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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q

(Mark One)x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004.

OR

oTRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO ____________

COMMISSION
FILE NUMBER:  000-24235

GUARANTY BANCSHARES, INC.(Exact name of registrant as specified in its charter)

|TEXAS                                                              |  | 75-16516431                           
|------------------------------------------------------------------ |  | --------------------------------------
|(State or other
  jurisdiction of
  incorporation or organization) |  | (I.R.S. Employer
  Identification No.)

100
W. ARKANSAS
MT. PLEASANT, TEXAS  75455(Address of principal executive offices, including zip code)

903-572-9881(Registrants telephone number, including area code)

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.xYes          o
No

Indicate by check mark
whether the registrant is an accelerated filer (as defined in rule 126-2 of the
Exchange Act).o
Yes          xNo

As of May 12, 2004, there
were 2,921,928 shares of the registrants Common Stock, par value $1.00 per
share, outstanding.

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GUARANTY
BANCSHARES, INC.
INDEX TO FORM 10-Q

|                               | Page                                                                            
|------------------------------ | --------------------------------------------------------------------------------
|PART I - FINANCIAL INFORMATION |                                                                                 
|                               |                                                                                 
|                               | Item 1.                                                                         
|                               | Unaudited Consolidated Balance
  Sheets                                         
|                               | Unaudited Consolidated Statements of
  Earnings                                 
|                               | Unaudited Condensed Consolidated
  Statements of Changes in Shareholders Equity
|                               | Unaudited Condensed Consolidated
  Statements of Cash Flows                     
|                               | Unaudited Consolidated Statements of
  Comprehensive Income                     
|                               | Notes to Interim Consolidated
  Financial Statements                            
|                               | Item 2.                                                                         
|                               | Item 3.                                                                         
|                               | Item 4.                                                                         
|                               |                                                                                 
|PART II - OTHER
  INFORMATION  |                                                                                 
|                               |                                                                                 
|                               | Item 1.                                                                         
|                               | Item 2.                                                                         
|                               | Item 3.                                                                         
|                               | Item 4.                                                                         
|                               | Item 5.                                                                         
|                               | Item 6.                                                                         
|                               | Signatures                                                                      

2

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PART I  FINANCIAL INFORMATIONITEM 1. 
FINANCIAL STATEMENTS
GUARANTY BANCSHARES, INC.CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(EXCEPT PAR VALUE)

|                                                                                                     |  | March 31,
  2004 |         | December 31,
  2003 |  
|---------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | ------------------- | -
|                                                                                                     |  |                  |         |                     |  
|                                                                                                     |  | (Unaudited)      |         |                     |  
|ASSETS                                                                                               |  |                  |         |                     |  
|                                                                                                     |  |                  |         |                     |  
|Cash and cash equivalents                                                                            |  | $                | 21,884  |                     | $
|Interest-bearing deposits                                                                            |  |                  | 206     |                     |  
|                                                                                                     |  |                  |         |                     |  
|Total cash and cash
  equivalents                                                                    |  |                  | 22,090  |                     |  
|Interest-bearing time deposits                                                                       |  |                  | 6,776   |                     |  
|Federal funds sold                                                                                   |  |                  | 4,615   |                     |  
|Securities available-for-sale                                                                        |  |                  | 92,811  |                     |  
|Loans held for sale                                                                                  |  |                  | 1,263   |                     |  
|Loans, net of allowance for loan losses of $4,029
  and $3,906                                       |  |                  | 362,610 |                     |  
|Premises and equipment, net                                                                          |  |                  | 13,140  |                     |  
|Other real estate                                                                                    |  |                  | 888     |                     |  
|Accrued interest receivable                                                                          |  |                  | 2,581   |                     |  
|Goodwill                                                                                             |  |                  | 2,338   |                     |  
|Other assets                                                                                         |  |                  | 9,885   |                     |  
|                                                                                                     |  |                  |         |                     |  
|Total assets                                                                                         |  | $                | 518,997 |                     | $
|                                                                                                     |  |                  |         |                     |  
|                                                                                                     |  |                  |         |                     |  
|LIABILITIES
  AND SHAREHOLDERS EQUITY                                                               |  |                  |         |                     |  
|                                                                                                     |  |                  |         |                     |  
|Liabilities                                                                                          |  |                  |         |                     |  
|Deposits                                                                                             |  |                  |         |                     |  
|Noninterest-bearing                                                                                  |  | $                | 75,865  |                     | $
|Interest-bearing                                                                                     |  |                  | 339,990 |                     |  
|                                                                                                     |  |                  |         |                     |  
|Total
  deposits                                                                                     |  |                  | 415,855 |                     |  
|Federal funds purchased                                                                              |  |                  | -       |                     |  
|Federal Home Loan Bank advances                                                                      |  |                  | 50,328  |                     |  
|Long-term debt                                                                                       |  |                  | 10,310  |                     |  
|Accrued interest and other liabilities                                                               |  |                  | 4,875   |                     |  
|                                                                                                     |  |                  |         |                     |  
|Total
  liabilities                                                                                  |  |                  | 481,368 |                     |  
|                                                                                                     |  |                  |         |                     |  
|Shareholders equity                                                                                 |  |                  |         |                     |  
|Preferred stock, $5.00
  par value, 15,000,000 shares authorized,
            no shares issued       |  |                  | -       |                     |  
|Common stock, $1.00
  par value, 50,000,000 shares authorized,
            3,252,016 shares
  issued |  |                  | 3,252   |                     |  
|Additional paid-in capital                                                                           |  |                  | 12,801  |                     |  
|Retained earnings                                                                                    |  |                  | 24,944  |                     |  
|Treasury stock, 330,088 shares at cost                                                               |  |                  | (3,981  | )                   |  
|Accumulated other comprehensive income                                                               |  |                  | 613     |                     |  
|                                                                                                     |  |                  |         |                     |  
|Total shareholders equity                                                                           |  |                  | 37,629  |                     |  
|                                                                                                     |  |                  |         |                     |  
|Total liabilities and shareholders equity                                                           |  | $                | 518,997 |                     | $
|                                                                                                     |  |                  |         |                     |  

See accompanying notes to interim consolidated financial statements.

3

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GUARANTY
BANCSHARES, INC.CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

|                                                      |  | Three Months Ended
  March 31, |      
|----------------------------------------------------- |  | ------------------------------ | -----
|                                                      |  | 2004                           |      
|                                                      |  |                                |      
|Interest income                                       |  |                                |      
|Loans, including fees                                 |  | $                              | 5,688
|Securities                                            |  |                                |      
|Taxable                                               |  |                                | 958  
|Nontaxable                                            |  |                                | 14   
|Federal funds sold                                    |  |                                | 6    
|Interest-bearing
  deposits                           |  |                                | 34   
|                                                      |  |                                |      
|Total
  interest income                               |  |                                | 6,700
|Interest expense                                      |  |                                |      
|Deposits                                              |  |                                | 1,399
|FHLB advances and
  federal funds purchased           |  |                                | 500  
|Long-term debt                                        |  |                                | 251  
|                                                      |  |                                |      
|Total
  interest expense                              |  |                                | 2,150
|                                                      |  |                                |      
|Net
  interest income                                 |  |                                | 4,550
|Provision for loan losses                             |  |                                | 250  
|                                                      |  |                                |      
|Net
  interest income after provision for loan losses |  |                                | 4,300
|Noninterest income                                    |  |                                |      
|Service charges                                       |  |                                | 724  
|Realized gain on
  securities available-for-sale      |  |                                | 42   
|Other operating income                                |  |                                | 462  
|                                                      |  |                                |      
|Total
  noninterest income                            |  |                                | 1,228
|Noninterest expense                                   |  |                                |      
|Employee compensation
  and benefits                  |  |                                | 2,476
|Occupancy expenses                                    |  |                                | 504  
|Other operating
  expenses                            |  |                                | 1,134
|                                                      |  |                                |      
|Total
  noninterest expenses                          |  |                                | 4,114
|                                                      |  |                                |      
|Earnings
  before income taxes                        |  |                                | 1,414
|Provision for income taxes                            |  |                                | 382  
|                                                      |  |                                |      
|Net
  earnings                                        |  | $                              | 1,032
|                                                      |  |                                |      
|Basic
  earnings per common share                     |  | $                              | 0.35 
|                                                      |  |                                |      
|Diluted
  earnings per common share                   |  | $                              | 0.35 
|                                                      |  |                                |      

See accompanying notes to interim consolidated financial statements.

4

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GUARANTY BANCSHARES, INC.CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS EQUITY
(DOLLARS IN THOUSANDS)
(UNAUDITED)

|                                                                                     |  | Three Months Ended
  March  31, |       
|------------------------------------------------------------------------------------ |  | ------------------------------- | ------
|                                                                                     |  |                                 |       
|                                                                                     |  | 2004                            |       
|                                                                                     |  |                                 |       
|                                                                                     |  |                                 |       
|Balance at beginning of period                                                       |  | $                               | 36,448
|Net income                                                                           |  |                                 | 1,032 
|Purchases of treasury stock                                                          |  |                                 | -     
|Change in unrealized gain (loss) on
       securities available for sale, net of tax |  |                                 | 149   
|                                                                                     |  |                                 |       
|Balance at end of period                                                             |  | $                               | 37,629
|                                                                                     |  |                                 |       

See
accompanying notes to interim consolidated financial statements.

5

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GUARANTY BANCSHARES, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

|                                                   |  | Three Months
  Ended March 31, |       
|-------------------------------------------------- |  | ------------------------------ | ------
|                                                   |  |                                |       
|                                                   |  | 2004                           |       
|                                                   |  |                                |       
|                                                   |  |                                |       
|Net cash provided by operating
  activities        |  | $                              | 1,277 
|                                                   |  |                                |       
|                                                   |  |                                |       
|Cash flows from investing
  activities:            |  |                                |       
|Securities
  available-for-sale:                   |  |                                |       
|Purchases                                          |  |                                | (2,004
|Sales                                              |  |                                | 1,542 
|Maturities,
  calls, and principal repayments      |  |                                | 7,324 
|Net increase in loans                              |  |                                | (2,711
|Purchases of premises
  and equipment              |  |                                | (226  
|Proceeds from sale of
  other real estate          |  |                                | 63    
|Net change in federal
  funds sold                 |  |                                | (4,615
|                                                   |  |                                |       
|Net
  cash used in investing activities            |  |                                | (627  
|                                                   |  |                                |       
|Cash flows from financing
  activities:            |  |                                |       
|Net change in deposits                             |  |                                | 8,008 
|Net change in
  short-term FHLB advances           |  |                                | -     
|Repayment of long-term
  FHLB advances             |  |                                | (89   
|Net change in federal
  funds purchased            |  |                                | (7,295
|Purchase of treasury
  stock                       |  |                                | -     
|                                                   |  |                                |       
|Net
  cash provided by financing activities        |  |                                | 624   
|                                                   |  |                                |       
|Net
  change in cash and cash equivalents          |  |                                | 1,274 
|Cash and cash equivalents at
  beginning of period |  |                                | 20,816
|                                                   |  |                                |       
|Cash and cash equivalents at end of
  period       |  | $                              | 22,090
|                                                   |  |                                |       
|                                                   |  |                                |       
|Supplemental disclosures:                          |  |                                |       
|Cash paid for income
  taxes                       |  | $                              | 255   
|Cash paid for interest                             |  |                                | 2,354 
|                                                   |  |                                |       
|Significant non-cash transactions:                 |  |                                |       
|Transfers from loans
  to real estate owned        |  | $                              | 215   
|Deconsolidation of
  Trust I and Trust II          |  |                                | 310   

See accompanying notes to interim consolidated financial statements.

6

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GUARANTY BANCSHARES, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(DOLLARS IN THOUSANDS)
(UNAUDITED)

|                                                                                                              |  | Three Months
  Ended March 31, |      
|------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | -----
|                                                                                                              |  |                                |      
|                                                                                                              |  | 2004                           |      
|                                                                                                              |  |                                |      
|Net earnings                                                                                                  |  | $                              | 1,032
|Other comprehensive income:                                                                                   |  |                                |      
|Unrealized gain (loss)
  on available for sale securities
            arising during
  the period             |  |                                | 267  
|Reclassification
  adjustment for amounts realized on
            securities sales
  included in net earnings |  |                                | (42  
|                                                                                                              |  |                                |      
|Net
  unrealized gain (loss)                                                                                  |  |                                | 225  
|Tax
  effect                                                                                                  |  |                                | (76  
|                                                                                                              |  |                                |      
|Total
  other comprehensive income (loss)                                                                     |  |                                | 149  
|                                                                                                              |  |                                |      
|Comprehensive income                                                                                          |  | $                              | 1,181
|                                                                                                              |  |                                |      

See accompanying notes to interim consolidated financial statements

7

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GUARANTY
BANCSHARES, INC.NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

NOTE
1.     BASIS OF PRESENTATION

The
accompanying unaudited consolidated financial statements include the accounts
of Guaranty Bancshares, Inc. (the Company) and Guaranty Financial Corp.,
Inc., which wholly owns Guaranty Bond Bank (the Bank).  Guaranty Bond Bank has three wholly owned
non-bank subsidiaries, Guaranty Leasing Company, Guaranty Company and GB Com,
Inc. and partial interests in two non-bank subsidiaries, BSC Securities, L.C.
(BSC) and Independent Bank Services, LC (IBS).  All entities combined are collectively referred to as the
Company.  All significant intercompany
balances and transactions have been eliminated in consolidation.

The
accompanying unaudited consolidated financial statements have been prepared in
accordance with the rules and regulations of the Securities and Exchange
Commission.  Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for a complete presentation
of financial position. In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments necessary for a fair
presentation of the financial position, results of operations and cash flows of
the Company on a consolidated basis, and all such adjustments are of a normal
recurring nature. These financial statements and the notes thereto should be
read in conjunction with the Companys Annual Report on Form 10-K for the year
ended December 31, 2003, filed with the Securities and Exchange Commission on
March 17, 2004.  The Company has
consistently followed the accounting policies described in the Annual Report in
preparing this Form 10-Q.  Operating
results for the three months ended March 31, 2004, are not necessarily
indicative of the results that may be expected for the year ending December 31,
2004.

In
preparation of the accompanying unaudited consolidated financial statements,
management is required to make estimates and assumptions, which are based on
information available at the time such estimates and assumptions are made.  These estimates and assumptions affect the
amounts reported in the accompanying unaudited consolidated financial
statements.  Accordingly, future results
may differ if the actual amounts and events are not the same as the estimates
and assumptions of management.  The
collectability of loans, fair value of financial instruments, other real estate
values and status of contingencies are particularly subject to change.

NOTE
2.     EARNINGS PER SHARE

Earnings
per share is computed in accordance with Statement of Financial Accounting
Standards No. 128, which requires dual presentation of basic and diluted
earnings per share (EPS) for entities with complex capital structures.  Basic EPS is based on net earnings divided by
the weighted-average number of shares outstanding during the period.  Diluted EPS includes the dilutive effect of
stock options granted using the treasury stock method.

|                                                                                         |  | Three Months
  Ended March 31, |          
|---------------------------------------------------------------------------------------- |  | ------------------------------ | ---------
|                                                                                         |  | 2004                           |          
|                                                                                         |  |                                |          
|                                                                                         |  | (Unaudited)                    |          
|                                                                                         |  |                                |          
|Weighted-average common shares used in basic EPS                                         |  |                                | 2,921,928
|Potential dilutive common shares                                                         |  |                                | 43,656   
|                                                                                         |  |                                |          
|Weighted-average common and potential dilutive
       common shares used in dilutive EPS |  |                                | 2,965,584
|                                                                                         |  |                                |          

8

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NOTE  3.     STOCK
OPTIONS

In
2000, the Company granted nonqualified stock options to certain executive
officers of the Company and the Bank under the Companys 1998 Stock Incentive
Plan.  The grants consisted of
eight-year options to purchase 89,500 shares at an exercise price of $9.30 per
share.  In February 2002, the Company
granted eight-year options to purchase 20,000 shares at an exercise price of
$12.50 per share.  In April 2003, the
Company granted options to purchase 38,000 shares at an exercise price of
$15.23 per share and October 2003, the Company granted options to purchase
2,000 shares at an exercise price of $17.78 per share.  The exercise price for each of the options
described herein represents the market price of the Companys stock on the date
the option was granted.  Each of the
options fully vest and become exercisable in five equal installments commencing
on the first anniversary of the date of grant and annually thereafter.  At March 31, 2004, options for 2,000 shares
have been exercised and 853,500 options remain available for future grant under
the 1998 Stock Incentive Plan.

In
accordance with accounting standard,SFAS
No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure,
an Amendment of FASB Statement No. 123, the Company transitioned to
the fair value method of accounting for stock-based compensation during 2002
using the modified prospective method prescribed by the standard.  Under the modified prospective method, the
Company began recognizing stock-based employee compensation expense from the
beginning of 2002 as if the fair value method had been used to account for all
employee awards granted, modified, or settled in fiscal years beginning after
December 15, 1994. The fair value of options granted is determined using the
Black-Scholes option valuation model. Stock-based employee compensation expense
totaled approximately $22,000 and $13,000 for the three months ended March 31, 2004
and 2003, respectively.  Under the
modified prospective method, no stock-based employee compensation expense is
recognized for periods prior to adoption.

The
weighted-average fair value per share of options granted during 2003 was $4.22.   The fair value of options granted was
estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions: dividend yield of 1.97%;
expected volatility of 0.26%; risk-free interest rate of 3.20%, and an expected
life of 8.00 years.  There were no
options granted or exercised in the three months ended March 31, 2004.

NOTE
4.   LONG-TERM DEBT

The
Company has formed two trusts, Guaranty Capital Trust I (Trust I) and Guaranty
Capital Trust II (Trust II) (collectively Trusts) of which the Company owns
100% of the common equity.  The Trusts
were formed for the purpose of issuing trust preferred securities
(securities) to third party investors and investing the proceeds from the
sale of the securities in junior subordinated debt securities of the Company
(the debentures).  The debentures held
by each trust are the sole assets of that trust.  Distributions on the securities issued by each trust are payable
semi-annually for Trust I and quarterly for Trust II at a rate per annum equal
to the interest rate being earned by the Trusts on the debentures held by each
trust.  The securities are subject to
mandatory redemption, in whole or in part, upon repayment of the
debentures.  The Company has entered
into agreements, which taken collectively, fully and unconditionally guarantee
the securities subject to the terms of each of the guarantees.  The debentures held by Trust I and Trust II
are first redeemable, in whole or in part, by the Company on March 8, 2010 and
October 30, 2012, respectively.

In
the first quarter of 2004, as a result of applying the provisions of FIN No. 46
Consolidation of Variable Interest Entities,
the Company was required to deconsolidate its interest in the Trusts from its
financial statements.  The
deconsolidation of the net assets and results of operations of the Trusts had
virtually no impact on the Companys financial statements or liquidity position
since the Company continues to be obligated to repay the debt held by the
Trusts and guarantees repayment of the securities issued by the Trusts.  The consolidated debt obligation related to
the Trusts increased from $10.0 million to $10.3 million upon deconsolidation
with the difference representing the Companys common ownership interest in the
Trusts.

9

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The
securities held by the Trusts qualify as Tier I capital for the Company under
Federal Reserve Board guidelines.  As a
result of the issuance of FIN 46, the Federal Reserve Board is currently evaluating
whether deconsolidation of the Trusts will affect the qualification of the
securities as Tier I capital.  If it is
determined that the securities no longer qualify as Tier I capital, the Company
would still be considered well-capitalized under prompt corrective action
provisions as of March 31, 2004.

NOTE
5.   COMMITMENTS AND CONTINGENCIES

In
the normal course of business, the Company enters into various transactions,
which in accordance with accounting principles generally accepted in the United
States of America, are not included in the consolidated balance sheets.  These transactions are referred to as
off-balance sheet commitments.  The
Company enters into these transactions to meet the financing needs of its
customers.  These transactions include
commitments to extend credit and letters of credit, which involve elements of
credit risk in excess of the amounts recognized in the consolidated balance
sheets. The Company minimizes its exposure to loss under these commitments by
subjecting them to credit approval and monitoring procedures.

The
Company enters into contractual commitments to extend credit, normally with
fixed expiration dates or termination clauses, at specified rates and for
specific purposes.  Customers use credit
commitments to ensure that funds will be available for working capital
purposes, for capital expenditures and to ensure access to funds at specified
terms and conditions.  Substantially all
of the Companys commitments to extend credit are contingent upon customers
maintaining specific credit standards at the time of loan funding.  Management assesses the credit risk
associated with certain commitments to extend credit in determining the level
of the allowance for loan losses.

Letters
of credit are conditional commitments issued by the Company to guarantee the
performance of a customer to a third party. 
The Companys policies generally require that letters of credit
arrangements contain security and debt covenants similar to those contained in
loan agreements.  In the event the
customer does not perform in accordance with the terms of the agreement with
the third party, the Company would be required to fund the commitment.  The maximum potential amount of future
payments the Company could be required to make is represented by the
contractual amount shown in the table below. 
If the commitment is funded, the Company would be entitled to seek
recovery from the customer.  As of March
31, 2004 and December 31, 2003, no amounts have been recorded as liabilities
for the Companys potential obligations under these guarantees.

Outstanding commitments and letters of credit are approximately as follows
(dollars in thousands):

|                             |  | Contract or
  Notional Amount |  
|---------------------------- |  | ----------------------------- | -
|                             |  |                               |  
|                             |  | March 31,
  2004              |  
|                             |  |                               |  
|                             |  | (Unaudited)                   |  
|                             |  |                               |  
|Commitments to extend credit |  |                               | $
|Letters of credit            |  |                               |  

The
Company is subject to various claims and legal actions occurring in the normal
course of business.  The Company accrues
for estimated losses in the accompanying financial statements for those matters
where management believes the likelihood of an adverse outcome is probable and
the amount of the loss is reasonably estimable.  After consultation with legal counsel, management currently
believes the outcome of outstanding legal proceedings, claims and litigation
involving the Company will not have a material adverse effect on the Companys
business, financial condition or results of operation.

10

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In
a series of transactions in 1992, 1994 and 1995, Guaranty Leasing acquired
limited partnership interests in three different partnerships (collectively,
the Partnerships or individually, a Partnership) engaged in the equipment
leasing business.  The investments were
structured by TransCapital Corporation (TransCapital) through various
subsidiaries and controlled partnerships.

Generally,
in each of the transactions the Partnership became the lessee of equipment from
an equipment owner (pursuant to a sale and leaseback transaction) and the
sublessor of the equipment to the equipment user.  Each Partnership receives note payments from the equipment owner
under a purchase money note given to purchase the equipment from that
Partnership.  The Partnership makes
lease payments to the equipment owner pursuant to the master lease of the
equipment.  In most instances, payments
under the purchase money note equal lease payments under the master lease.  Rental payments from the equipment used
under these equipment subleases were sold in advance subject to existing liens
for purchase of the equipment.

The
Partnership incurs a tax loss while the master lease/sublease structure is in
place, primarily because deductions for rentals paid under the master lease
exceed taxable interest income under the purchase money note.  Consequently, Guaranty Leasing has reported
tax losses as a result of its investments in the Partnerships, which were
deductible by the Company.  In November
1998, Guaranty Leasing was informed by the Internal Revenue Service (the
Service) that it has taken the position that certain losses taken by one of
the three Partnerships during 1994, 1995 and 1996 of $302,000, $410,000 and
$447,000, respectively, would be disallowed. 
In October 2001, Guaranty Leasing was informed by the Service that it
has taken the position that certain losses taken by that Partnership during
1997 of $487,000 would also be disallowed. 
In September 2002, the Company received from the Service a Notice of
Final Partnership Administrative Adjustment disallowing these deductions.  Based upon the advice of counsel, the
Company believes that it has correctly reported these transactions for tax
purposes and that it has obtained appropriate legal, accounting and appraisal
opinions and authority to support its positions.  The Company recorded and expensed the tax affect of the
disallowed deductions in 2002.  On
February 3, 2003, the Company filed a petition to begin the process to litigate
the matter in the United States District Court for the Eastern District of
Texas, (the Texas Court).  On October 17, 2003, the Government filed a
Motion to Transfer Venue from the Texas Court to the United States District
Court for the Eastern District for Virginia, (the Virginia Court).  On November 25, 2003, the Government filed a
Motion to Stay Proceedings.  On December
18, 2003, the Texas Court issued an Order to Stay Proceedings pending the
Courts ruling on the Governments Motion to Transfer Venue.  Any final determination with respect to the
Partnership will be binding on the Company. 
In addition to the ongoing litigation regarding the Partnership, the
Service is currently in the process of examining the tax deductions taken for
the other two Partnerships.  No
determination has been made regarding the disallowance of similar deductions
for these other two Partnerships. 
Should the Service ultimately disallow the related tax deductions taken
during the remaining years of the above partnership as well as the other two
Partnerships, the Company will be required to recognize an additional maximum
tax liability of approximately $3.9 million plus possible penalty and
interest.  The Company is actively
contesting the position of the Service in connection with this matter, and will
take appropriate steps necessary to protect its legal position.

ITEM
2.  MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain
statements in this Quarterly Report on Form 10-Q include forward-looking
information within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
and are subject to the Safe Harbor created by those sections.  When used in this document, the words
believes, plans, expects, anticipates, intends, continue, may,
will, should or the negative of such terms and similar expressions as they
relate to the Company, its customers or its management, are intended to
identify forward-looking statements. 
These forward-looking statements may involve known and unknown risks and
uncertainties and other factors beyond the Companys control that could cause
actual results to differ materially from those in the forward-looking
statements.  Such risks and
uncertainties include, but are not limited to, the following factors: competitive

11

---

---

pressure in
the banking industry significantly increasing; changes in the interest rate
environment reducing margins; general economic conditions, either nationally or
regionally, are less favorable than expected, resulting in, among other things,
a deterioration in credit quality and an increase in the provision for loan
losses; changes in the regulatory environment; changes in business conditions;
volatility of rate sensitive deposits; operational risks including data
processing system failures or fraud; asset/liability matching risks and
liquidity risks; and changes in the securities markets and the factors
contained in the Companys Annual Report on Form 10-K for the year ended
December 31, 2003 as filed with the Securities and Exchange Commission.

GENERAL
OVERVIEW

Guaranty
Bancshares, Inc. (the Company) is a registered bank holding company that
derives substantially all of its revenues and income from the operation of its
subsidiary, Guaranty Bond Bank (the Bank). 
The Bank is a full service bank that provides a broad line of financial
products and services to small and medium-sized businesses and consumers
through ten banking locations in the Texas communities of Mount Pleasant (two
offices), Bogata, Commerce, Deport, Paris, Pittsburg, Sulphur Springs, Talco and
Texarkana.  The Company also maintains
an office in Fort Stockton, Texas that limits its product offerings to loans
and time deposits.

FINANCIAL
OVERVIEW

Net
earnings for both the three months ended March 31, 2004 and March 31, 2003 were
$1.0 million or $0.35 per share.   For
the three months ended March 31, 2004 compared with the same period in 2003,
noninterest income decreased $158,000 or 11.4%, noninterest expense increased
$162,000 or 4.1%, and the provision for income tax increased $145,000 or
61.2%.  These changes were partially
offset by an increase in net interest income of $337,000 or 8.0% and a decrease
in provision for loan loss of $125,000 or 33.3%.

Gross
loans increased to $367.9 million at March 31, 2004, from $365.5 million at
December 31, 2003, an increase of $2.4 million or 0.65%.  Total assets increased to $519.0 million at
March 31, 2004, compared with $517.1 million at December 31, 2003.  The increase of $1.9 million in total assets
is primarily due to an increase in cash and cash equivalents, gross loans, and
federal funds sold which increased $1.3 million, $2.4 million and $4.6 million,
respectively, partially offset by a decrease in securities available for sale
of $6.8 million.  Total deposits
increased to $415.9 million at March 31, 2004 compared with $407.8 million at
December 31, 2003.   This increase comes
primarily from an increase in certificates of deposit of $4.8 million or 2.2%,
and an increase in demand deposits of $3.7 million or 5.1%.

Total
shareholders equity was $37.6 million at March 31, 2004, representing an
increase of $1.2 million or 3.2% from December 31, 2003.  This increase is due to the earnings for the
period of $1.0 million and an increase in accumulated other comprehensive
income of $149,000.

RESULTS
OF OPERATIONS

Interest
Income

Interest
income for the three months ended March 31, 2004 was $6.7 million, a decrease
of $342,000 or 4.9% compared with the three months ended March 31, 2003.  The decrease in interest income is due
primarily to the decrease in volume of average interest-earning assets from
$474.9 million for the quarter ended March 31, 2003 compared to $469.1 million
for the same period in 2004.  Average
interest-earning assets decreased primarily due to a $13.0 million or 11.9%
decrease in average securities and a $2.0 million or 44.4% decrease in average
federal funds sold.  The average
interest rate earned on interest-earning assets decreased from 6.01% during the
three months ended March 31, 2003 to 5.73% during the three months ended March
31, 2004.

12

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Interest
Expense

Interest
expense on deposits and other interest-bearing liabilities was $2.2 million for
the three months ended March 31, 2004, compared with $2.8 million for the three
months ended March 31, 2003, a decrease of $679,000 or 24.0%.  The decrease in interest expense is due
primarily to the 3.1% decrease in volume of average interest-bearing
liabilities from $417.1 million for the quarter ended March 31, 2003 compared
to $404.3 million for the same period in 2004 combined with a decrease in rates
paid on those liabilities.  The decrease
in total interest average bearing liabilities is primarily due to a $17.8
million or 5.0% decrease in average deposits from $360.0 million for the three months
ended March 31, 2003, compared with $342.2 million for the three months ended
March 31, 2004.

Net
Interest Income

Net
interest income was $4.6 million for the three months ended March 31, 2004
compared with $4.2 million for the three months ended March 31, 2003, an
increase of $337,000 or 8.0%.  The
increase in net interest income resulted primarily from a decrease in average
interest-bearing liabilities to $404.3 million for the three months ended March
31, 2004, from $417.1 million for the three months ended March 31, 2003, a
decrease of $12.8 million or 3.1%, partially offset by a decrease in total
average interest-earning assets to $469.1 million for the three months ended
March 31, 2004, from $474.9 million for the three months ended March 31, 2003,
a decrease of $5.9 million or 1.2%.  The
net interest margin increased from 3.60% to 3.89% for the three months ended
March 31, 2004 compared with the same three months period ended March 31, 2003.  This increase can be attributed to the fact
that the percentage decline in average interest-earning liabilities exceeded
the percentage decline in average interest-bearing assets, thereby causing the
ratio of average interest-earning assets to average interest-bearing
liabilities to increase.

The
Companys net interest income is affected by changes in the amount and mix of
interest-earning assets and interest-bearing liabilities, referred to as a
volume change. It is also affected by changes in yields earned on
interest-earning assets and rates paid on interest-bearing deposits and other
borrowed funds, referred to as a rate change.

The
following table sets forth, for each category of interest-earning assets and
interest-bearing liabilities, the average amounts outstanding, the interest
earned or paid on such amounts, and the average rate earned or paid for the
three months ended March 31, 2004 and 2003, respectively.  The table also sets forth the average rate
earned on total interest-earning assets, the average rate paid on total
interest-bearing liabilities, the net interest spread and the net interest
margin for the same periods.  The net
interest spread is the difference between the average rate earned on total
interest-earning assets less the average rate paid on total interest-bearing
liabilities.  The net interest margin is
net interest income as a percentage of average interest-earning assets.  No tax equivalent adjustments were made and
all average balances are derived from daily balances.  Nonaccruing loans have been included in the tables as loans
carrying a zero yield.

13

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|                                                                          |  | Three
  Months Ended March 31,  |        
|------------------------------------------------------------------------- |  | ------------------------------- | -------
|                                                                          |  |                                 |        
|                                                                          |  | 2004                            |        
|                                                                          |  |                                 |        
|                                                                          |  | Average
  Outstanding
  Balance |        
|                                                                          |  |                                 |        
|                                                                          |  | (Dollars
  in thousands)        |        
|                                                                          |  | (Unaudited)                     |        
|Assets                                                                    |  |                                 |        
|Interest-earning
  assets                                                 |  |                                 |        
|Loans                                                                     |  | $                               | 363,841
|Securities                                                                |  |                                 | 95,897 
|Federal
  funds sold                                                      |  |                                 | 2,536  
|Interest-bearing
  deposits in
            other financial
  institutions |  |                                 | 6,810  
|                                                                          |  |                                 |        
|Total
  interest-earning assets                                           |  |                                 | 469,084
|                                                                          |  |                                 |        
|                                                                          |  |                                 |        
|Less
  allowance for loan losses                                          |  |                                 | (3,932 
|                                                                          |  |                                 |        
|                                                                          |  |                                 |        
|Total
  interest-earning
                 assets,  net of allowance       |  |                                 | 465,152
|Non-earning
  assets:                                                     |  |                                 |        
|Cash
  and due from banks                                                 |  |                                 | 21,083 
|Premises
  and equipment                                                  |  |                                 | 13,162 
|Interest
  receivable and
            other assets                        |  |                                 | 17,110 
|Other
  real estate owned                                                 |  |                                 | 813    
|                                                                          |  |                                 |        
|                                                                          |  |                                 |        
|Total
  assets                                                            |  | $                               | 517,320
|                                                                          |  |                                 |        
|                                                                          |  |                                 |        
|Liabilities and shareholders equity                                      |  |                                 |        
|Interest-bearing
  liabilities                                            |  |                                 |        
|NOW,
  savings, and money
            market accounts                     |  | $                               | 123,405
|Time
  deposits                                                           |  |                                 | 218,825
|                                                                          |  |                                 |        
|Total
  interest-bearing
                 deposits                        |  |                                 | 342,230
|FHLB
  advances and federal funds purchased                               |  |                                 | 52,011 
|Long-term
  debt                                                          |  |                                 | 10,104 
|                                                                          |  |                                 |        
|Total
  interest-bearing
                 liabilities                     |  |                                 | 404,345
|                                                                          |  |                                 |        
|                                                                          |  |                                 |        
|Noninterest-bearing
  liabilities                                         |  |                                 |        
|Demand
  deposits                                                         |  |                                 | 70,936 
|Accrued
  interest, taxes and
            other liabilities               |  |                                 | 4,809  
|                                                                          |  |                                 |        
|Total
  liabilities                                                       |  |                                 | 480,090
|Shareholders
  equity                                                    |  |                                 | 37,230 
|                                                                          |  |                                 |        
|                                                                          |  |                                 |        
|Total
  liabilities and
                 shareholders
  equity           |  | $                               | 517,320
|                                                                          |  |                                 |        
|Net
  interest income                                                     |  |                                 |        
|                                                                          |  |                                 |        
|                                                                          |  |                                 |        
|Net
  interest spread                                                     |  |                                 |        
|                                                                          |  |                                 |        
|                                                                          |  |                                 |        
|Net
  interest margin                                                     |  |                                 |        
|                                                                          |  |                                 |        

14

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The following table presents the dollar amount of changes in interest income
and interest expense for the major components of interest-earning assets and
interest-bearing liabilities and distinguishes between the increase (decrease)
related to outstanding balances and the volatility of interest rates.  For purposes of these tables, changes
attributable to both rate and volume that can be segregated have been allocated
proportionately to changes due to rate and changes due to volume (dollars in
thousands):

|                                                                          |  | Three Months Ended March 31, |     
|------------------------------------------------------------------------- |  | ---------------------------- | ----
|                                                                          |  |                              |     
|                                                                          |  | 2004 vs. 2003                |     
|                                                                          |  |                              |     
|                                                                          |  | Increase (Decrease)
  Due to |     
|                                                                          |  |                              |     
|                                                                          |  | Volume                       |     
|                                                                          |  |                              |     
|                                                                          |  | (Unaudited)                  |     
|                                                                          |  |                              |     
|Interest-earning assets:                                                  |  |                              |     
|Loans                                                                     |  | $                            | 156 
|Securities                                                                |  |                              | (520
|Federal funds sold                                                        |  |                              | (23 
|Interest-bearing
  deposits in other
            financial
  institutions |  |                              | 115 
|                                                                          |  |                              |     
|Total
  decrease in interest income                                       |  |                              | (272
|                                                                          |  |                              |     
|                                                                          |  |                              |     
|Interest-bearing liabilities:                                             |  |                              |     
|NOW, savings, and
  money market
            accounts                     |  |                              | 70  
|Time deposits                                                             |  |                              | (782
|Other borrowed funds                                                      |  |                              | 198 
|Long-term debt                                                            |  |                              | 11  
|                                                                          |  |                              |     
|Total
  decrease in interest expense                                      |  |                              | (503
|                                                                          |  |                              |     
|Increase in net
  interest income                                         |  | $                            | 231 
|                                                                          |  |                              |     

Provision for Loan Losses

Provisions
for loan losses are charged to income to bring the total allowance for loan
losses to a level deemed appropriate by management of the Company based on such
factors as the industry diversification of the Companys commercial loan
portfolio, the effect of changes in the local real estate market on collateral
values, the results of recent regulatory examinations, the effects on the loan
portfolio of current economic indicators and their probable impact on
borrowers, the amount of charge-offs for the period, the amount of
nonperforming loans and related collateral security, and the evaluation of the
Companys loan portfolio by an external loan review firm.   The provision for loan losses for the three
months ended March 31, 2004, was $250,000, compared with $375,000 for the three
months ended March 31, 2003, a decrease of $125,000 or 33.3%.  The decrease is partially due to the
decrease in the ratio of net charge offs to average loans from .08% for the
three months ended March 31, 2003 to .03% for the three months ended March 31,
2004.  Management believes the allowance
for loan losses is adequate as of the dates indicated based on its assessment of
the factors listed above.

15

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Noninterest
Income

The
following table presents, for the periods indicated, the major categories of
noninterest income (dollars in thousands):

|                                    |  | Three months ended
  March 31, |      
|----------------------------------- |  | ------------------------------ | -----
|                                    |  |                                |      
|                                    |  | 2004                           |      
|                                    |  |                                |      
|                                    |  | (Unaudited)                    |      
|                                    |  |                                |      
|Service charges on deposit accounts |  | $                              | 724  
|Fee income                          |  |                                | 271  
|Fiduciary income                    |  |                                | 56   
|Other noninterest income            |  |                                | 135  
|Realized gain on securities         |  |                                | 42   
|                                    |  |                                |      
|Total noninterest
  income          |  | $                              | 1,228
|                                    |  |                                |      

As
indicated above, the Companys primary sources of recurring noninterest income
are service charges on deposit accounts, fee income and other noninterest
income.    Noninterest income for the
three months ended March 31, 2004 decreased $158,000 or 11.4% over the same
period ended March 31, 2003.  The
decrease in noninterest income for the three months ending March 31, 2004 is
primarily due to the decrease in gain on sale of securities realized in 2004
over 2003 and a decrease in the sale of mortgage loans into the secondary
market during the same comparable quarters. 
In the three months ended March 31, 2004, the Company realized a gain on
sale of mortgage-backed securities of $42,000 from the sale of $1.5 million of
securities compared with a gain on the sale of mortgage-backed securities of
$141,000 from the sale of $24.5 million of securities during the three months
ended March 31, 2003.  The Company also
decreased the volume of mortgage loans it sold into the secondary market.  This activity generated noninterest income
of $83,000 for the three months ended March 31, 2004 compared with $229,000 for
the three months ended March 31, 2003, a decrease of $146,000 or 63.8%.  These decreases were partially offset by increases
in service charges on deposit accounts and fee income of $41,000 or 6.0% and
$15,000 or 5.9%, respectively, during the comparable quarters.

16

---

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Noninterest
Expenses

The
following table presents, for the periods indicated, the major categories of
noninterest expenses (dollars in thousands):

|                                   |  | Three months ended
  March 31, |      
|---------------------------------- |  | ------------------------------ | -----
|                                   |  |                                |      
|                                   |  | 2004                           |      
|                                   |  |                                |      
|                                   |  | (Unaudited)                    |      
|                                   |  |                                |      
|Employee compensation and benefits |  | $                              | 2,476
|                                   |  |                                |      
|Non-staff expenses:                |  |                                |      
|Net bank premises
  expense        |  |                                | 504  
|Office and computer
  supplies     |  |                                | 72   
|Legal and professional
  fees      |  |                                | 212  
|Advertising                        |  |                                | 92   
|Postage                            |  |                                | 51   
|FDIC insurance                     |  |                                | 16   
|Other                              |  |                                | 691  
|                                   |  |                                |      
|Total
  non-staff expenses         |  |                                | 1,638
|                                   |  |                                |      
|Total
  noninterest expenses       |  | $                              | 4,114
|                                   |  |                                |      

Employee
compensation and benefits expense for the three months ended March 31, 2004
increased $137,000 or 5.9% over the same period ended March 31, 2003.  The increase is due primarily to normal
salary increases and an increase in employee insurance costs.  The number of full-time equivalent employees
was 219 at March 31, 2004, compared with 220 at March 31, 2003.

Non-staff
expenses increased $25,000 or 1.6% over the comparable three month period in
2003.  Legal and professional expense
increased by $56,000, or 35.9% for the three months primarily due to the cost
incurred to contest the position the Internal Revenue Service took regarding
Guaranty Leasing Partnership deductions. 
Other non-staff expenses decreased $52,000 or 7.0% from $743,000 for the
three months ended March 31, 2003 to $691,000 for the three months ended March
31, 2004.

Income
Taxes

Income
tax expense increased $145,000 or 61.2% to $382,000 for the three months ended
March 31, 2004 from $237,000 for the same period in 2003.  The increase is due primarily to a decrease
in taxable deductions associated with the Companys leasing activities.  The income stated on the consolidated
statement of earnings differs from the taxable income due to tax-exempt income,
the amount of non-deductible interest expense and the amount of other
non-deductible expenses.

FINANCIAL
CONDITION

Loan
Portfolio

Gross
loans were $367.9 million at March 31, 2004, an increase of $2.4 million or
0.7% from $365.5 million at December 31, 2003. Loan growth occurred primarily
in the commercial and industrial, and in construction and land development
loans, offset by decreases in consumer and commercial real estate loans.  Average loans comprised 77.6% of total
average interest-earning assets at March 31, 2004 compared with 76.1% at March
31, 2003.

17

---

---

The
following table summarizes the loan portfolio of the Company by type of loan as
of March 31, 2004 and December 31, 2003 (dollars in thousands):

|                                    |  | March 31, 2004 |         | December 31, 2003 | 
|----------------------------------- |  | -------------- | ------- | ----------------- | 
|                                    |  |                |         |                   | 
|                                    |  | Amount         |         | Percent           | 
|                                    |  |                |         |                   | 
|                                    |  | (Unaudited)    |         |                   | 
|                                    |  |                |         |                   | 
|Commercial and industrial           |  | $              | 57,041  |                   | 
|Agriculture                         |  |                | 10,365  |                   | 
|Real estate:                        |  |                |         |                   | 
|Construction
  and land development |  |                | 24,480  |                   | 
|1-4
  family residential            |  |                | 137,027 |                   | 
|Loans,
  held for sale              |  |                | 1,263   |                   | 
|Farmland                            |  |                | 20,269  |                   | 
|Commercial                          |  |                | 78,762  |                   | 
|Multi-family
  residential          |  |                | 9,161   |                   | 
|Consumer, net of unearned discounts |  |                | 29,534  |                   | 
|                                    |  |                |         |                   | 
|Total
  gross loans                 |  | $              | 367,902 |                   | 
|                                    |  |                |         |                   | 

Allowance for Loan Losses

In
originating loans, the Company recognizes that it will experience credit losses
and that the risk of loss will vary with, among other things, general economic
conditions, the type of loan being made, the creditworthiness of the borrower
over the term of the loan and, in the case of a collateralized loan, the
quality of the collateral for such loan. The Company maintains an allowance for
loan losses in an amount that it believes is adequate for estimated losses in
its loan portfolio.  Management
determines the adequacy of the allowance through its evaluation of the loan
portfolio and based on the factors set forth in Results of
Operations-Provision for Loan Losses. 
In addition to unallocated allowances, specific allowances are provided
for individual loans when ultimate collection is considered questionable by
management after reviewing the current status of loans which are contractually
past due and considering the net realizable value of the collateral for the
loan.  Loans are charged off against the
allowance for loan losses when appropriate. Although management believes it
uses the best information available to make determinations with respect to the
allowance for loan losses, future adjustments may be necessary if economic
conditions differ from the assumptions used in making the initial
determinations.   Loan charge-offs, net
of recoveries, during the three months ended March 31, 2004 decreased $159,000
or 55.6% compared with the same period ended March 31, 2003.  At March 31, 2004 and March 31, 2003, the
allowance for loan losses totaled  $4.0
million or 1.10% of gross loans and $3.8 million or 1.04% of gross loans,
respectively.  The allowance for loan
losses as a percentage of nonperforming loans was 121.10% and 88.42% at March
31, 2004 and 2003, respectively.

18

---

---

Set
forth below is an analysis of the allowance for loan losses for the periods
indicated (dollars in thousands):

|                                                          |  | Three months ended
  March 31, |        
|--------------------------------------------------------- |  | ------------------------------ | -------
|                                                          |  |                                |        
|                                                          |  | 2004                           |        
|                                                          |  |                                |        
|                                                          |  | (Unaudited)                   
|                                                          |  |                                |        
|Average loans outstanding                                 |  | $                              | 363,841
|                                                          |  |                                |        
|Gross loans outstanding at end of period                  |  | $                              | 367,902
|                                                          |  |                                |        
|Allowance for loan losses at beginning of period          |  | $                              | 3,906  
|Provision for loan losses                                 |  |                                | 250    
|Charge-offs:                                              |  |                                |        
|Commercial
  and industrial                               |  |                                | (45    
|Real
  estate                                             |  |                                | (45    
|Consumer                                                  |  |                                | (60    
|Recoveries:                                               |  |                                |        
|Commercial
  and industrial                               |  |                                | 3      
|Real
  estate                                             |  |                                | 9      
|Consumer                                                  |  |                                | 11     
|                                                          |  |                                |        
|Net loan charge-offs                                      |  |                                | (127   
|                                                          |  |                                |        
|Allowance for loan losses at end of period                |  | $                              | 4,029  
|                                                          |  |                                |        
|                                                          |  |                                |        
|Ratio of allowance to end of period loans                 |  |                                | 1.10   
|Ratio of net charge-offs to average loans                 |  |                                | 0.03   
|Ratio of allowance to end of period nonperforming
  loans |  |                                | 121.10 

Nonperforming Assets

Nonperforming assets were $4.2 million at March 31, 2004 compared to $3.3
million at December 31, 2003. 
Nonaccrual loans decreased $43,000 from $2.1 million at December 31,
2003 to $2.0 million at March 31, 2004. 
This decrease is due primarily to three lines of credit being moved to
repossessed assets or other real estate and one line of credit being upgraded
to interest accrual.  Accruing loans 90
or more days past due increased $809,000 from $489,000 at December 31, 2003 to
$1.3 million at March 31, 2004.  This
increase is due primarily to four lines of credit becoming past due.  Management believes that these lines of
credit are well collateralized and reserves have been established for any
anticipated loss.  Other real estate
increased $145,000 during the same period. 
The increase is primarily the result of loans that were foreclosed on during
the period totaling $215,000 and sales of properties with a carrying value of
$69,592.  Management anticipates minimal
losses on the total of these new nonperforming assets.

The
ratio of nonperforming assets to total loans and other real estate was 1.14%
and 0.90% at March 31, 2004, and December 31, 2003, respectively.

19

---

---

The following table presents information regarding nonperforming assets as of
the dates indicated (dollars in thousands):

|                                        |  | March 31,
  2004 |   | December 31,
  2003 | 
|--------------------------------------- |  | ---------------- | - | ------------------- | 
|                                        |  |                  |   |                     | 
|                                        |  | (Unaudited)      |   |                     | 
|                                        |  |                  |   |                     | 
|Nonaccrual loans                        |  |                  | $ | 2,029               | 
|Accruing loans 90 or more days past due |  |                  |   | 1,298               | 
|                                        |  |                  |   |                     | 
|Total
  nonperforming loans             |  |                  |   | 3,327               | 
|Other real estate                       |  |                  |   | 888                 | 
|                                        |  |                  |   |                     | 
|Total
  nonperforming assets            |  |                  | $ | 4,215               | 
|                                        |  |                  |   |                     | 

Securities

Securities
totaled $92.8 million at March 31, 2004, a decrease of $6.8 million from $99.6
million at December 31, 2003.  The
decrease is primarily the result of the decrease in federal funds purchased of
$7.3 million during the quarter.  At
March 31, 2004, securities represented 17.9% of total assets compared with
19.3% of total assets at December 31, 2003. The yield on average securities for
the three months ended March 31, 2004, is 4.07% compared with 4.00% for the
same period in 2003. At March 31, 2004 securities included $7.2 million in U.S.
Government securities, $80.5 million in mortgage-backed securities, $3.9
million in equity securities, and $1.2 million in municipal securities. The
average life of the securities portfolio at March 31, 2004 is approximately
3.47 years, however, all of the Companys securities are classified as
available-for-sale.

Other
Assets

Other
assets totaled $9.9 million at March 31, 2004 compared with $9.4 million at
December 31, 2003, an increase of $523,000 or 5.6%.  This increase resulted primarily from the recording of additional
cash value of key-man life insurance that the Company owns.

Deposits

At
March 31, 2004, demand, money market and savings deposits account for approximately
46.9% of total deposits, while certificates of deposit make up 53.1% of total
deposits. Total deposits increased $8.0 million or 2.0% from December 31, 2003
to March 31, 2004.  This increase comes
primarily from an increase in certificates of deposit of $4.8 million or 2.2%
due to the Company offering of competitive yields on these deposits.  Noninterest-bearing demand deposits totaled
$75.9 million or 18.2% of total deposits at March 31, 2004, compared with $72.2
million or 17.7% of total deposits at December 31, 2003. The average cost of
deposits, including noninterest-bearing demand deposits, is 1.36% for the three
months ended March 31, 2004 compared with 2.02% for the same period in 2003.

Liquidity

The
Companys asset/liability management policy is intended to maintain adequate
liquidity for the Company. Liquidity involves the Companys ability to raise
funds to support asset growth or reduce assets to meet deposit withdrawals and
other payment obligations, to maintain reserve requirements and otherwise to
operate the Company on a continuing basis. 
The Companys liquidity needs are primarily met by growth in core
deposits.  Although access to purchased
funds from correspondent banks is available and has been utilized on occasion
to take advantage of investment opportunities, the Company does not continually
rely on these external-funding sources. 
The cash and federal funds sold position, supplemented by amortizing
investments along with payments and maturities within the loan portfolio, has
historically created an adequate liquidity position.

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The
Companys cash flows are composed of three classifications: cash flows from
operating activities, cash flows from investing activities, and cash flows from
financing activities.  As summarized in
the unaudited condensed consolidated statements of cash flows, the most
significant transactions which affected the Companys level of cash and cash
equivalents, cash flows, and liquidity during the first three months of 2004
are the net change in deposits of $8.0 million, the maturities, calls, and
principal repayments of securities totaling $7.3 million, the net change in
federal funds purchased of $7.3 million, the net change in federal funds sold
of $4.6 million and the net increase in loans of $2.7 million.

Commitments,
Contingency and Off Balance Sheet Items

The
Company enters into contractual commitments to extend credit, normally with
fixed expiration dates or termination clauses, at specified rates and for
specific purposes.  Customers use credit
commitments to ensure that funds will be available for working capital
purposes, for capital expenditures and to ensure access to funds at specified
terms and conditions.  Substantially all
of the Companys commitments to extend credit are contingent upon customers
maintaining specific credit standards at the time of loan funding.  Management assesses the credit risk
associated with certain commitments to extend credit in determining the level
of the allowance for loan losses.

Letters
of credit are conditional commitments issued by the Company to guarantee the
performance of a customer to a third party. 
The Companys policies generally require that letters of credit
arrangements contain security and debt covenants similar to those contained in
loan agreements.  In the event the
customer does not perform in accordance with the terms of the agreement with
the third party, the Company would be required to fund the commitment.  The maximum potential amount of future payments
the Company could be required to make is represented by the contractual amount
shown in the table below.  If the
commitment is funded, the Company would be entitled to seek recovery from the
customer.  As of March 31, 2004 and
December 31, 2003, no amounts have been recorded as liabilities for the Banks
potential obligations under these guarantees.

Outstanding commitments and letters of credit are approximately as follows
(dollars in thousands):

|                             |  | Contract
  or
  Notional Amount |  
|---------------------------- |  | ------------------------------- | -
|                             |  |                                 |  
|                             |  | March
  31,
  2004              |  
|                             |  |                                 |  
|                             |  | (Unaudited)                     |  
|                             |  |                                 |  
|Commitments to extend credit |  |                                 | $
|Letters of credit            |  |                                 |  

Capital
Resources

Both
the Board of Governors of the Federal Reserve System (Federal Reserve), with
respect to the Company, and the Federal Deposit Insurance Corporation (FDIC),
with respect to the Bank, have established certain minimum risk-based capital
standards that apply to bank holding companies and federally insured banks, respectively.  As of March 31, 2004, the Companys Tier 1
risk-based capital, total risk-based capital and leverage capital ratios are
12.49%, 13.60%, and 8.76%, respectively. 
As of March 31, 2004, the Banks risk-based capital ratios remain above
the levels required for the Bank to be designated as well capitalized by the
FDIC with Tier 1 risk-based capital, total risk-based capital and leverage
capital ratios of 12.02%, 13.14%, and 8.39%, respectively.

In
the first quarter of 2004, as a result of applying the provisions of FIN 46,
the Company was required to deconsolidate its interest in the Trusts from its
financial statement.  The impact of this
deconsolidation was considered

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immaterial to the
Companys consolidated financial statements. 
In July 2003, the Federal Reserve issued a supervisory letter
instructing bank holding companies to continue to include the long-term debt in
Tier I capital for regulatory purposes, subject to specified limits, until
notice is given to the contrary.  If it
is determined that the securities no longer qualify as Tier I capital, the
Company would still be considered well-capitalized under prompt corrective
action provisions as of March 31, 2004.

ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There
have been no material changes in the market risk information disclosed in the
Companys Form 10-K for the year ended December 31, 2003.  See Form 10-K, Item 7A, Quantitative and
Qualitative Disclosures about Market Risk.

ITEM
4.  CONTROLS AND PROCEDURES

(a)  Evaluation
of Disclosure Controls and Procedures.

As
of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the effectiveness of the
design and operation of the Companys disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934 (the Exchange Act)).  Based on
this evaluation, the principal executive officer and principal financial
officer concluded that the Companys disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported to the Companys management within the time periods
specified in Securities and Exchange Commission rules and forms.

(b)  Changes
in internal control over financial reporting

There
were no significant changes in the Companys internal control over financial
reporting that occurred during the Companys most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM
1.  LEGAL PROCEEDINGS

The
Company is subject to various claims and legal actions occurring in the normal
course of business. The Company accrues for estimated losses in the
accompanying financial statements for those matters where management believes
the likelihood of an adverse outcome is probable and the amount of the loss is
reasonably estimable.  After
consultation with legal counsel, management currently believes the outcome of
outstanding legal proceedings, claims and litigation involving the Company will
not have a material adverse effect on the Companys business, financial
condition or results of operations.

ITEM
2.  CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER REPURCHASE OF
EQUITY SECURITIES

None

ITEM
3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM
5.  OTHER INFORMATION

None

ITEM
6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits
  The following exhibits are filed as a
part of this Quarterly Report on Form 10Q:

| | Exhibit
  Number |  | Description of Exhibit                                                                                                                                                                    
| | ---------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                  |  |                                                                                                                                                                                           
| | 31.1             |  | Certification of the Chief Executive Officer
  pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
  amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| |                  |  |                                                                                                                                                                                           
| | 31.2             |  | Certification of the Chief Financial Officer
  pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
  amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| |                  |  |                                                                                                                                                                                           
| | 32.1             |  | Certification of the Chief Executive Officer
  pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002.                                   
| |                  |  |                                                                                                                                                                                           
| | 32.2             |  | Certification of the Chief Financial Officer
  pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002.                                   

(b)  Reports on Form 8-K

| | The
  Company filed a Current Report under Item 12 of Form 8-K on March 5, 2004 to
  announce the release of the Companys earnings for the fourth quarter and
  year ended December 31, 2003.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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SIGNATURES

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

|                    | GUARANTY BANCSHARES, INC.                                                                                   
|------------------- | ------------------------------------------------------------------------------------------------------------
|                    | (Registrant)                                                                                                
|                    |                                                                                                             
|Date:  May 12, 2004 | By: 
  /s/ Arthur B. Scharlach, Jr.                                                                         
|                    |                                                                                                             
|                    | Arthur B. Scharlach, Jr.
    President
    (Principal Executive Officer)                                    
|                    |                                                                                                             
|                   
|Date:  May 12, 2004 | By: 
  /s/ Clifton A. Payne                                                                                 
|                    |                                                                                                             
|                    | Clifton A. Payne
    Senior Vice President and Chief
    Financial Officer
    (Principal Financial Officer)

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Index
to Exhibits

|Exhibit Number |  | Description
  of Exhibit                                                                                                                                                                  
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                           
|31.1           |  | Certification of the Chief Executive Officer
  pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
  amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|               |  |                                                                                                                                                                                           
|31.2           |  | Certification of the Chief Financial Officer
  pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
  amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|               |  |                                                                                                                                                                                           
|32.1           |  | Certification of the Chief Executive Officer
  pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002.                                   
|               |  |                                                                                                                                                                                           
|32.2           |  | Certification of the Chief Financial Officer
  pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002.                                   

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