company's real and personal property assessment.  Various
items may also be subtracted in calculating a company's
capitalized earnings.

<PAGE>
Franchise Tax

     The Company is also subject to the Louisiana franchise tax,
which is imposed upon equity and certain borrowings (the franchise
base) at a rate of $3 for every $1,000 of franchise base.
Financial institution holding companies are allowed to reduce the
franchise base to the extent of investments in and advances to
subsidiary financial institutions.

Item 2.  PROPERTIES

     The following table sets forth certain information relating
to the Company's offices at December 31, 1999.  All properties are
owned by the Company.  All amounts are in thousands.

                                     Net
                                     Book           Total
Location                             Value        Deposits
--------                            -------       --------
3798 Veterans Blvd., Metairie       $1,800        $ 51,341
2111 N. Causeway Blvd., Mandeville     331             970
3915 Canal St., New Orleans            256           6,905
                                     -----          ------
                                    $2,387        $ 59,216
                                     =====          ======

Item 3.  LEGAL PROCEEDINGS

     The Company and the Association are not involved in any
pending legal proceedings other than non-material legal
proceedings occurring in the ordinary course of business.

Item 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to security holders during
the quarter ending December 31, 1999.

                               Part II.

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

     The information required herein, to the extent applicable, is
incorporated by reference from page 2 of the Registrant's
1999 Annual Report to Stockholders ("Annual Report") which is
Exhibit 13 to this Form 10-K.

<PAGE>
Item 6.  SELECTED FINANCIAL DATA

     The information required herein is incorporated by reference
from pages 3 to 4 of the Registrant's Annual Report.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

     The information required herein is incorporated by reference
from pages 4 to 11 of the Registrant's Annual Report.

Item 7a  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

     The information required herein is incorporated by reference
from pages 12 to 16 of the Registrant's Annual Report.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required herein is incorporated by reference
from pages 17 to 54 of the Registrant's Annual Report.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     Not applicable

                               Part III.

Item 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required herein is incorporated by reference
from pages 2-5 of the Registrant's definitive proxy statement for
the 1999 Annual Meeting of Stockholders ("Proxy Statement").

Item 11  EXECUTIVE COMPENSATION

     The information required herein is incorporated by reference
from pages 8-10 of the Registrant's Proxy Statement.

Item 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

     The information required herein is incorporated by reference
from pages 6-7 of the Registrant's Proxy Statement.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required herein is incorporated by reference
from page 2 and page 10 of the Registrant's Proxy Statement.

<PAGE>
                               Part IV.

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.

(a)       Documents filed as part of this Report.

(1)       The following financial statements are incorporated by
            reference from Item 8 hereof (see Exhibit 13):
               Report of Independent Auditors
               Consolidated Balance Sheets as of December 31, 1999
                 and 1998
               Consolidated Statements of Income for the Fiscal
                 Periods Ended December 31, 1999, 1998 and 1997
               Consolidated Statements of Changes in Shareholders'
                 Equity for the Fiscal Periods Ended
                 December 31, 1999, 1998 and 1997
               Consolidated Statements of Cash Flows for the
                 Fiscal Periods Ended December 31, 1999, 1998
                 and 1997
               Notes to Consolidated Financial Statements

   (2)    All schedules for which provision is made in the
            applicable accounting regulation of the SEC are
            omitted because of the absence of conditions under
            which they are required or because the required
            information is included in the consolidated financial
            statements and related notes thereto.

   (3)    The following exhibits are filed as part of this form
            10-K, and this list includes the Exhibit Index.

<PAGE>
                           Exhibit Index

3.1*   Articles of Incorporation of GS Financial Corp.
3.2*   Bylaws of GS Financial Corp.
4.1*   Stock Certificate of GS Financial Corp.
10.1** GS Financial Corp. Stock Option Plan
10.2** GS Financial Corp. Recognition and Retention Plan and Trust
          Agreement for Employees and Non-Employee Directors.
10.3*  Employment Agreement among GS Financial Corp. Guaranty
          Savings and Homestead Association and Donald C. Scott
          Dated February 13, 1997
10.4*  Employment Agreement among GS Financial Corp. Guaranty
          Savings and Homestead Association and Bruce A. Scott
          Dated February 13, 1997
13.0   1999 Annual Report to Stockholders
21.0   Subsidiaries of the Registrant -  Reference is made to
          "Item 2" Business for the required information
27.0   Financial Data Schedule (Electronic Version Only)

*  Incorporated herein by reference from the Registration
Statement on Form SB-2 (Registration number 333-18841) filed by
the Registrant with the SEC on December 26, 1996, as
subsequently amended.

** Incorporated herein by reference from the definitive proxy
statement, dated September 16, 1997, filed by the Registrant with
the SEC (Commission File No. 000-22269)

<PAGE>
                            SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                        GS FINANCIAL CORP.



March 18, 2000         By:     /s/ Donald C. Scott
                               -------------------
                               Donald C. Scott
                               Chairman of the Board, President
                               And Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.

Name                            Title
----                            -----



/s/ Donald C. Scott        Chairman of the Board, March 18, 2000
-------------------        President and Chief
Donald C. Scott            Executive Officer
                           (principal executive officer)



/s/ Bruce A. Scott         Executive Vice         March 18, 2000
------------------         President and Director
Bruce A. Scott



/s/ Glenn R. Bartels       Controller             March 18, 2000
--------------------       (principal financial
Glenn R. Bartels           and accounting officer)



/s/ J. Scott Key           Director               March 18, 2000
----------------
J. Scott Key


<PAGE>
/s/ M.D. Paine, Jr.        Director               March 18, 2000
-------------------
M.D. Paine, Jr.



/s/ Victor Kirschman       Director               March 18, 2000
--------------------
Victor Kirschman



/s/ Bradford A. Glazer     Director               March 18, 2000
----------------------
Bradford A. Glazer



/s/ Stephen L. Cory        Director               March 18, 2000
-------------------
Stephen L. Cory



/s/ Albert J. Zahn, Jr.    Director               March 18, 2000
-----------------------
Albert J. Zahn, Jr.



/s/ Kenneth B. Caldcleugh  Director               March 18, 2000
-------------------------
Kenneth B. Caldcleugh

<PAGE>
Exhibit 13

                  ANNUAL REPORT TO SHAREHOLDERS

TO OUR SHAREHOLDERS

As we review our third year performance as a publicly traded
company, we can point to some notable achievements. The growth of
approximately 10% in our mortgage loan portfolio (for the 4th.
consecutive year) was a significant factor in the over 11%
increase in interest income.  Our ongoing efforts to reduce non-
interest expense have been successful.  Asset quality remains very
strong;  non-performing assets totaled $114,000 at year-end 1999.

Our business is truly customer service oriented.  As a small
community financial institution, we have the opportunity to expand
relationships with existing customers and attract new business.
In 1999, we began offering checking accounts and, as an added
convenience to our customers, we installed ATM machines at all of
our locations with membership in national and regional networks.
We will continue to explore new product lines and services.

During 1999 we purchased 299,000 shares of the outstanding common
stock of the Company at an approximate cost of $3.7 million.  We
continue to strive for an expedient balance between our strong
capital position and current levels of market capitalization.

We look forward to the new millennium and the many opportunities
it will offer.  We thank the members of our Y2K committee and all
of our employees for their time and effort in making the
transition from 1999 to the year 2000 a tranquil one.

We believe that our business philosophy and family atmosphere will
continue to appeal to our community and that our past successes
will guide us in our strategies to enhance overall performance.

Thank you for your confidence in and continued support of our
Company.

Sincerely,




/s/ Donald C. Scott
-------------------
Donald C. Scott
President and Chairman of the Board

<PAGE>
The Company

     GS Financial Corp. (the "Company") is a thrift holding
company which was organized and incorporated under the laws of the
State of Louisiana on December 24, 1996.  The Company's primary
business is conducted through its wholly-owned subsidiary,
Guaranty Savings & Homestead Association at its three locations in
the metropolitan New Orleans area.

Market Information

     GS Financial Corp's common stock trades on The NASDAQ Stock
Market under the symbol GSLA.  The Company's stock traded in the
range shown below.  At December 31, 1999, the closing price was
$12.25 per share and there were approximately 1,700 shareholders
of record.

1999
QUARTER ENDING             HIGH         LOW     Cash Dividend
------------------        ------       ------      -------
March 31, 1999            13.380       10.875       $.07
June 30, 1999             10.750       10.580       $.09
September 30, 1999        11.500       10.630       $.09
December 31, 1999         12.880       10.000       $.09

1998
QUARTER ENDING             HIGH         LOW     Cash Dividend
------------------        ------       ------      -------
March 31, 1998            20.880       18.500       $.07
June 30, 1998             20.500       16.130       $.07
September 30, 1998        17.250       12.000       $.07
December 31, 1998         13.880       10.380       $.07

Notice of Annual Meeting

     The Annual Meeting of Shareholders of GS Financial Corp. will
be held at the offices of Guaranty Savings & Homestead
Association, 3798 Veterans Blvd., Metairie, Louisiana on Tuesday,
April 25, 2000 at 10:00 a.m. CST.

Shareholder Services

     Shareholders desiring to change the name, address or
ownership of stock, to report lost certificates, or to consolidate
accounts should contact our transfer agent:

Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016
1-800-368-5948

<PAGE>
Investor Relations

     Shareholders and others seeking financial information or
copies of the Company's financial information should contact:

Amy Mashburn, Compliance Officer or, Glenn R. Bartels, Controller
GS Financial Corp.
3798 Veterans Blvd.
Metairie, LA 70002
(504) 457-6220

              SELECTED CONSOLIDATED FINANCIAL DATA
                     December 1995 - 1999

The following selected consolidated financial and other data of
the Company does not purport to be complete and should be read in
conjunction with, and is qualified in its entirety by, the more
detailed financial information, including the Consolidated
Financial Statements of the Company and Notes thereto, contained
elsewhere herein.

                                        At December 31,
                              1999    1998    1997    1996    1995
SELECTED FINANCIAL CONDITION
  Total Assets             157,982 157,534 131,396  87,550  86,040
  Cash and Cash Equivalents  2,504   1,810   2,612   7,591   2,355
  Loans Receivable, Net     70,066  63,895  53,588  44,125  39,888
  Investment Securities     10,483  20,877  27,974  23,566  33,360
  Mortgage-Backed
   Securities               16,275  23,209  42,721   7,520   6,367
  Collateralized Mortgage
   Obligations              52,080  41,726      -       -       -
  Deposit Accounts          59,216  61,105  56,822  61,721  60,945
  Borrowings                53,988  45,381  16,157      -       -
  Equity                    43,548  48,509  56,047  24,779  23,946

SELECTED OPERATING DATA:
  Interest Income           10,658   9,585   8,347   6,155   6,298
  Interest Expense           5,221   4,087   3,014   2,669   2,653
  Net Interest Income        5,437   5,498   5,333   3,486   3,645
  Provision for Loan Losses      6      53      28      59      12
  Net Interest Income after
   Provision for Loan Losses 5,431   5,445   5,305   3,427   3,633
  Non-Interest Income           (5)    233      73     (74)      8
  Non-Interest Expense      (3,301) (3,453) (2,708) (2,747)(2,289)
  Net Income before Taxes    2,125   2,225   2,670     606   1,352
  Income Tax expense           750     870   1,000     201     480
  Net Income                 1,375   1,355   1,670     405     872
  Net Income Per Share-Basic
                            $  .58 $  0.49 $  0.53     n/a     n/a

<PAGE>
  Net Income Per Share-Diluted
                            $  .58 $  0.49 $  0.53     n/a     n/a
  Dividends Declared Per
    Share                   $  .34 $  0.28 $  0.14     n/a     n/a

OTHER DATA:
Profitability
  Average Yield on
    Interest-Earning Assets   7.09   7.16    7.21    7.57    7.57
  Average Rate on Interest-
    Bearing Liabilities       4.85   4.76    4.60    4.43    4.25
  Average Interest
    Rate Spread               2.24   2.40    2.61    3.14    3.32
  Net Interest Margin         3.62   4.11    4.60    4.29    4.38
  Interest-Earning Assets
   as a % of Interest
   Bearing Liabilities      139.62 156.04  176.66  134.92  133.39
  Net Interest Income
   after Provision for
   Loan Loss as a % of
   Non Interest Expense     164.51 157.68  195.90  124.75  158.72
  Non Interest Expense as
    a % of Average Assets     2.12   2.47    2.23    3.19    2.62
  Return on Average Assets    0.88   0.97    1.38    0.47    1.00
  Return on Average Equity    3.16   2.62    3.19    1.65    3.70

CAPITAL RATIO'S:
  Average Equity as a %
    of Total Assets          27.92  37.03   40.76   28.30   26.99
  Tangible Capital Ratio     17.68  27.62   32.61   27.72   27.35
  Core Capital Ratio         17.68  27.62   32.61   27.72   27.35
  Risk-Based Capital Ratio   49.15  72.60   79.41   79.19   93.60

ASSET QUALITY RATIO'S:
  Non Performing Loans as
    a % of Total Loans         .14   0.42    0.31    0.57    0.51
  Non Performing Assets as
    a % of Total Assets        .06   0.17    0.13    0.29    0.27
  Allowance for Loan Losses
    as a % of Total Loans
    Receivable                 .60   0.72    0.77    0.87    0.80
  Allowance for Loan Losses
    as a % of Non-
    Performing Loans        422.97 174.01  247.49  151.17  156.80

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition
and results of operations of GS Financial Corp. (the "Company")
and its subsidiary for the years ended December 31, 1997 through
1999 is designed to assist readers in their understanding of the
Company.  This review should be read in conjunction with the
audited consolidated financial statements, accompanying footnotes
and supplemental financial data included herein.

FORWARD-LOOKING STATEMENTS

In addition to the historical information contained herein, the
following discussion contains forward-looking statements that
involve risk and uncertainties.  Economic circumstances, the
Company's operations and actual results could differ significantly
from those discussed in the forward-looking statements.  The major
factors that could cause or contribute to such differences include
but are not limited to changes in the local economy as well as
national interest rates.  Other forward-looking statements are
made concerning the amount of and adequacy of the allowance for
loan losses and the potential impact of the effect of the year
2000 on the Company's management information system.

               COMPARISON OF FINANCIAL CONDITION

ASSETS

General - Total assets of the Company increased by $.5 million
from $157.5 million at December 31, 1998, to $158.0 million at
December 31, 1999.  The increase was primarily due to $10.4
million in additional collateralized mortgage obligations and a
$6.2 million increase in loans receivable.  The increase was
funded primarily advances from the Federal Home Loan Bank.

Cash and Cash Equivalents - Cash and cash equivalents, consisting
of interest and non-interest bearing deposits increased $.7
million, or 39%, from $1.8 million at December 31, 1998, to $2.5
million at December 31, 1999.  Cash and cash equivalents are
utilized in the daily operations of the Company.  As much cash as
possible is invested in short term investments which yield higher
returns than overnight Federal Funds or other interest-earning
deposits.

Loans Receivable, Net - Loans receivable, net, increased by $6.2
million, or 10%, from $63.9 million at December 31, 1998, to $70.1
million at December 31, 1999.  The increase consisted primarily of
a $5.8 million increase in loans on 1-4 family dwellings, from
$61.6 million in 1998 to $67.4 million in 1999.

<PAGE>
Investment Securities - Investment securities decreased $10.4
million, or 50%, from $20.9 million at December 31, 1998, to $10.5
million at December 31, 1999.  The Company's investment securities
consist of United States Treasury and Agency issues, short term
mutual funds consisting primarily of qualified thrift investments
and Federal Home Loan Mortgage Corporation (FHLMC) common stock.

Mortgage-Backed Securities - Mortgage-backed securities decreased
$6.9 million, or 30%, from $23.2 million at December 31, 1998, to
$16.3 million at December 31, 1999.  In 1998 the Company sold
$12.4 million in mortgage-backed securities which netted a
realized gain of $.2 million.  At December 31, 1999 and 1998, all
of the Company's mortgage-backed securities were FHLMC, FNMA, or
GNMA issued instruments.  FHLMC and FNMA are enterprises sponsored
by the Federal government while GNMA securities represent direct
obligations of the Federal Government.

Collateralized Mortgage Obligations - Collateralized Mortgage
Obligations (CMO's) are multiple class mortgage-backed securities
whereby an underlying pool of mortgages held by the issuer serves
as collateral for the debt.  Principal and interest payments from
the pool of mortgages are used to retire the CMO's.  Currently,
the Company's investment in CMO's is limited to first-tranche Real
Estate Mortgage Investment Conduits (REMIC's) which pay principal
and interest monthly.  The Company has REMIC's issued by FNMA,
FHLMC and "AAA" rated non-governmental agencies.  The Company has
found these instruments to be ideal for its wholesale growth
strategy due to their rapid repayment and attractive yields.  The
expected life of these REMIC's varies from 2 to 4 years.  Most of
the Company's investment in CMO's were funded by advances from the
Federal Home Loan Bank.  During 1999, the Company's investment in
CMO's increased $10.4 million, or 25%, from $41.7 million at
December 31, 1998, to $52.1 million at December 31, 1999.

LIABILITIES AND STOCKHOLDERS' EQUITY

General - The Company's deposits, borrowings and equity represent
sources of funds.

Deposits - The Company's deposits decreased $1.9 million, or 3%,
from $61.1 million at December 31, 1998, to $59.2 million at
December 31, 1999.  The change was due to the net result of a $.6
million decrease in certificates of deposit and a $1.3 million
decrease in passbook savings accounts.

Borrowings - The Company's borrowings increased $8.6 million, or
19%, from $45.4 million at December 31, 1998 to $54.0 million at
December 31, 1999.  The Company's borrowings consist of fully
amortizing and balloon advances from the Federal Home Loan Bank of

<PAGE>
Dallas which mature between 2000 and 2008.  These borrowings
represent the continuation of the Company's wholesale growth
strategy of leveraged investing.

Stockholders' Equity - Stockholders' equity decreased $5.0
million, or 10%, from $48.5 million at December 31, 1998, to $43.5
million at December 31, 1999.  The net decrease was due to the net
effects of stock buybacks of $3.7 million, net income of $1.4
million, $.8 million in dividends paid, a reduction in accumulated
other comprehensive income of $2.3 million along with other minor
adjustments.

COMPARISON OF RESULTS OF OPERATIONS

General - The Company reported net income of $1.4 million, $1.4
million and $1.7 million for the years ended December 31, 1999,
1998 and 1997 respectively.  The results for 1999 reflected a $1.1
million increase in interest income from 1998 along with a $1.1
million increase in interest expense and a decrease of $.1 million
in non-interest expense.  During 1998 the Company sold mortgage-
backed securities which generated a $.2 million gain. The results
for 1997 reflected the net influx of $30 million in capital raised
in the Company's initial public offering (IPO).

Interest Income - Interest income increased $1.1 million, or 11%,
from $9.6 million for 1998 compared to $10.7 million in 1999.
Overall results for 1999 reflected a yield of 7.09% on average
earning assets of $150.3 million compared to average earning
assets of $133.9 million in 1998 yielding 7.16%.  Interest on
CMO's increased $1.8 million, or 164%, in 1999 to $2.9 million
compared to $1.1 million in 1998.  Interest on loans increased for
the fourth consecutive year.  Interest on loans increased to $5.3
million in 1999, up from $4.9 million in 1998. This increase of
$.4 million represented growth of 8%.

     The yield on loans receivable decreased from 8.25% in 1998 to
7.99% in 1999.  This, however, was offset by an increase in the
average balance of net loans receivable of $7.3 million from 1998
to 1999.   In 1999, loss of interest income on loans due to lower
yields amounted to $.1 million while the gain in interest income
from higher balances was $.5 million.

     Interest income on investment securities decreased $.5
million, or 33%, from $1.5 million in 1998 to $1.0 million in
1999.  The yield on investment securities went down from 7.34% in
1998 to 6.30% in 1999.  The reduction in yield was due to the fact
that the Company's investment in mortgage-based mutual funds
increased proportionately to the Company's portfolio of U.S.
Treasury and Agency securities.  The Company's portfolio of U.S.
Treasury and Agency securities yielded approximately 7.25% due to

<PAGE>
the fact that it consists primarily of securities purchased at
least two years ago when interest rates were significantly higher
than they are today.  The Company's mortgage-based mutual funds
typically yield between 5.5% and 6.0% and act as a short-term
investment for the Company.  The average balance of investments
decreased $5.0 million, or 25%,  from 1998 to 1999.  The decrease
in balance was due to the Company's redemption of some of its
holdings in short-term liquid mutual funds and subsequent
redeployment to CMO's and mortgage loans.

     Interest on Mortgage-backed securities decreased $.5 million
from $1.8 million in 1998 to $1.3 million in 1999.  This
represents a decrease of 28%.  While the yield increased in 1999
to 6.53%, compared to 6.34% in 1998, the average balance decreased
$9.8 million from $28.9 million in 1998 to $19.1 million in 1999,
accounting for the decrease in income.

    The $1.8 million increase in interest on CMO's was primarily
due to the increase in average balance from $17.7 million compared
to $44.5 million in 1999.  Yields on CMO's increased from 6.33% in
1998 to 6.44% in 1999.

     Interest income from other interest earning assets remained
relatively unchanged at  $.2 million.  Interest income from other
interest earning assets consists of dividends from Federal Home
Loan Bank stock, interest on Fed funds and interest-bearing
deposits in other financial institutions.

Interest Expense - Interest expense increased $1.1 million, or
27%, from $4.1 million in 1998, compared to $5.2 million in 1999.
Interest on FHLB advances increased $1.1 million to $2.7 million
in 1999 compared to $1.6 million in 1998.  The increase was due to
the continuation of the Company's wholesale growth program whereby
FHLB advances are utilized to fund various investments.  The cost
of the Company's FHLB advances were 5.62% in 1999 compared to
5.80% in 1998.  The reduction in cost was offset by an increase in
the average balance of $19.7 million, or 71%, from $27.9 million
in 1998 compared to $47.6 million in 1999.  Interest expense on
the Company's retail deposits was unchanged from 1998 to 1999 at
$2.5 million.  The cost of passbook savings deposits was unchanged
while the cost of certificates of deposit decreased to 4.88% in
1999 from 5.03% in 1998.

Provision for Loan Losses -The Company had a negligible provision
for loan loss in 1999 compared to $.05 million and $.03 million
for the years ending December 31, 1998 and 1997.  Provisions for
loan losses are charged to earnings to bring the total allowance
for loan losses to a level considered appropriate by management
based on a quarterly review which is reflective of each individual
loan's performance and condition of the underlying collateral.

<PAGE>
Management targets a certain percentage of the entire mortgage
portfolio given the current economic conditions at which the
allowance for loan loss is deemed adequate.  The Company
employs the reserve method of accounting for its allowances for
loan losses.  For the twelve months ended December 31, 1999, 1998
and 1997 the above-mentioned provisions were necessary to bring
the allowance for loan loss in line with management's targets
mainly due to growth in the mortgage portfolio.

     The allowance for loan losses may be adversely affected by
loans charged off.  For the three years ended December 31, 1999,
1998 and 1997 the Company had charge-offs of $.05 million, $0 and
$0.  This low level of charge-offs could continue as long as the
local economy remains strong with unemployment low.  Due to the
Company's policy of requiring cash equity for all mortgage loans,
the Company does not anticipate any material adverse effect on its
results of operations in the event of a downturn in the local
economy.

<PAGE>
<TABLE>
Average Balances, Net Interest Income, and Yields Earned and Rates
Paid

     The following table represents for the periods indicated the
total dollar amount of interest income from average interest-
earning assets and the resultant yields, as well as the interest
expense on average interest-bearing liabilities, expressed both in
dollars and rates, and the net interest margin.  The table does
not reflect any effect of income taxes.
<CAPTION>

                                            For the Years Ended December 31,
                            ----------------------------------------------------------------
                                    1999                   1998                  1997
                            ----------------------------------------------------------------
                              Avg.         Avg.    Avg.           Avg.     Avg.         Avg.
                              Bal.   Int.  Rate    Bal.     Int.  Rate     Bal.   Int.  Rate
                            ------  -----  -----  ------   -----  -----  ------  -----  -----
<S>                         <C>     <C>    <C>    <C>      <C>    <C>    <C>     <C>    <C>
Interest Earning Assets
  Loans Receivable          66,773  5,334  7.99%  59,511   4,912  8.25%  46,773  4,085  8.73%
  Mortgage-Backed
    Securities              19,174  1,253  6.53%  28,918   1,833  6.34%  28,854  1,841  6.38%
  Investment Securities     15,427    972  6.30%  20,423   1,499  7.34%  25,972  1,724  6.64%
  Collateralized Mortgage
    Obligations             44,480  2,863  6.44%  17,662   1,118  6.33%
  Other Interest
    Earning Assets           4,495    236  5.25%   7,363     223  3.03%  14,251    697  4.89%
                          --------  -----        -------   -----       --------  -----
  Total Interest
    Earning Assets         150,349 10,658  7.09% 133,877   9,585  7.16% 115,850  8,347  7.21%
  Non Interest Earning
    Assets                   5,277                 5,894                  5,592
                           -------                ------                 ------
  Total Assets             155,626               139,771                121,442

Interest Bearing Liabilities
  Passbooks Deposits        20,633    621  3.01%  22,284     680  3.05%  23,735    854  3.60%
  Certificates of Deposit   39,456  1,926  4.88%  35,636   1,791  5.03%  34,397  1,721  5.00%
  Borrowings                47,592  2,674  5.62%  27,879   1,616  5.80%   7,445    439  5.90%
                            ------  -----         ------   -----         ------  -----
  Total Interest Bearing
    Liabilities            107,681  5,221  4.85%  85,799   4,087  4.76%  65,577  3,014  4.60%
  Non Interest Bearing
    Liabilities              4,499                 4,932                  3,457
                           -------                ------                 ------
  Total Liabilities        112,180                90,731                 69,034

  Retained Earnings         43,446                49,040                 52,408
                           -------               -------               --------

Total Liabilities and
  Retained Earnings        155,626               139,771                121,442

Net Interest
  Earning Assets            42,668                48,078                 50,273
Net Interest Income                5,437                  5,498                 5,333
Net Interest Spread                        2.24%                 2.40%                  2.61%
Net Interest Margin                        3.62%                 4.11%                  4.60%
</TABLE>

<PAGE>
RATE/VOLUME ANALYSIS

     The following table shows the extent to which changes in
interest rates and changes in volume of interest-related assets
and liabilities affected interest income and expense during the
periods indicated.  For each category of interest-earning assets
and interest-bearing liabilities, information is provided on
changes attributable to (i) changes in volume (change in volume
multiplied by prior year rate) and (ii) changes in rate (change in
rate multiplied by prior year volume).  The combined effect of
changes in both rate and volume has been allocated proportionately
to the change due to rate and the change due to volume.

                                 RATE/VOLUME ANALYSIS
                             For December 31, 1997 - 1999
                     --------------------------------------------
                     12/31/99 to 12/31/98    12/31/98 to 12/31/97
                     Rate    Volume  Total   Rate    Volume  Total
Interest Income
  Loans              (124)    546     422    (247)  1,074     827
  MBS                 (46)   (534)   (580)     95    (103)     (8)
  Invest             (182)   (345)   (527)    145    (370)   (225)
  CMO's                19   1,726   1,745       -   1,118   1,118
  Other               123    (110)     13    (176)   (298)   (474)
                     ----   -----   -----     ----   ----    -----
Total                (210)  1,283   1,073    (184)  1,421   1,238

Interest Expense
  Passbook             (9)    (50)    (59)   (131)    (44)   (174)
  Certificates        (54)    189     135      10      60      70
  Borrowings           17   1,041   1,058     (25)  1,203   1,177
                      ----    ---     ---     ---    ----     ---
Total                 (46)  1,180   1,134    (145)  1,218   1,073

Increase/(Decrease)
 in Net Interest     (164)    103     (61)    (38)    202     165
 Income

Non-Interest Income - Non-interest income decreased $.2 million in
1999 to $0 for the current year compared to $ .2 million in the
twelve months ended December 31, 1998.  The one major contributing
factor to this difference was the gain on sale of investments in
1998 of $.2 million compared to negligible losses and other income
in 1999.

Other Expenses - Other expenses decreased $.2 million, or 6%, from
$3.5 million for the twelve months ended December 31, 1998,
compared to $3.3 million for the twelve months ended December 31,
1999.  Compensation expense decreased $.1, million or 5%, to $2.0
million in 1999 compared to $2.1 million in 1998.  This was due to

<PAGE>
a reduction in the Company's ESOP expense due to the decrease in
market value of the Company's stock.

LIQUIDITY AND CAPITAL RESOURCES

     Liquidity measures the Company's ability to meet its
financial commitments and obligations on a timely basis.  These
commitments and obligations include loan disbursements, savings
withdrawals by customers, the payment of dividends and the daily
operating expenses of the Company.  Liquidity management involves
the daily monitoring of cash on hand, non-interest bearing
operating accounts, overnight Federal funds Sold, short-term
investments and the Company's ability to convert these assets into
cash without incurring a loss.  Monthly pay-downs on mortgage
loans, mortgage-backed securities and collateralized mortgage
obligations are anticipated and channeled to either cash on hand,
overnight Federal funds Sold or short-term investments in order to
meet the Company's demands and maximize interest earned on these
funds.

     The Company's primary sources of funds are interest bearing
customer deposits, advances from the Federal Home Loan Bank and
maturities of its existing investments including mortgage loans,
mortgage-backed securities, investment securities and
collateralized mortgage obligations.  The Company maintains
competitive interest rates to maintain its core deposit of
passbook savings and certificates of deposit.  The Company does
not utilize brokered deposits nor does it offer special rates for
"jumbo" deposits of $100,000 or more.  Gradual increases in
interest rates have slowed prepayments of many of the Company's
assets during 1999.  This has helped boost yields, particularly
for mortgage loans, CMO's and mortgage-backed securities.

     The Company, through the Association, is required under
Federal regulations to maintain certain levels of liquid
investments.  Qualifying investments include United States
Treasury and Federal Agency securities and other similar
instruments having maturities of five years or less.  The level of
such investments may not be less than 4% of the Associations
average withdrawable obligations as defined by the OTS.  As of
December 31, 1999, the Association's liquidity stood at 64.10%, or
$67.7 million, in excess of the minimum requirement.

     Guaranty Savings & Homestead Association, the Company's
wholly-owned subsidiary, is required to maintain regulatory
capital sufficient to meet all three of the regulatory capital
requirements, those being tangible capital (1.5%), core capital
(3.0%), and risk-based capital (8.0%).  As of December 31, 1999,
the Association's tangible and core capital amounted to $27.6
million, or 17.7% of adjusted total assets, while the

<PAGE>
Association's risk-based capital was $28.0 million, or 49.2% of
total adjusted risk-weighted assets.

Year 2000

Having thoroughly tested its systems in preparation for the
century date change, the Company was not expecting any problems as
a result of the rollover to Year 2000.  Nevertheless, the Company
had a staff member on site each day of the New Year's weekend to
test each of our mission-critical systems, and all systems passed
the tests.  On Monday, January 3, 2000, we opened our doors with
our computer systems up and running and able to meet any customer
request.  We will continue to monitor our systems throughout the
year to ensure total Year 2000 compliance.

MARKET RISK ANALYSIS - ASSET LIABILITY MANAGEMENT

Qualitative Risk Analysis.  The ability to maximize net
interest income is largely dependent upon the achievement of a
positive interest rate spread that can be sustained during
fluctuations in prevailing interest rates.  Interest rate
sensitivity is a measure of the difference between amounts of
interest-earning assets and interest-bearing liabilities which
either re-price or mature within a given period of time.  The
difference or the interest rate re-pricing "gap" provides an
indication of the extent to which an institution's interest rate
spread will be affected by changes in interest rates.  A gap is
considered positive when the amount of interest-rate sensitive
assets exceeds the amount of interest-rate sensitive liabilities,
and is considered negative when the amount of interest-rate
sensitive liabilities exceeds the amount of interest-rate
sensitive assets.  Generally, during a period of rising interest
rates, a negative gap within shorter maturities would adversely
affect net interest income, while a positive gap within shorter
maturities would result in an increase in net interest income.
During a period of falling interest rates, a negative gap with
shorter maturities would result in an increase in net interest
income while a positive gap within shorter maturities would have
the opposite effect.  As of December 31, 1999, the ratio of the
Association's cumulative one-year gap to total assets was a
negative 4.9% and its ratio of interest-earning assets to
interest-bearing liabilities maturing or re-pricing within one
year was 84.3%.

     In order to minimize the potential for adverse effects of
material and prolonged increases in interest rates on the
Association's results of operations, the Association has adopted
asset and liability management policies including an interest rate
risk policy to better enable management to match the re-pricing
and maturities of its interest-earning assets and interest-bearing

<PAGE>
liabilities.  President Scott and Controller Bartels review
monthly the re-pricing gap on an internal model specifically
designed for the assets and liabilities currently being held by
the Association.  On a quarterly basis the entire Board of
Directors receives an interest rate risk report which analyzes
changes to the net portfolio value ("NPV") and net interest
income.  The net portfolio value is the difference between the
market value of the Association's assets and the market value of
the Association's liabilities and off balance sheet commitments.
The Board reviews the internal model and a standard thrift
industry model prepared by the OTS from the Association's
quarterly Consolidated Maturity and Rate Report.

     The nature of thrifts such as Guaranty Savings & Homestead
Association lend themselves to the creation of negative gaps over
the short term since the Association is invested primarily in home
mortgage loans varying in length usually from 15 to 25 years while
its longest term interest-bearing liabilities are five-year
certificates of deposit and two 9 year balloon FHLB advances.
Therefore it is vital that the Association utilize its other
investments to offset in the short-term (12-month) horizon the
substantial negative re-pricing gap which arises from one to five
years while at the same time maximizing net interest income.  This
is why the Association places much of its ready cash in short-term
investments such as mortgage-based mutual funds through its
primary broker, Shay Financial.  These types of investments
provide the benefit of overnight availability while producing
yields approximately 50 basis points higher than overnight Federal
Funds sold.  The Association also places a high emphasis on cash
flows in its portfolio of CMO REMIC's.  The duration of the
Association's CMO REMIC's varies from two to four years.

Quantitative Risk Analysis.  Presented below, as of December 31,
1999 is an analysis of Guaranty Savings & Homestead Association's
interest rate risk as measured by changes in NPV for instantaneous
and sustained parallel shifts in the yield curve, in 100 basis
point increments, up and down 300 basis points in accordance with
OTS regulations.  As illustrated in the table, NPV is more
sensitive to and may be more negatively impacted by rising rates
than declining rates.  This occurs principally because as rates
rise, the market value of fixed-rate loans declines due to both
the rate increase and slowing prepayments.  When rates decline,
the Association does not experience a significant rise in market
value for these loans because borrowers prepay at relatively high
rates.  The value of the Association's deposits and borrowings
change in approximately the same proportion in rising or falling
rate scenarios.

<PAGE>
                                       Net Portfolio Value
                             -------------------------------------
Change (in Basis Points) in
        Interest Rates         $ Amount     $ Change      % Change
---------------------------   ----------   ----------    ---------
                                     (Dollars in Thousands)

            +300                17,666       -12,914         -42%
            +200                21,565        -9,015         -29%
            +100                25,852        -4,728         -15%
               0                30,580
            -100                36,376         5,796         +19%
            -200                42,764        12,184         +40%
            -300                49,822        19,242         +63%

     The assumptions used by management to evaluate the
vulnerability of the Association's operations to changes in
interest rates in the table above are based on assumptions
utilized in the gap table below.  Although management finds these
assumptions reasonable, the interest rate sensitivity of the
Association's assets and liabilities and the estimated effects of
changes in interest rates on the Association's net interest income
and NPV indicated in the above table could vary substantially if
different assumptions were used or actual experience differs from
such assumptions.

     The table on the following pages summarizes the anticipated
maturities or re-pricing of the Association's interest-earning
assets and interest-bearing liabilities as of December 31, 1999,
based on the information and assumptions set forth in the notes
below.

<PAGE>
<TABLE>
SENSITIVITY ANALYSIS

The following table summarizes the anticipated maturities or
re-pricing of the Association's interest-earning assets and
interest-bearing liabilities as of December 31, 1999, based on the
information and assumptions set forth in the notes below.

<CAPTION>
                                               More     More
                                               Than     Than
                                               One      Three
                             Within  Three to  Year to  Years    Over
                             Three   Twelve    Three    to Five  Five
(Dollars in Thousands)       Months  Months    Years    Years    Years   Total
<S>                         <C>     <C>      <C>       <C>      <C>     <C>
Interest-Earning Assets
  Cash and Interest-
    Earning Deposits        $1,934  $   -    $    -    $   -    $   -   $ 1,934
  U.S. Government and
    Agency Securities (4)      300     300     1,098       -     2,980    4,678
  FHLMC & FHLB Stock         5,097      -         -        -        -     5,097
  Mortgage-Based
    Mutual Funds             4,066      -         -        -        -     4,066
  Mortgage Loans (2)            17      60       827    1,517   67,696   70,117
  Mortgage-Backed
    Securities (1)              -      112       408    1,003   13,449   14,972
  Collateralized Mortgage
    Obligations (1)          6,843  20,529    26,526       -        -    53,898
  Consumer Loans               367      -         -        -        -       367
                             -----  ------    ------    -----   ------   ------
TOTAL INTEREST-EARNING
  ASSETS                    18,624  21,001    28,859    2,520   84,125  155,129

Interest Bearing Liabilities
  Passbook Savings (3)       2,017      -         -        -    18,153   20,170
  Certificates of
    Deposit (2)              8,842  21,381     8,312      420       -    38,955
  FHLB Advances (2)          3,693  11,092    17,891    4,123   17,190   53,989
                            ------  ------    ------    -----   ------   ------
TOTAL INTEREST-BEARING
 LIABILITIES               $14,552 $32,473   $26,203   $4,543  $35,343 $113,114

Excess/(Deficiency) of
Interest-Earning Assets
Over Interest-Bearing
Liabilities                  4,072 (11,472)    2,656    2,023   48,782   42,015

Cumulative Excess/
(Deficiency) of Interest-
Earning Assets Over
Interest-Bearing
Liabilities                  4,072  (7,400)   (4,744)  (6,767)  42,015

Cumulative Excess/
(Deficiency) of Interest-
Earning Assets Over
Interest-Bearing
Liabilities as a Percent
of Total Assets               2.70% -4.91%    -3.15%   -4.49%   27.90%

<PAGE>
Ratio of Interest-Earning
Assets to Interest-
Bearing Liabilities         127.98% 64.67%   110.14%   55.47%  238.02%

Ratio of Cumulative Interest-
Earning Assets to Interest-
Bearing Liabilities         127.98% 84.26%    93.52%   91.30%  137.14%

<FN>
<F1>
(1) Based on average monthly payments for 1999
<F2>
(2) Based on contractual maturities
<F3>
(3) Based on 1999 average monthly withdrawals
<F4>
(4) Includes callable securities of $1.2 million
</FN>
</TABLE>

Impact of Inflation

     The consolidated financial statements of the Company and
notes thereto, presented elsewhere herein, have been prepared in
accordance with GAAP, which require the measurement of financial
position and operating results in terms of historical dollars
without considering the change in the relative purchasing power of
money over time due to inflation.  The impact of inflation is
reflected in the increased cost of the Company's operations.
Unlike most industrial companies, nearly all the assets and
liabilities of the Company are financial.  As a result, interest
rates have a greater impact on the Company's performance than do
the effects of general levels of inflation.  Interest rates do not
necessarily move in the same direction or to the same extent as
the prices of goods and services.

<PAGE>
To The Board of Directors
GS Financial Corp. and Subsidiaries

Independent Auditor's Report

     We have audited the accompanying consolidated balance sheets
of GS FINANCIAL CORP. and its wholly-owned subsidiary, GUARANTY
SAVINGS AND HOMESTEAD ASSOCIATION as of December 31, 1999 and
1998, and the related consolidated statements of income,
comprehensive income, changes in stockholders' equity, and cash
flows for each of the three years in the period ended December 31,
1999.  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 financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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 financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of GS FINANCIAL CORP. and its wholly-owned
subsidiary, GUARANTY SAVINGS AND HOMESTEAD ASSOCIATION as of
December 31, 1999 and 1998, and the consolidated results of their
operations and their cash flows for each of the three years in the
period ended December 31, 1999, in conformity with generally
accepted accounting principles.


                           /s/LaPorte, Sehrt, Romig and Hand
                           ---------------------------------
                           A Professional Accounting Corporation

January 13, 2000
Metairie, LA.

<PAGE>
                             GS FINANCIAL CORP.
                         CONSOLIDATED BALANCE SHEETS
                           (Dollars in Thousands)

                                  ASSETS

                                                  December 31,
                                               -----------------
                                                1999       1998
                                               -----------------
CASH AND CASH EQUIVALENTS
 Cash and Amounts Due from
   Depository Institutions                  $    145    $   171
 Interest-Bearing Deposits in Other Banks      1,759        839
 Federal Funds Sold                              600        800

   Total Cash and Cash Equivalents             2,504      1,810

Securities Available-for-Sale,
  at Fair Value                               10,483     20,877
Mortgage-Backed Securities
  Available-for-Sale, at Fair Value           16,275     23,209
Collateralized Mortgage Obligations
  Available-for-Sale, at Fair Value           52,080     41,726
Loans, Net                                    70,066     63,895
Accrued Interest Receivable                      750        689
Premises and Equipment, Net                    2,646      2,620
Real Estate Held-for-Investment                  213        216
Stock in Federal Home Loan Bank, at Cost       2,866      2,327
Prepaid Income Tax                                -          69
Deferred Charges                                  49         57
Other Assets                                      50         39
                                             -------     ------
   Total Assets                             $157,982   $157,534
                                             =======     ======













The accompanying notes are an integral part of these financial
statements
<PAGE>
                LIABILITIES AND STOCKHOLDERS' EQUITY
                                                 December 31,
                                             ------------------
                                             1999          1998
                                             ------------------
LIABILITIES

Deposits                                 $  59,216      $61,105
Advance Payments by Borrowers
  for Taxes and Insurance                      767          690
FHLB Advances                               53,988       45,381
Accrued Interest - FHLB Advances               261          211
Accrued Income Tax                              32           -
Deferred Income Tax                             17        1,192
Other Liabilities                              153          446
                                            ------       ------
   Total Liabilities                       114,434      109,025

STOCKHOLDERS' EQUITY

Preferred Stock - $.01 Par Value;
  5,000,000 Shares Authorized
  - 0 -  Shares Issued and Outstanding          -            -

Common Stock - $.01 Par Value;
  20,000,000 Shares Authorized
  3,438,500 Shares Issued and Outstanding       34           34

Additional Paid-in Capital                  33,822       33,810
Unearned ESOP Shares                        (1,927)      (2,208)
Unearned RRP Trust Stock                    (1,974)      (2,193)

Treasury Stock(790,054 Shares in 1999
  and 491,054 Shares in 1998)              (11,978)      (8,324)

Retained Earnings                           26,151       25,622
Accumulated Other Comprehensive Income        (580)       1,768
                                            ------       ------
   Total Stockholders' Equity               43,548       48,509
                                           -------       ------
   Total Liabilities and
     Stockholders' Equity                $ 157,982     $157,534
                                           =======       ======








The accompanying notes are an integral part of these financial
statements
<PAGE>
                             GS FINANCIAL  CORP.
                      CONSOLIDATED STATEMENTS OF INCOME
                           (Dollars in Thousands)


                                        For The Years Ended
                                            December 31,
                               ----------------------------------
                                   1999         1998        1997
                               ----------------------------------
INTEREST INCOME
    Loans Receivable           $   5,334    $   4,912    $  4,085
    Investment Securities            972        1,499       1,724
    Mortgage-Backed Securities     1,253        1,833       1,841
    Collateralized Mortgage
      Obligations                  2,863        1,118          -
    Dividends on Federal Home
      Loan Bank Stock                139           88          47
    Other Interest Income             97          135         650
                                   -----        -----       -----
         Total Interest Income    10,658        9,585       8,347
                                   -----        -----       -----
INTEREST EXPENSE
    Deposits                       2,547        2,471       2,575
    Advances from Federal Home
      Loan Bank                    2,674        1,616         439
                                   -----        -----       -----
         Total Interest Expense    5,221        4,087       3,014
                                   -----        -----       -----
NET INTEREST INCOME BEFORE
    PROVISION FOR LOAN LOSSES      5,437        5,498       5,333

PROVISION FOR LOAN LOSSES              6           53          28
                                   -----        -----       -----
NET INTEREST INCOME AFTER
    PROVISION FOR LOAN LOSSES      5,431        5,445       5,305
                                   -----        -----       -----
NON-INTEREST INCOME
    Gain (Loss) on Sale of
      Investments                    (18)         208          53
    Other Income                      13           25          20
                                   -----        -----       -----
      Total Non-Interest Income       (5)         233          73





The accompanying notes are an integral part of these financial
statements
<PAGE>
                             GS FINANCIAL  CORP.
                CONSOLIDATED STATEMENTS OF INCOME (Continued)
                (Dollars in Thousands, except per share data)

                                        For The Years Ended
                                            December 31,
                               ----------------------------------
                                   1999         1998        1997
                               ----------------------------------

NON-INTEREST EXPENSES
 Compensation and Employee
   Benefits                        2,010        2,115       1,923
 Advertising                          69           78          33
 Office Supplies, Telephone
   and Postage                       119          126          91
 Net Occupancy Expense               293          291         308
 Legal Fees                           38           21          35
 Audit and Consulting Fees            41           86          53
 Supervisory Fees                     80           72          56
 Federal Insurance Premiums           35           35          38
 Data Processing Expense              82           77          65
 Real Estate Owned Expense - Net     (24)          (1)          8
 Ad Valorem Taxes                    450          376          -
 Other                               108          177          98
                                   -----        -----       -----
   Total Non-Interest Expenses     3,301        3,453       2,708
                                   -----        -----       -----
INCOME BEFORE INCOME TAX EXPENSE   2,125        2,225       2,670

INCOME TAX EXPENSE                   750          870       1,000
                                   -----        -----       -----
NET INCOME                       $ 1,375      $ 1,355     $ 1,670
                                   =====        =====       =====

EARNINGS PER SHARE - BASIC       $   .58      $   .49      $  .53

EARNINGS PER SHARE - DILUTED     $   .58      $   .49      $  .53










The accompanying notes are an integral part of these financial
statements.

<PAGE>
                        GS FINANCIAL  CORP.
            CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                      (Dollars in Thousands)


                                        For The Years Ended
                                            December 31,
                               ----------------------------------
                                   1999         1998        1997
                               ----------------------------------

NET INCOME                     $   1,375    $   1,355    $  1,670

OTHER COMPREHENSIVE INCOME,
  NET OF TAX
    Unrealized Holding Gains
    (Losses) Arising During
    the Period                    (2,361)         (79)        901

    Reclassification Adjustment
    for (Gains) Losses Included
    In Net Income                     13          (11)         40

 Total Other Comprehensive Income (2,348)         (90)        941

COMPREHENSIVE INCOME           $    (973)   $   1,265    $  2,611




















The accompanying notes are an integral part of these financial
statements.
<PAGE>
<TABLE>
<CAPTION>
                     GS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

For The Years Ended December 31, 1999, 1998, and 1997
(Dollars in Thousands)
                                               Unearned                Accumulated
                             Addl           ---------------              Other        Total
                   Common  Paid-in Treasury ESOP  RRP Trust   Retained Comprehensive  Stockholders'
                   Stock   Capital  Stock   Shares  Stock     Earnings   Income       Equity
<S>                  <C>   <C>     <C>      <C>   <C>         <C>      <C>            <C>

BALANCES AT
DECEMBER 31, 1996                                               23,862      917        24,779

Common Stock Issued
 in Conversion       34    33,530           (2,751)                                    30,813

Common Stock Released
 by ESOP Trust                128              235                                        363

Common Stock Acquired
 by RRP Trust                                        (2,076)                           (2,076)

Dividends Declared                                                (443)                  (443)

Net Income Year Ended
December 31, 1997                                                1,670                  1,670

Other Comprehensive
Income Net of Tax                                                           941           941

BALANCES AT         ----  -------  -----    ------   -------    ------     ----        ------
DECEMBER 31, 1997  $ 34  $ 33,658         $ (2,516) $ (2,076) $ 25,089  $ 1,858     $  56,047

Distribution of
 RRP Trust Stock               19                        217                              236

Common Stock Released
 by ESOP Trust                133              308                                        441

Common Stock Acquired
 By RRP Trust                                           (334)                            (334)

Purchase of Treasury Stock         (8,324)                                             (8,324)

Dividends Declared                                                (822)                  (822)

Net Income Year Ended
December 31, 1998                                                1,355                  1,355

Other Comprehensive
Income Net of Tax                                                            (90)         (90)

BALANCES AT         ------ ------  ------    -------    ------   ------    ------      -------
 DECEMBER 31, 1998  $ 34 $ 33,810 $(8,324) $ (2,208) $ (2,193) $ 25,622  $ 1,768    $  48,509

Distribution of
 RRP Trust Stock              (62)                        219                             157

Common Stock Released
 by ESOP Trust                 74               281                                       355

Purchase of Treasury Stock         (3,654)                                             (3,654)

Dividends Declared                                                (846)                  (846)

Net Income Year Ended
 December 31, 1999                                               1,375                  1,375

Other Comprehensive
Income Net of Tax                                                         (2,348)      (2,348)

BALANCES AT         ------ ------  ------    -------    ------   ------    ------      -------
 DECEMBER 31, 1999  $ 34 $ 33,822$(11,978) $ (1,927) $ (1,974) $ 26,151  $  (580)   $  43,548
</TABLE>
<PAGE>
                         GS FINANCIAL CORP.
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (Dollars in Thousands)

                                            For the Years Ended
                                               December 31,
                                           1999     1998     1997

CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income                            $  1,375    1,355  $ 1,670
 Adjustments to Reconcile Net Income
  to Net Cash Provided by
  Operating Activities:
   Depreciation                             114      123      135
   Discounts Accretion Net
    of Premium Amortization                 136      158       (8)
   Provision for Losses                       6       53       28
   Loss on Sale of Loans                      -        -        5
   Loss on Disposal of Fixed Assets           3        -        -
   Net Loan Fees                             (1)      (2)       -
   Dividend on ARM Fund                     (86)    (587)    (280)
   Dividend on IMF Fund                    (322)     (98)       -
   ESOP Expense                             355      521      363
   RRP Expense                              156      103       92
   (Gain) Loss on Sale of Foreclosed
     Real Estate                            (23)       -        8
   (Gain) Loss on Sale of Investments        13     (208)     (53)
   (Increase) Decrease in Prepaid
     Income Taxes                            69      (69)     398
   Deferred Income Tax                       23       60      (22)
   Changes in Operating Assets
   and Liabilities:
    (Increase) in Accrued
      Interest Receivable                   (61)    (102)     (51)
    Decrease (Increase) in
      Deferred Charges                        8      (11)     (22)
    Increase (Decrease) in
      Accrued Income Tax                     32      (93)      92
    Increase (Decrease) in
      Other Liabilities                    (293)     328      (80)
    Increase in Accrued Interest
      on FHLB Advances                       50      128       83
    Decrease in Other Assets                  3       12      166
                                            ---     -----     ---
     Net Cash Provided by
     Operating Activities                 1,557    1,671    2,524

The accompanying notes are an integral part of these financial
statements.

<PAGE>
                        GS FINANCIAL CORP.
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (Dollars in Thousands)
                            (Continued)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of CMO's                       (31,362) (51,302)      -
  Proceeds from Maturities of CMO's        19,175    9,589       -
  Purchase of Available-for-Sale
    Securities                                -         -  (12,347)
  Proceeds from Maturities of
    Available-for-Sale Securities           5,472    2,209  10,300
  Purchases of Mortgage-Backed
    Securities                                 -    (5,764)(38,440)
  Proceeds from Maturities of
    Mortgage-Backed Securities              6,226   11,790   4,310
  Proceeds from Sale of Mortgage-
    Backed Securities                          -    12,646       -
 (Purchase)/Redemption of
    ARM Mutual Fund                         1,561   11,539 (12,482)
 (Purchase)/Redemption of
    IMF Mutual Fund                         2,617   (5,169)      -
  Proceeds from Sales of Available-
    for-Sale Securities                        -        -   10,815
  Loan (Originations) - Net                (6,203) (10,358) (9,496)
  Purchases of Premises and Equipment        (142)     (28)    (92)
  Proceeds from Sales of Foreclosed
    Real Estate                                41       -        7
  Investment in Foreclosed Real Estate         (4)      -      (15)
  Purchase of Federal Home Loan Bank Stock   (400)  (1,355)   (110)
  Non-Cash Dividend - FHLB                   (139)     (88)    (46)
  Investment in Real Estate Held-
    for-Investment                             -        -     (130)
                                            -----    -----    -----
     Net Cash (Used in)
       Investing Activities                (3,158) (26,291)(47,726)

CASH FLOWS FROM FINANCING ACTIVITIES
  Net Proceeds from Sale
    of Common Stock                            -        -   33,564
  Purchase of ESOP Shares                      -        -   (2,750)
  Purchase of Treasury Stock               (3,654)  (8,324)      -
  Advances from Federal Home Loan Bank      8,607   29,224  16,157
  Payment of Cash Stock Dividends            (846)    (822)   (443)



The accompanying notes are an integral part of these financial
statements.

<PAGE>
                      GS FINANCIAL CORP.
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (Dollars in Thousands)
                            (Continued)

  Purchase of Stock for Recognition
    and Retention Plan                        -      (334)  (2,076)
  Net Increase (Decrease) in Deposits     (1,889)   4,283   (4,599)
  Net Increase (Decrease) in
    Non-Interest Bearing Deposits             77     (209)     370
                                         -------   ------   ------
    Net Cash Provided by
    Financing Activities                   2,295   23,818   40,223
                                          ------   ------   ------
NET INCREASE (DECREASE)
IN CASH AND CASH EQUIVALENTS                 694     (802)  (4,979)

CASH AND CASH EQUIVALENTS
   - Beginning of Year                     1,810    2,612    7,591
                                          ------    -----    -----
CASH AND CASH EQUIVALENTS
   - End of Year                          $2,504   $1,810   $2,612
                                           =====    =====    =====

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash Paid During the Year for:
    Interest                              $5,168   $4,095   $2,931
    Income Taxes                             622      878      727
  Loans Transferred to Foreclosed
    Real Estate During the Year               27       -        15
  Market Value Adjustment for
    Gain/(Loss) on Securities
    Available-for-Sale                      (878)   2,679    2,815











The accompanying notes are an integral part of these financial
statements.

<PAGE>
NOTE A
     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS
     GS Financial Corp. (the "Company") was organized as a
Louisiana corporation on December 24, 1996 for the purpose of
becoming the holding company of Guaranty Savings and Homestead
Association (the "Association") in anticipation of converting the
Association from a Louisiana chartered mutual savings and loan
association to a Louisiana chartered stock savings and loan
association.  Other than steps related to the reorganization
described below, the Company was essentially inactive until April
1, 1997, when it acquired the Association in a business
reorganization of entities under common control in a manner
similar to a pooling of interest.  The acquired Association became
a wholly-owned subsidiary of the Company as part of the conversion
through the exchange of 1,000 shares of common stock that consists
of 100 percent of the outstanding stock of the Association.  The
Association operates in the savings and loan industry and as such
provides financial services primarily to individuals, mainly
through the origination of loans on one to four family residences,
and the acceptance of deposits in the form of passbook savings,
certificates of deposit, and demand deposit accounts.

     The Association is subject to competition from other
financial institutions, and is also subject to the regulations of
certain Federal and State agencies and undergoes periodic
examinations by those regulatory authorities.

     The accompanying financial statements for 1997 are based on
the assumption that the companies were combined for the full year.

PRINCIPLES OF CONSOLIDATION
     The accompanying consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiary,
Guaranty Savings and Homestead Association.  In consolidation,
significant inter-company accounts, transactions, and profits have
been eliminated.

BASIS OF FINANCIAL STATEMENT PRESENTATION
     The financial statements have been prepared in conformity
with generally accepted accounting principles.  In preparing the
financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and
liabilities as of the date of the statement of financial condition
and revenues and expenses for the year.  Actual results could
differ significantly from those estimates.

<PAGE>
NOTE A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
BASIS OF FINANCIAL STATEMENT PRESENTATION (Continued)

     Material estimates that are particularly susceptible to
significant change relate to the determination of the allowance
for losses on loans and valuation of real estate acquired in
connection with foreclosures or in satisfaction of loans.
Management independently determines the allowance for losses on
loans based on an evaluation of the loan history and the condition
of the underlying properties.  In connection with the
determination of the allowances for losses on foreclosed real
estate, management obtains independent appraisals for all
properties.

     While management uses available information to recognize
losses on loans and foreclosed real estate, future additions to
the allowances 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
Association's allowances for losses on loans and foreclosed real
estate.  Such agencies may require the Association to recognize
additions to the allowances based on their judgements about
information available to them at the time of their examination.

CASH AND CASH EQUIVALENTS
     For the purposes of presentation in the consolidated
statements of cash flows, cash and cash equivalents include all
cash and amounts due from depository institutions, interest-
bearing deposits in other banks, and Federal funds sold.

INVESTMENT SECURITIES
     Marketable securities are classified as available-for-sale
and are carried at fair value.  Unrealized gains and losses on
securities available-for-sale are recognized as direct increases
or decreases in comprehensive income.  The cost of securities sold
is recognized using the specific identification method.  Premiums
and discounts are being amortized over the life of the securities
as a yield adjustment.

MORTGAGE-BACKED SECURITIES
     Mortgage-backed securities represent participating interests
in pools of first mortgage loans originated and serviced by
issuers of the securities.  During 1997, the Association
transferred securities from the held-to-maturity category to the
available-for-sale category.  Unrealized gains and losses on
mortgage-backed securities are recognized as direct increases or

<PAGE>
NOTE A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
MORTGAGE-BACKED SECURITIES (Continued)

decreases in comprehensive income.  The cost of securities sold is
recognized using the specific identification method.  Premiums and
discounts are being amortized over the life of the securities as a
yield adjustment.

COLLATERALIZED MORTGAGE OBLIGATIONS
     Collateralized Mortgage Obligations (CMO's) are multiple
class mortgage-backed securities.  An underlying pool of mortgages
held by the issuer serves as collateral for the debt obligations,
and principal and interest payments from the pool of mortgages are
used to retire the CMO's.

     Currently, the Company's investment in CMO's is limited to
first-tranche Real Estate Mortgage Investment Conduits (REMIC's).
A REMIC is a pass-through investment vehicle created under the Tax
Reform Act of 1986 to issue multiple class mortgage-backed
securities.  The multiple classes in a REMIC are known as
"tranches".  The tranches are paid principal and/or interest based
on the payment schedule outlined in the prospectus.

     Currently, the Company's investment in REMIC's is limited to
those issued by FNMA, FHLMC and "AAA" rated non-governmental
issuers.  These are defined to be within the 20% risk-weighted
category for thrift institutions.  Prior to investing, the Company
receives a prospectus that is analyzed and kept on file.

     Unrealized gains and losses on CMO's are recognized as direct
increases or decreases in comprehensive income.  The cost of
securities sold is recognized using the specific identification
method.  Premiums and discounts are being amortized over the life
of the securities as a yield adjustment.

LOANS
     Loans are stated at unpaid principal balances, less the
allowance for loan losses and net deferred loan fees.  Loan
origination and commitment fees, as well as certain direct
origination costs, are deferred and amortized as a yield
adjustment over the contractual lives of the related loans using
the interest method.

     Loans are placed on non-accrual when principal or interest is
delinquent for 90 days or more.  Any unpaid interest previously
accrued on those loans is reversed from income, and thereafter
interest is recognized only to the extent of payments received.

<PAGE>
NOTE A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
LOANS (Continued)

     A loan is considered impaired when, based on current
information and events, it is probable that a creditor will be
unable to collect all amounts due according to the contractual
terms of the loan agreement.  Interest payments on impaired loans
are typically applied to principal unless collectibility of the
principal amount is fully assured, in which case interest is
recognized on the cash basis.  Residential mortgage loans and
consumer installment loans are considered to be groups of smaller
balance homogeneous loans and are collectively evaluated for
impairment and are not subject to SFAS 114 measurement criteria.

     The allowance for loan losses is maintained at a level that,
in management's judgement, is adequate to absorb probable losses
inherent in the loan portfolio.  The amount of the allowance is
based on management's evaluation of the collectibility of the loan
portfolio, including the nature of the portfolio, credit
concentrations, trends in historical loss experience, specific
impaired loans, and economic conditions.  The allowance is
increased by a provision for loan losses, which is charged to
expense, and reduced by charge-offs, net of recoveries.  Changes
in the allowance relating to impaired loans are charged or
credited to the provision for loan losses.

PROPERTY AND EQUIPMENT
     Property and equipment are stated at cost, less accumulated
depreciation computed principally on the straight-line and
modified accelerated cost recovery methods over the estimated
useful lives of the assets which range from 5 to 10 years for
furniture and equipment, and 31 to 39 years for buildings.
Maintenance and repairs are expensed as incurred, while major
additions and improvements are capitalized.

     When these assets are retired or otherwise disposed of, the
cost and related accumulated depreciation or amortization are
removed from the accounts, and any resulting gain or loss is
reflected in income for the period.

FORECLOSED REAL ESTATE
     Foreclosed real estate includes real estate acquired in
settlement of loans.  At the time of foreclosure, foreclosed real
estate is recorded at the lower of the Association's cost or the
asset's fair value, less estimated selling costs, which becomes
the property's new basis.  After foreclosure, valuations are

<PAGE>
NOTE A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
FORECLOSED REAL ESTATE (Continued)

periodically performed by management and the real estate is
carried at the lower of cost or fair value less estimated selling
costs.  Costs incurred in maintaining foreclosed real estate are
included in income (loss) on foreclosed real estate.

REAL ESTATE HELD-FOR-INVESTMENT
     Real estate held-for-investment consists of a former branch
location of the Association and is carried at amortized costs.
Due to regulatory considerations, the Association sold this
property to the Company during 1998 at fair value.  The gain on
the sale realized by the Association is eliminated through
consolidation.

INCOME TAXES
     The Company and its wholly-owned subsidiary file a
consolidated Federal income tax return on a calendar year basis.
Each entity pays its pro rata shares of income taxes in accordance
with a written tax-sharing agreement.

     Income taxes are provided for the tax effects of the
transactions reported in the financial statements and consist of
taxes currently due plus deferred taxes related to differences
between the basis of assets and liabilities for financial and
income tax reporting.  The deferred tax assets and liabilities
represent the future tax return consequences of those differences,
which will either be taxable or deductible when the assets and
liabilities are recovered or settled.  Deferred tax assets are
reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of the
deferred tax asset will not be realized.  Deferred tax assets and
liabilities are adjusted for the effect of changes in tax laws and
rates on the date of enactment.

     The Association is exempt from Louisiana income tax.

NON-DIRECT RESPONSE ADVERTISING COSTS
     The Association expenses advertising costs as incurred.
Advertising cost were $69,000, $78,000 and $33,000 at December 31,
1999, 1998 and 1997, respectively.

RECLASSIFICATIONS
     Certain reclassifications of previously reported amounts have
been made to conform with the 1999 presentation.  Such
reclassifications had no effect on net income.

<PAGE>
NOTE A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

ACCOUNTING STANDARDS NOT YET ADOPTED
     Statement of Financial Accounting Standards No. 137 (SFAS
137), Accounting for Derivative Instruments and Hedging Activities,
an amendment extending the effective date of SFAS 133, is effective
for the quarter beginning after June 15, 2000.  This statement will
require all derivatives to be recognized at fair value as either
assets or liabilities in the consolidated balance sheets.  Changes
in the fair value of derivatives not designated as hedging
instruments are to be recognized currently in earnings.  Gains or
losses on derivatives designated as hedging instruments are either
to be recognized currently in earnings or are to be recognized as a
component of other comprehensive income, depending on the intended
use of the derivatives and the resulting designation.  The
Company's use of derivatives has been minimal, and management
anticipates no material impact on its financial position or results
of operations from the adoption of this new statement.

NOTE B
     POOLING OF INTEREST

     Details of the unaudited results of operations of the
previously separate entities for the periods prior to the
combination (January 1, 1997 - March 31, 1997) follows (in
thousands):

                                          Guaranty
                                         Savings and
                                          Homestead
                   GS Financial          Association

Operating Income     $     -          $     1,685

Net Income           $     -          $       308

     As discussed in Note A, GS Financial Corp. had essentially no
activity prior to April 1, 1997, the acquisition date.  The
Proforma data reflects certain estimated values and assumptions.
Proforma results of operations are not necessarily indicative of
the actual results of operations that would have occurred had the
pooling occurred at the beginning of the fiscal years, or of the
results that may occur in the future.

<PAGE>
NOTE C
     INVESTMENT SECURITIES

     Securities available-for-sale consist of the following (in
thousands):

December 31, 1999
                                        Gross     Gross
                        Amortized  Unrealized  Unrealized     Fair
                             Cost       Gains    Losses      Value
U. S. Government
  and Federal Agencies     $4,678      $   35      $ 30    $ 4,683
Adjustable Rate Mortgage
  Mutual Fund               1,390           -         9      1,381
Intermediate Mortgage
  Mutual Fund               2,972           -       247      2,725
FHLMC Common Stock             35       1,659         -      1,694

                           $9,075      $1,694      $286    $10,483

December 31, 1998
                                        Gross     Gross
                        Amortized  Unrealized  Unrealized     Fair
                             Cost       Gains    Losses      Value
U. S. Government
  and Federal Agencies    $10,171      $  279      $  -    $10,450
Adjustable Rate Mortgage
  Mutual Fund               2,865           -        17      2,848
Intermediate Mortgage
  Mutual Fund               5,267           -         8      5,259
FHLMC Common Stock             35       2,285         -      2,320

                          $18,338      $2,564      $ 25    $20,877
















<PAGE>
NOTE C
INVESTMENT SECURITIES (Continued)

The following is a summary of maturities of securities available-
for-sale (in thousands):

December 31,               1999                     1998
                        Securities               Securities
                    Available-for-Sale        Available-for-Sale
                  Amortized         Fair    Amortized         Fair
                       Cost        Value         Cost        Value
Amounts Maturing in:
  One Year or Less  $ 4,997     $  6,407     $  9,066     $ 11,352
  After One Year
    Thru Five Years   1,398        1,416        2,197        2,275
  After Five Years
    Thru Ten Years    2,680        2,660        7,075        7,250

                    $ 9,075     $ 10,483     $ 18,338     $ 20,877

     The Association is holding various securities in the amount
of $1,200,000 that are callable in 2000.

     During 1999, the Company realized losses of $13,387 through
the redemption of $3.1 million of its Adjustable Rate Mortgage
Fund.  During 1998, the Company realized losses of $57,565 through
the net redemption of $11.5 million of its Adjustable Rate
Mortgage Fund.  During 1997, the Association sold investment
securities available-for-sale with a book value of $10,762,000 for
$10,815,000.  This resulted in gross realized gains of $63,000,
and gross realized losses of $10,000.

     Included in other assets are two equity securities being
carried at cost of $27,000.  The fair value for these securities
approximates cost.














<PAGE>
NOTE D
     MORTGAGE-BACKED SECURITIES

     Mortgage-backed securities consist of the following (in
thousands):

December 31, 1999
                                        Gross     Gross
                        Amortized  Unrealized  Unrealized     Fair
                             Cost       Gains    Losses      Value

FNMA                      $ 5,255      $    1      $ 81    $ 5,175

FHLMC                       1,328           3        34      1,297

GNMA                       10,160           -       357      9,803

                          $16,743      $    4      $472    $16,275


December 31, 1998
                                        Gross     Gross
                        Amortized  Unrealized  Unrealized     Fair
                             Cost       Gains    Losses      Value

FNMA                      $ 7,589      $   58      $ 31    $ 7,616

FHLMC                       2,310          23         5      2,328

GNMA                       13,159         106         -     13,265

                          $23,058      $  187      $ 36    $23,209

     The amortized cost and fair value of mortgage-backed
securities at December 31, 1999 and December 31, 1998, by
contractual maturity, are shown below (in thousands).  Expected
maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations without
call or prepayment penalties.

December 31, 1999                      Amortized        Fair
                                            Cost       Value
Mortgage-Backed Securities Maturing:
  In One Year or Less                   $    112     $   113
  After One Year Thru Five Years           1,411       1,405
  After Five Years Thru Ten Years          1,403       1,339
  After Ten Years                         13,817      13,418

                                         $16,743     $16,275
<PAGE>
NOTE D
MORTGAGE-BACKED SECURITIES (Continued)

December 31, 1998                     Amortized          Fair
                                           Cost         Value
Mortgage-Backed Securities Maturing:
  In One Year or Less                  $    402       $   403
  After One Year Thru Five Years          2,276         2,315
  After Five Years Thru Ten Years         1,714         1,716
  After Ten Years                        18,666        18,775

                                        $23,058       $23,209

     During 1998, the Company sold mortgage-backed securities with
a book value of $12,387,568 for $12,646,040.  This resulted in a
realized gain of $258,471.  There were no sales of mortgage-backed
securities in 1999 or 1997.

NOTE E
     COLLATERALIZED MORTGAGE OBLIGATIONS

     Collateralized Mortgage Obligations (CMO's) consist of the
following (in thousands):

December 31, 1999
                                        Gross     Gross
                        Amortized  Unrealized  Unrealized     Fair
                             Cost       Gains    Losses      Value

FNMA                      $ 8,058      $    -    $  474    $ 7,584
FHLMC                      17,347         167       690     16,824
Other                      28,493          15       836     27,672

                          $53,898      $  182    $2,000    $52,080


December 31, 1998
                                        Gross     Gross
                        Amortized  Unrealized  Unrealized     Fair
                             Cost       Gains    Losses      Value

FNMA                      $18,987      $    -      $ 33    $18,954
FHLMC                      17,928          35         8     17,955
Other                       4,823           -         6      4,817

                          $41,738      $   35      $ 47    $41,726



<PAGE>
NOTE E
COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)

     At December 31, 1999, CMO's are classified as available-for-
sale, and are reported on the financial statements at their fair
value.  Also, all of the CMO's held as of December 31, 1999 have
maturities of greater than ten years.  There were no sales of
CMO's during 1999, 1998, or 1997.

NOTE F
     LOANS

     Loans at December 31, 1999 and 1998 are summarized as follows
(in thousands):
                                       December 31,
                                   1999             1998
Loans Secured by First
  Mortgages on Real Estate:
    1 - 4 Family Residential     $67,424          $61,562
    FHA and VA                       140              237
    Construction                     646              740
    Commercial Real Estate         1,377            1,157
    Other                            446              201

    Total Real Estate Loans       70,033           63,897

Consumer Loans
  Second Mortgage                     84              119
  Loans on Deposits                  367              337

  Total Consumer Loans               451              456

                                  70,484           64,353

Allowance for Loan Losses           (424)            (463)
Net Deferred Loan Origination
  Costs                                6                5

                                 $70,066          $63,895

     An analysis of the allowance for loan losses as follows (in
thousands):

                                Years Ended December 31,
                              1999        1998        1997

Balance, Beginning of Year    $463        $410        $382
Provision for Losses             6          53          28
Loans Charged-off               45           -           -

Balance, End of Year          $424        $463        $410

<PAGE>
NOTE F
LOANS (Continued)

     Fixed rate loans receivable as of December 31, 1999 are
scheduled to mature and adjustable rate loans are scheduled to
reprice as follows (in thousands):

                                 Under One to Six    GT
                                 One   Five   to Ten 10
                                 Year  Years  Years  Years  Total

Loans Secured by 1 - 4 Family
  Residential:
    Fixed Rate                   $75 $2,861 $9,023 $56,335 $68,294
Other Loans Secured by
  Real Estate:
    Fixed Rate                    15    323    962     523   1,823
All Other Loans                  367      -      -       -     367

                                $457 $3,184 $9,985 $56,858 $70,484

     At December 31, 1999 and 1998, the Association had loans
totaling approximately $254,000 and $310,000, respectively, for
which impairment had been recognized.  The allowance for loan
losses related to these loans totaled $64,000 and $141,000 at
December 31, 1999 and 1998, respectively.  The amount of interest
income that would have been recorded on loans in non-accrual
status at December 31, 1999, had such loans performed in
accordance with their terms, was approximately $3,000.  Such
interest foregone for the year ended December 31, 1998 was
approximately $29,000.

     In the ordinary course of business, the Association has and
expects to continue to have transactions, including borrowings,
with its officers and directors.  In the opinion of management,
such transactions were on substantially the same terms, including
interest rates and collateral, as those prevailing at the time of
comparable transactions with other persons and did not involve
more than a normal risk of collectibility or present any other
unfavorable features to the Association.

     Loans to such borrowers are summarized as follows (in
thousands):
                                          December 31,
                                       1999         1998
Balance, Beginning of Year          $   949      $ 1,059
Additions                                 -           33
Payments and Renewals                   (45)        (143)

Balance, End of Year                $   904      $   949

<PAGE>
NOTE F
LOANS (Continued)

     The Association's lending activity is concentrated within the
metropolitan New Orleans area and surrounding parishes, with its
major emphasis in the origination of permanent single-family
dwelling loans.  Such loans comprise the majority of the
Association's loan portfolio.

NOTE G
     ACCRUED INTEREST RECEIVABLE

     Accrued interest receivable at December 31, 1999 and 1998
consists of the following (in thousands):
                                              December 31,
                                           1999         1998
                                           -----------------
     Loans                              $   267      $   214
     Mortgage-Backed Securities              97          133
     Collateralized Mortgage Obligations    300          232
     Investments and Other                   86          110

          Totals                        $   750      $   689

NOTE H
     PREMISES AND EQUIPMENT

A summary of premises and equipment follows (in thousands):

                                              December 31,
                                           1999         1998

     Land                               $   781      $   781
     Buildings and Improvements           2,071        2,066
     Furniture, Fixture and Equipment       537          466

                                          3,389        3,313
     Accumulated Depreciation
       and Amortization                    (743)        (693)

                                        $ 2,646      $ 2,620

     Depreciation expense for the years ended December 31, 1999,
1998 and 1997 was approximately $112,000, $123,000 and $129,000,
respectively.




<PAGE>
NOTE I
     REAL ESTATE HELD-FOR-INVESTMENT

     Real estate held-for-investment consists of a former branch
location as summarized below (in thousands):

                                               December 31,
                                              1999      1998

     Land                                  $   200   $   200
     Building and Improvements                  17        17

                                               217       217

     Accumulated Depreciation                   (4)       (1)

                                           $   213   $   216

     Depreciation expense for each of the years ended December 31,
1999, 1998 and 1997 was $3,000, $1,000 and $6,000, respectively.

     The Company leased this property on a month-to-month basis
for $1,600 per month.  The lease was terminated in March, 1999.
Total rental income recognized was approximately $1,700, $20,000,
and $20,000 for the years ended December 31, 1999, 1998 and 1997,
respectively.

     On February 20, 1998, in response to regulatory
considerations, the Company purchased from the Association a
former branch location and adjoining property for $453,000.  The
purchase price was based on the appraised value of the property at
the time of the transaction.  This inter-company transaction
resulted in a gain to the Association of approximately $178,000,
which is eliminated for the purposes of these consolidated
financial statements.














<PAGE>
NOTE J
     DEPOSITS

Deposit account balances at December 31, 1999 and 1998 are
summarized as follows:

                                      Years Ended December 31,
                   Weighted           ------------------------
                Average Rate at       1999             1998
                 -----  -----    ------ -------    ------  -------
              12/31/99 12/31/98  Amount Percent    Amount  Percent
                 -----  -----    ------ -------    ------  -------
Balance by
 Interest Rate:
Demand Deposit
 Accounts         N/A%   N/A%  $     44   0.08%  $     -     -  %
Regular Savings
 Accounts        3.00%  3.00%    20,170  34.06     21,512  35.20
Certificates of
   Deposit       5.00%  5.17%    39,002  65.86     39,593  64.80
                                 ------  -----     ------  -----
                               $ 59,216 100.00%  $ 61,105 100.00%
                                 ====== ======     ====== ======
Certificate Accounts
 Maturing
  Under 12 months              $ 30,270  77.61%  $ 28,497  71.98%
  12 months to 24 months          7,226  18.53      8,342  21.07
  24 months to 36 months          1,086   2.78      2,458   6.20
  36 months to 48 months            167   0.43         99   0.25
  48 months to 60 months            253   0.65        197   0.50
                                 ------  -----     ------  -----
                               $ 39,002 100.00%  $ 39,593 100.00%
                                 ====== ======     ====== ======

     The aggregate amount of deposits with a minimum balance of
$100,000 was approximately $1,497,000 and $2,434,000 at December
31, 1999 and 1998, respectively.

     Interest expense for each of the following periods is as
follows (in thousands):

                                   Years Ended December 31,
                               1999          1998        1997

     Certificates           $ 1,926       $ 1,790     $ 1,721
     Passbook Savings           621           681         854

                            $ 2,547       $ 2,471     $ 2,575

     The Association held deposits of approximately $575,000 and
$640,000 for officers and directors at December 31, 1999 and 1998,
respectively.

<PAGE>
NOTE K
     ADVANCES FROM FEDERAL HOME LOAN BANK

     Pursuant to collateral agreements with the Federal Home Loan
Bank (FHLB), advances are secured by a blanket floating lien on
first mortgage loans.  Total interest expense recognized in 1999,
1998 and 1997, respectively, was $2,674,000, $1,616,000 and
$439,000.

     Advances at December 31, 1999 consisted of the following (in
thousands):

          Contract Rate         Advance Total

          4.00% to 4.99%            $   4,262
          5.00% to 5.99%               29,942
          6.00% to 6.99%               19,784

                                    $  53,988

     Maturities of Advances at December 31, 1999 for each of the
next five years are as follows (in thousands):

          Year Ending December 31,          Amount

                  2000                  $   14,784
                  2001                      11,085
                  2002                      12,438
                  2003                       3,746
                  Thereafter                11,935

                                        $   53,988

NOTE L
     INCOME TAX EXPENSE

The provision for income taxes for 1999, 1998 and 1997 consists of
the following (in thousands):

                                Years Ended December 31,
                                     1999      1998      1997

          Current Tax Expense     $   718   $   808   $   978
          Deferred Tax Expense         32        62        22

                                  $   750   $   870   $ 1,000



<PAGE>
NOTE L
INCOME TAX EXPENSE (Continued)

     The provision for Federal income taxes differs from that
computed by applying Federal statutory rates to income (loss)
before Federal income tax expense, as indicated in the following
analysis (in thousands):
                                         Years Ended December 31,
                                          1999    1998     1997

  Expected Tax Provision at a 34% Rate  $  722  $  735  $   908
  Expected State Corporate Tax               8      28       41
  Effect of Tax Exempt Income               (5)     (3)      (3)
  Effect of Net Loan and R/E/O Losses
    Charged Directly to Tax
    Bad Debt Reserve                         -       -       38
  Employee Stock Ownership Plan             25      73       44
  Other                                      -      37      (28)

                                        $  750  $  870  $ 1,000

     Deferred tax liabilities have been provided for the temporary
differences related to unrealized gains on available-for-sale
securities, deferred loan costs, depreciation, and non-cash
Federal Home Loan Bank dividends.  Deferred tax assets have been
provided for the temporary differences related to the Company's
Recognition and Retention Plan and Employee Stock Ownership Plan,
unrealized losses on available-for-sale securities, the allowance
for loan losses, reserves for uncollected interest and late
charges, deferred loan fees, and the allowance for losses on
foreclosed real estate.  The net deferred tax assets or
liabilities in the accompanying statements of financial condition
include the following components (in thousands):
















<PAGE>
NOTE L
INCOME TAX EXPENSE (Continued)

                                        Years Ended December 31,
                                              1999     1998
     Deferred Tax Assets
          Recognition and Retention Plan    $   13    $   13
          Employee Stock Ownership Plan         65        44
          Market Value Adjustment to
            Available-for-Sale Securities      299         -
          Other                                  4        14

     Total Deferred Tax Assets                 381        71

     Deferred Tax Liabilities
          FHLB Stock Dividends                 154       107
          Market Value Adjustment to
            Available-for-Sale Securities        -       911
          Allowance for Loan Losses            191       229
          Other                                 53        16
     Total Deferred Tax Liabilities            398     1,263

Deferred Tax Liabilities -
Net of Deferred Tax Assets                  $   17   $ 1,192


     Included in retained earnings at December 31, 1999 and 1998
is approximately $3,800,000 in bad debt reserves for which no
deferred Federal income tax liability has been recorded.  These
amounts represent allocations of income to bad debt deductions for
tax purposes only.  Reduction of these reserves for purposes other
than tax bad-debt losses or adjustments arising from carry-back of
net operating losses would create income for tax purposes, which
would be subject to the then-current corporate income tax rate.
The unrecorded deferred liability on these amounts was
approximately $1,292,000 for December 31, 1999 and 1998,
respectively.

NOTE M
     EMPLOYEE STOCK OWNERSHIP PLAN

     During 1997, GS Financial Corp. instituted an employee stock
ownership plan (the "ESOP") that covers all employees of Guaranty
Savings and Homestead Association who have completed one year of
service and have attained the age of 21.  The ESOP purchased the
statutory limit of eight percent of the shares offered in the
initial public offering of the Company (275,080 shares).  This
purchase was facilitated by a loan from the Company to the ESOP in
the amount of $2,750,800.  The loan is secured by a pledge of the
ESOP shares.  The shares pledged as collateral are reported as

<PAGE>
NOTE M
EMPLOYEE STOCK OWNERSHIP PLAN (Continued)

unearned ESOP shares in the statements of financial condition.
The corresponding note is to be paid back in 40 equal quarterly
payments of $103,000 on the last business day of each quarter,
beginning June 30, 1997 at the rate of 8.5%.  The note payable and
the corresponding note receivable have been eliminated for
consolidation purposes.

     The Association may contribute to the plan, in the form of
debt service, at the discretion of its board of directors.
Dividends received on ESOP shares are either utilized to service
the debt or credited to participant accounts at the discretion of
the trustees of the Plan.  Shares are released for allocation to
plan participants based on principal and interest payments of the
note.  Compensation expense is recognized based on the number of
shares allocated to plan participants and the average market price
of the stock for the current year.  Released ESOP shares become
outstanding for earnings per share computations.

     As compensation expense is incurred, the Unearned ESOP Shares
account is reduced based on the original cost of the stock.  The
difference between the cost and average market price of shares
released for allocation is applied to Additional Paid-in Capital.
ESOP compensation expense was approximately $355,000, $521,000 and
$363,000 for the years ended December 31, 1999, 1998 and 1997
respectively.

The ESOP shares as of December 31, 1999 and 1998 were as follows:

                                           December 31,
                                          1999          1998

   Allocated Shares                     52,268        53,367
   Shares Released for Allocation       28,132             -
   Unreleased Shares                   192,715       220,847

   Total ESOP Shares                   273,115       274,214

   Fair Value of Unreleased Shares
      (in thousands)                  $  2,361      $  2,871

     Total ESOP shares decreased in 1999 and 1998 due to the
liquidation of shares for employees who terminated their
employment in 1999 and 1998.



<PAGE>
NOTE N
     RECOGNITION AND RETENTION PLAN

     On October 15, 1997, the Company established a Recognition
and Retention Plan (the "Plan") as an incentive to retain
personnel of experience and ability in key positions.  The Company
approved a total of 137,540 shares of stock to be acquired for the
Plan, of which 125,028 shares have been allocated for distribution
to key employees and directors.  As shares are acquired for the
plan, the purchase price of these shares is recorded as unearned
compensation, a contra equity account.  As the shares are
distributed, the contra equity account is reduced.

     During 1998, by unanimous approval of the Plan participants,
the Plan was amended as a direct effort to reduce the Company's
expenses resulting from the Plan.  Prior to the amendment to the
Plan, Plan share awards were earned by recipients at a rate of 20%
of the aggregate number of shares covered by the Plan over five
years.  The amended Plan stipulates that Plan share awards are
earned by recipients at a rate of 10% of the aggregate number of
shares covered by the plan over ten years.  If the employment of
an employee or service as a non-employee director is terminated
prior to the tenth anniversary of the date of grant of Plan share
award for any reason (except for death, disability or retirement),
the recipient shall forfeit the right to any shares subject to the
award which have not been earned.

     The total cost associated with the Plan is based on a per
share value of $12.50, the market price of the Company's stock as
of the date on which the Plan was amended.  This cost is being
amortized over ten years.  Compensation expense pertaining to the
Recognition and Retention plan was $156,000, $103,000, and $91,000
for the years ended December 31, 1999, 1998, and 1997,
respectively.

A summary of the changes in restricted stock follows:

                              Unawarded Shares   Awarded Shares
Balance at January 1, 1998              (5,028)         125,028

Purchased by Plan                       17,500                -
Granted                                      -                -
Forfeited                                    -                -
Earned and Issued                            -          (12,499)

Balance at December 31, 1998            12,472          112,529

Purchased by Plan                            -                -
Granted                                      -                -
Forfeited                                    -                -
Earned and Issued                            -          (12,501)

Balance at December 31, 1999            12,472          100,028

<PAGE>
NOTE O
     STOCK OPTION PLAN

     In 1997, the Company adopted a stock option plan for the
benefit of directors, officers, and other key employees.  The
number of shares of common stock reserved for issuance under the
stock option plan was equal to 343,850 shares, or ten percent, of
the total number of shares of common stock sold in the Company's
initial public offering of its common stock.  The option exercise
price cannot be less than the fair value of the underlying common
stock as of the date of the option grant and the maximum option
term cannot exceed ten years.

     The stock option plan also permits the granting of Stock
Appreciation Rights ("SAR's").  SAR's entitle the holder to
receive, in the form of cash or stock, the increase in the fair
value of Company stock from the date of grant to the date of
exercise.  No SAR's have been issued under the plan.

     The following table summarizes the activity related to stock
options:

                             Exercise     Available       Options
                             Price        for Grant   Outstanding

     At Inception              $17.18       343,850             -
     Granted                               (275,076)      275,076
     Canceled                                     -             -
     Exercised                                    -             -

     At December 31, 1999                    68,774       275,076

     In October 1995, the FASB issued SFAS No. 123, "Accounting
for Stock-Based Compensation."  SFAS No. 123 requires the
disclosure of the compensation cost for stock-based incentives
granted after January 31, 1995 based on the fair value at grant
date for awards.  Applying SFAS 123 would result in pro forma net
income and earnings per share amounts as follows:

                                       1999

     Net Income (In thousands)
          As Reported                $1,375
          Pro forma                  $1,056

                                      Basic       Diluted
     Earnings per Share
          As Reported               $   .58       $   .58
          Pro forma                     .44           .44

<PAGE>
NOTE O
STOCK OPTION PLAN (Continued)

     The fair value of each option is estimated on the date of
grant using an option-pricing model with the following weighted-
average assumptions used for 1999 cumulative options earned and
outstanding.  Dividend yields of 3.40 percent; expected volatility
of 25.3 percent; risk-free interest rate of 5.00 percent; and
expected lives of 10 years for all options.

NOTE P
     COMPREHENSIVE INCOME

     Comprehensive income was comprised of changes in the
Company's unrealized holding gains or losses on securities
available-for-sale during 1999, 1998, and 1997.  The following
represents the tax effects associated with the components of
comprehensive income.

                                          Years Ended December 31,
                                          1999      1998     1997

Gross Unrealized Holding Gains (Losses)
  Arising During the Period            $(3,577) $   (120) $ 1,365
Tax (Expense) Benefit                    1,216        41     (464)

                                        (2,361)      (79)     901

Reclassification Adjustment for Gains
  (Losses) Included in Net Income           20       (17)      61
Tax (Expense) Benefit                       (7)        6      (21)

                                            13       (11)      40

Net Unrealized Holding Gains (Losses)
Arising During the Period              $(2,348) $    (90) $   941

NOTE Q
     FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991
     (FDICIA) AND FINANCIAL INSTITUTIONS REFORM, RECOVERY AND
     ENFORCEMENT ACT OF 1989 (FIRREA)

     FDICIA was signed into law on December 19, 1991.  Regulations
implementing the prompt corrective action provisions of FDICIA
became effective on December 19, 1992.  In addition to the prompt
corrective action requirements, FDICIA includes significant
changes to the legal and regulatory environment for insured
depository institutions, including reductions in insurance
coverage for certain kinds of deposits, increased supervision by
the Federal regulatory agencies, increased reporting requirements

<PAGE>
NOTE Q
FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991
(FDICIA) AND FINANCIAL INSTITUTIONS REFORM, RECOVERY AND
ENFORCEMENT ACT OF 1989 (FIRREA) (Continued)

for insured institutions, and new regulations concerning internal
controls, accounting and operations.

     FIRREA was signed into law on August 9, 1989.  Regulations
for savings institutions' minimum capital requirements went into
effect on December 7, 1989.  In addition to its capital
requirements, FIRREA includes provisions for changes in the
Federal regulatory structure for institutions, including a new
deposit insurance system, increased deposit insurance premiums,
and restricted investment activities with respect to noninvestment
grade corporate debt and certain other investments.  FIRREA also
increases the required ratio of housing-related assets in order to
qualify as a savings institution.

     The regulations require institutions to have a minimum
regulatory tangible capital equal to 1.5% of adjusted total
assets, a minimum 3% core/leverage capital ratio, a minimum 4%
tier 1 risk-based ratio, and a minimum 8% total risk-based capital
ratio to be considered "adequately capitalized."  An institution
is deemed to be "critically undercapitalized" if it has a tangible
equity ratio of 2% or less.  The ability to include qualifying
supervisory goodwill for purposes of the core/leverage capital and
tangible capital was phased out by July 1, 1995.

     The following table sets out the Association's various
regulatory capital categories at December 31, 1999 and December
31, 1998.

                                 1999              1998
                           Dollars Percentage Dollars Percentage
                          (Thousands)        (Thousands)

Tangible Capital            $27,570  17.68%   $39,843  26.93%
Tangible Equity             $27,570  17.68%   $39,843  26.93%
Core/Leverage Capital       $27,570  17.68%   $39,843  26.93%
Tier 1 Risk-Based Capital   $27,570  48.40%   $39,843  72.02%
Total Risk-Based Capital    $27,994  49.15%   $40,164  72.60%


     As of December 31, 1999, the most recent notification from
the FDIC categorized the Association as "well capitalized" under
the regulatory framework for prompt corrective action.  To be
"well capitalized", the Association must maintain minimum leverage
capital ratios and minimum amounts of capital to "risk-weighted"
assets, as defined by banking regulators.

<PAGE>
NOTE R
     REGULATORY CAPITAL

     The following is a reconciliation of generally accepted
accounting principles (GAAP) net income and capital to regulatory
capital for the Association.  The following reconciliation also
compares the capital requirements as computed to the minimum
capital requirements for the Association.

1999

                       Net Income for the         Capital as
                               Year Ended    of December 31,
                        December 31, 1999               1999
(In Thousands)
Per GAAP                           $1,244            $27,007

Total Assets                                        $155,057

Capital Ratio                                          17.42%

                                       Core/     Tier 1      Total
                  Tangible Tangible Leverage Risk-Based Risk-Based
                   Capital   Equity   Equity    Capital    Capital

Per GAAP           $27,007  $27,007  $27,007    $27,007    $27,007
Assets Required
 to be Added:
  Unrealized Loss
  on Securities
  Available-for-Sale   563      563      563        563        563
General Valuation
Allowance                -        -        -          -        424

Regulatory Capital
Measure           $ 27,570 $ 27,570 $ 27,570   $ 27,570   $ 27,994

Adjusted Total
 Assets           $155,911 $155,911 $155,911

Risk-Weighted
 Assets                                        $ 56,958   $ 56,958

Capital Ratio        17.68%   17.68%   17.68%     48.40%    49.15%

Required Ratio        1.50%    2.00%    3.00%      4.00%     8.00%

Required Capital   $ 2,339           $ 4,677              $ 4,557

Excess Capital     $25,231           $22,893              $23,437

<PAGE>
NOTE R
REGULATORY CAPITAL (Continued)

1998

                       Net Income for the         Capital as
                               Year Ended    of December 31,
                        December 31, 1998               1998
(In Thousands)
Per GAAP                           $1,161            $41,598

Total Assets                                        $150,615

Capital Ratio                                          27.62%

                                       Core/     Tier 1      Total
                  Tangible Tangible Leverage Risk-Based Risk-Based
                   Capital   Equity   Equity    Capital    Capital

Per GAAP           $41,598  $41,598  $41,598    $41,598    $41,598
Assets Required
 to be Deducted:
  Unrealized Gain
  on Securities
  Available-for-Sale(1,755)  (1,755)  (1,755)    (1,755)   (1,755)
General Valuation
Allowance                -        -        -          -        321

Regulatory Capital
Measure           $ 39,843 $ 39,843 $ 39,843   $ 39,843   $ 40,164

Adjusted Total
 Assets           $147,955 $147,955 $147,955

Risk-Weighted
 Assets                                        $ 55,320   $ 55,320

Capital Ratio        26.93%   26.93%   26.93%     72.02%    72.60%

Required Ratio        1.50%    2.00%    3.00%      4.00%     8.00%

Required Capital   $ 2,219           $ 4,439              $ 4,425

Excess Capital     $37,624           $35,404              $35,739





<PAGE>
NOTE S
     COMMITMENTS AND CONTINGENCIES

     In the normal course of business, the Association has various
outstanding commitments and contingent liabilities that are not
reflected in the accompanying financial statements.

     The principal commitments of the Association consists of
outstanding mortgage and construction loan commitments.  As of
December 31, 1999 and 1998, outstanding loan commitments were
approximately $2,301,000 and $1,642,000, respectively.  These
commitments, normally extended for thirty days, are for first
mortgage or construction loans at a fixed rate ranging from 6.75%
to 9.00%.

     The chief executive officer and the executive vice-president
of the Association serve under employment contracts that were
approved by the Board of Directors on February 13, 1997.  The
contracts expire February 13, 2002.  The contracts were amended
effective February 11, 1999, to increase the base salaries.  The
agreements cover compensation and termination.

NOTE T
     FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

     The Association is a party to financial instruments with off-
balance sheet risk in the normal course of business to meet the
financing needs of its customers.  These financial instruments
consist of commitments to extend credit.  These instruments
involve, to varying degrees, elements of credit and interest rate
risk in excess of the amounts recognized in the statements of
financial condition.

     The Association's exposure to credit loss in the event of
nonperformance by the other party to these financial instruments
for commitments to extend credit is represented by the contractual
notional amount of those instruments (see Note S).  The
Association uses the same credit policies making commitments as it
does for on-balance sheet instruments.

     Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract.  Commitments generally have fixed
expiration dates or other termination clauses and may require
payment of a fee.  Since many of the commitments are expected to
expire without being drawn upon, the total commitment amount does
not necessarily represent future cash requirements.  The
Association evaluates each customer's creditworthiness on a case-
by-case basis.  The amount and type of collateral obtained varies

<PAGE>
NOTE T
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK (Continued)

and is based on management's credit evaluation of the
counterparty.

NOTE U
     CONCENTRATION OF CREDIT RISK

     The Association's lending activity is concentrated within the
southeastern part of Louisiana.  In accordance with industry
practices, the Association has deposits in other financial
institutions for more than the insured limit.  These deposits in
other institutions do not represent more than the normal industry
credit risk.

NOTE V
     DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

     The following methods and assumptions were used to estimate
the fair value of each class of financial instruments for which it
is practicable to estimate the value:

     The carrying amount of cash and short-term investments
approximate the fair value.

     For investment securities, mortgage-backed securities, and
collateralized mortgage obligations, fair value is based on quoted
market prices.

     For mortgage loan receivables the fair values are based on
discounted cash flows using current rates at which similar loans
with similar maturities would be made to borrowers with similar
credit risk.

     The fair value of savings deposits is calculated using average
rates in the market place at the date of the financial statements.

     For certificates of deposit, fair value is estimated based on
current rates for deposits of similar remaining maturities.

     The fair value of loan commitments is estimated using fees that
would be charged to enter similar agreements, taking into account
(1) the remaining terms of the agreement, (2) the creditworthiness
of the borrowers, and (3) for fixed rate commitments, the difference
between current interest rates and committed rates.



<PAGE>
NOTE V
DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

     Estimated fair values of the financial instruments are as
follows (in thousands):

                           December 31, 1999     December 31, 1998

                           Carrying     Fair     Carrying      Fair
                             Amount    Value       Amount     Value
Financial Assets

Cash and Short-Term
  Investment Securities    $  2,504 $  2,504     $  1,810  $  1,810
Investment Securities        10,483   10,483       20,877    20,877
Mortgage-Backed Securities   16,275   16,275       23,209    23,209
Collateral Mortgage
  Obligations                52,080   52,080       41,726    41,726
Loans (Net of Loan
  Allowance)                 70,066   68,284       63,895    68,270

Financial Liabilities

Deposits                   $ 59,216 $ 58,315     $ 61,105 $ 56,045
Advances from Federal
  Home Loan Bank             53,988   51,809       45,381   45,018

Unrecognized Financial
  Instruments

Commitments to Extend
  Credit                   $  1,380 $  1,379     $  1,278 $  1,350
Unfunded Construction Loan
  Commitments                   921      926          364      380

NOTE W
     CONVERSION FROM A MUTUAL TO A STOCK ASSOCIATION

     On April 1, 1997, Guaranty Savings and Homestead Association
converted from a Louisiana-chartered mutual savings and loan
association to a Louisiana-chartered stock savings and loan
association.  The Company issued and sold 3,438,500 shares of stock
at $10 per share.  The Company's ESOP purchased 275,080 shares,
financed by a loan from the Company.  The net proceeds from the
sale of this stock was $33,564,000.  The cost associated with the
stock conversion was approximately $821,000.  Approximately
$15,407,000 was invested by the Company in the Association in
exchange for 1,000 shares of stock issued by the Association as
part of the conversion.

NOTE W
CONVERSION FROM A MUTUAL TO A STOCK ASSOCIATION (Continued)

     In accordance with regulations, at the time that the
Association converted from a mutual association to a stock savings
association, the Association established a liquidation account in
the amount of approximately $24,500,000.  The liquidation accounts
will be maintained for the benefit of eligible account holders and
supplemental eligible account holders who continue to maintain
their accounts at Association after the Conversion.  The
liquidation accounts will be reduced annually to the extent that
eligible account holders and supplemental eligible account holders
have reduced their qualifying deposits.  Subsequent increase will
not restore an eligible account holder's and supplemental eligible
account holder's interest in the liquidation account.  In the event
of a complete liquidation of the Association, each eligible account
holder and supplemental eligible account holder will be entitled to
receive a distribution from the liquidation account in an amount
proportionate to the current adjusted qualifying balances for the
accounts then held.  The Association may not pay a dividend on
their common stock if the dividend would bring regulatory capital
below the balance of the liquidation account.

NOTE X
     SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
     The following sets forth condensed results of operations for
1999 and 1998 (dollar amounts in thousands, except per share
data):
                            First    Second     Third    Fourth
1999                       Quarter   Quarter   Quarter   Quarter
                           ------------------------------------
Interest Income           $ 2,590   $ 2,508   $ 2,710   $ 2,850
Interest Expense            1,237     1,212     1,363     1,409
                            -----     -----     -----     -----
  Net Interest Income       1,353     1,296     1,347     1,441
Provision for Loan Losses      -         -         -          6
Other Income                   (3)       (8)        5         1
Other Expense                 802       818       802       879
Income Tax Expense            200       161       130       259
                            -----     -----     -----     -----
  Net Income              $   348   $   309   $   420   $   298
                            =====     =====     =====     =====
Net Income per
Common Share (1)
  Basic                   $   .13   $   .13   $   .18   $   .13
  Dilluted                $   .13   $   .13   $   .18   $   .13
Dividends Per Share       $   .07   $   .09   $   .09   $   .09

(1) Quarterly per share amounts do not add to total for the year
ended due to rounding.

<PAGE>
NOTE X
SELECTED QUARTERLY FINANCIAL DATA (Unaudited) (Continued)

                            First    Second     Third    Fourth
1998                       Quarter   Quarter   Quarter   Quarter
                           ------------------------------------
Interest Income           $ 2,303   $ 2,284   $ 2,465   $ 2,532
Interest Expense              835       939     1,082     1,231
                            -----     -----     -----     -----
  Net Interest Income       1,468     1,345     1,383     1,301
Provision for Loan Losses      19        35        -         -
Other Income                  264        (4)      (28)        2
Other Expense                 928     1,030       720       775
Income Tax Expense            286        99       219       265
                            -----     -----     -----     -----
  Net Income              $   499   $   177   $   416   $   263
                            =====     =====     =====     =====
Net Income per
Common Share (1)
  Basic                   $   .16   $   .06   $   .16   $   .10
  Dilluted                $   .16   $   .06   $   .16   $   .10
Dividends Per Share       $   .07   $   .07   $   .07   $   .07

(1) Quarterly per share amounts do not add to total for the year
ended due to rounding.

NOTE Y
     EARNINGS PER COMMON SHARE

     Earnings per share are computed using the weighted average
number of shares outstanding, which was 2,383,168 in 1999,
2,793,247 in 1998, and 3,112,153 in 1997.

     In February 1997, the FASB issued Statement No. 128, Earnings
Per Share, effective for financial statements issued for periods
ending after December 31, 1997.  This statement establishes
standards for computing and presenting earnings per share.  It
replaces the presentation of primary earnings per share with a
presentation of basic earnings per share.  Adoption of this
statement had no impact on the Company's computation of earnings
per share.








<PAGE>
NOTE Z
     CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY

                       GS FINANCIAL CORP.
                   CONDENSED FINANCIAL CONDITION
                       December 31, 1999
                     (Dollars in Thousands)

                              ASSETS

  Cash and Cash Equivalents                           $    570
  Investments - Available-for-Sale at Fair Value           309
  Mortgage-Backed-Securities - Available-for-Sale
    at Fair Value                                        1,772
  Investment in Subsidiary                              27,007
  Loans Receivable                                       2,193
  Dividend Receivable from Subsidiary                   11,370
  Deferred Tax Asset                                         5
  Other Assets                                             501
                                                        ------
                                                      $ 43,727
                                                        ======

                 LIABILITIES AND STOCKHOLDERS' EQUITY

  Accrued Income Tax                                  $      1
  Stockholders' Equity                                  43,726
                                                        ------
                                                      $ 43,727
                                                        ======



















<PAGE>
NOTE Z
CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY -
  (Continued)

                       GS FINANCIAL CORP.
                     STATEMENT OF OPERATIONS
               For the Year Ended December 31, 1999
                     (Dollars in Thousands)

INTEREST INCOME
  Mortgage-Backed Securities                           $   147
  Dividend from Subsidiary                                 250
  Loans                                                    192
  Investment Securities                                     63
  Other Interest Income                                     27
                                                           ---
          Total Interest Income                            679
                                                           ---
NON-INTEREST INCOME
  Undistributed Earnings of Subsidiary                     994
  Income from Real Estate Held-For-Investment                2
                                                           ---
          Total Non-Interest Income                        996
                                                           ---

NON-INTEREST EXPENSES
  General and Administrative                                68
  Intercompany Personnel Expense                           110
  Taxes                                                     34
  Loss on Sale of Investments                               13
                                                           ---
          Total Non-Interest Expenses                      225
                                                         -----
INCOME BEFORE INCOME TAX                                 1,450

PROVISION FOR INCOME TAX                                    75
                                                         -----
NET INCOME                                             $ 1,375
                                                         =====










<PAGE>
NOTE Z
CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY -
  (Continued)

                      GS FINANCIAL CORP.
                    STATEMENT OF CASH FLOWS
             For The Year Ended December 31, 1999
                    (Dollars in Thousands)

OPERATING ACTIVITIES
 Net Income                                            $   1,375
 Adjustments to Reconcile Net Income to Net Cash
  Provided by Operating Activities
   Depreciation Expense                                        4
   Loss on Sale of Investments                                13
   Equity in Undistributed Income of Subsidiary             (994)
   Amortization of Investment Premium                         13
   Dividend on IMF Fund                                      (23)
   Dividend on ARM Fund                                      (40)
   Decrease in Accrued Interest Receivable                     4
   Decrease in Tax Receivable                                 15
   Decrease in Deferred Charges                                2
   Decrease in Accrued Income Tax                            (91)
                                                           -----
    Net Cash Provided by Operating Activities                278

INVESTING ACTIVITIES
 Redemption of IMF Mutual Fund                               536
 Redemption of ARM Mutual Fund                             2,809
 Principal Paydowns Note Receivable
  GS Financial ESOP                                          215
 Principal Paydowns on Mortgage-Backed Securities
  - Available-for-Sale                                       607
                                                          ------
    Net Cash Provided by Investing Activities              4,167

FINANCING ACTIVITIES
 Purchase of Treasury Stock                               (3,654)
 Payment of Dividends                                       (846)
                                                          -------
    Net Cash Used in Financing Activities                 (4,500)

NET DECREASE IN CASH AND CASH EQUIVALENTS                    (55)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                625

CASH AND CASH EQUIVALENTS - END OF YEAR                  $   570
                                                           =====

<PAGE>
                        BOARD OF DIRECTORS


Donald C. Scott
     Mr. Scott (Age 48) has served as President and Chief
Executive Officer of the Company since February 1997 and President
of the Association since March 1985; prior thereto, he served in
various management and other positions at the Association.  He has
been a director since 1982.

Kenneth B. Caldcleugh
     Mr. Caldcleugh (Age 50) is the President and Owner of The
Cellars of River Ridge, a fine wine and spirit retail outlet in
Louisiana.  Prior thereto, Mr. Caldcleugh was the Vice President
and Regional Manager of Glazer Companies of Louisiana (formerly
Glazer Wholesale Spirit & Wine Distributors), from 1973 to 1996.
He has been a director since 1996.

Stephen L. Cory
     Mr. Cory (Age 50) is an insurance agent and President of the
Cory, Tucker & Larrowe Agency in Metairie, Louisiana.  He has been
a director since 1995.

Bradford A. Glazer
     Mr. Glazer (Age 44) is President of Glazer Enterprises, Inc.,
Cincinnati, Ohio, an independent freight agency for Landstar
Ligon.  Formerly, Mr. Glazer was Senior Vice President of Espy &
Straus, Inc., Cincinnati, Ohio.  Prior thereto, Mr. Glazer was the
Chairman of Glazer Steel Corporation, in New Orleans, Louisiana
(and Knoxville, Tennessee).  He has been a director since 1991.

J. Scott Key
     Mr. Key (Age 47) is the President and Chief Operating Officer
of Kencoil, Inc. (previously D & S Industries), an electric motor
coil manufacturer and its subsidiary Scott Armature, a provider of
sales and services of electrical apparatus, in Belle Chasse,
Louisiana.  He has been a director since 1991.

Victor Kirschman
     Mr. Kirschman (Age 76) is the Chairman of M. Kirschman &
Co.,Inc., retail furniture business with its main office in New
Orleans, Louisiana.  He has been a director since 1977.

Mannie D. Paine, Jr.
     Dr. Paine (Age 83) is a retired physician.  Dr. Paine has
provided consulting services for various companies.  He is a
former Medical Director for Blue Cross of Louisiana, Medicaid and
Pan American Insurance Company.  He has been a director since
1976.

<PAGE>
Bruce A. Scott
     Mr. Scott (Age 47) is an attorney and has served as Executive
Vice President of the Company since February 1997 and Executive
Vice President of the Association since 1985.  Mr. Scott also
serves as legal counsel and Personnel Manager of the Association,
and performs certain legal services for the Association and its
borrowers in connection with real estate loan closings and
receives fees from the borrowers in connection therewith.  He has
been a director since 1982.

Albert J. Zahn,Jr.
     Mr. Zahn (Age 48) is a certified public accountant and
partner in the firm of Zahn and Kenney in Metairie, Louisiana.  He
has been a director since 1992.


            EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Lettie R. Moll
     Ms. Moll has served as Vice President and Secretary of the
Company since 1997 and Vice President and Secretary of the
Association since March 1987 and March 1982, respectively.

Ralph E. Weber
     Mr. Weber has primary responsibility for the Association's
data processing requirements and has served as Vice President of
the Company and the Association since February 1997 and March
1997, respectively.



59