Mail Stop 4561

      August 10, 2005


By U.S. Mail and Facsimile to (713) 221-1576

Tyson T. Abston
President
Guaranty Bancshares, Inc.
100 W. Arkansas
Mt. Pleasant, Texas 75455

Re:	Guaranty Bancshares, Inc.
	Schedule 13E-3 filed July 11, 2005
	File No. 005-55603
	Preliminary Proxy Statement on Schedule 14A
	File No. 000-24235

Dear Mr. Abston:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Schedule 13E-3

General
1. Each filing person must individually comply with the filing,
dissemination and disclosure requirements of Schedule 13E-3.
Therefore, you will need to revise the disclosure to include all
of
the information required by Schedule 13E-3 and its instructions
for
GB Facilitation and the other Guaranty affiliates since you have
included them as filing persons.  This includes, but is not
limited
to, its purposes for, alternatives considered to, reasons for
engaging in the going private transaction and interests in
securities
of the subject company, including securities transactions during
the
past 60 days.  See Question and Answer No. 5 of Exchange Act
Release
No. 34-17719 (April 13, 1981).

Preliminary Proxy Statement on Schedule 14A

2. Please revise the proxy statement to clarify that it is in
preliminary form.

3. We note that you have not yet included your proxy card in your
filing.  Please file your proxy card in preliminary form with your
revised proxy statement. Your filed proxy card should comply with
Rule 14a-6(e)(1) of the proxy rules.

Cover Page

4. Eliminate the use of defined terms on the cover page and in the
forepart of the document.

5. Disclose here or in the letter to shareholders that management
owns 32% of the voting stock and whether they have indicated how
they
will vote.

6. Disclose prominently here or in the letter to shareholders that
dissenters` rights are available to shareholders who perfect
dissenters` rights.

Summary Term Sheet, page 1

General

7. Substantially revise the summary term sheet to limit it to a
brief
description in bullet point format of the most material terms of
the
transaction, such as each filing person`s fairness determination
with
respect to each group of unaffiliated shareholders. Consider
putting
the fairness section on page 1 or 2.  Also, revise to eliminate
overlap with the Q&A and to order the disclosure so that the
information of most interest to shareholders appears before other
information.  The Q&A could be limited to procedural matters
relating
to the shareholders meeting.  Refer to Item 1001 of Regulation M-
A.
8. Please revise to more prominently identify the other filing
parties engaged in this transaction.  In this regard, you should
clarify that the executive officers and directors of Guaranty and
GB
Facilitation are affiliates engaged in the transaction and filing
persons on the Schedule 13E-3.  Also, revise to summarize the
interests of your executive officers and directors in the merger
and
emphasize any interests that differ from the unaffiliated security
holders.

9. We note that Guaranty has in the past paid dividends on a
fairly
regular basis. Given that some unaffiliated shareholder will
continue
to own an equity stake in the company going forward, discuss in
the
Summary Term Sheet section the impact of the merger on its ability
or
future intent to pay dividends.

What You Will Receive in the Merger, page 1

10. Expand the discussion of how you may aggregate shares for
purposes of determining who will be cashed out in the merger.
Explain
the basis upon which such determination will be made, and note
whether shareholders may have a say in your decision. We note the
disclosure later in the proxy statement on page 8, which seems to
imply that you will not generally aggregate.

Fairness of the Transaction, page 4

11. In the Summary Term Sheet, provide a statement as to all other
filing person`s belief as to the fairness of the merger to
unaffiliated shareholders.

Proposed Amendment to Articles of Incorporation, page 4

12. Expand this section to briefly discuss the parameters of the
company`s right of first refusal on share transfers. That is,
discuss
the thirty-day notice period shareholders will be required to
provide, and the fact that the price to be paid by the company
will
be set by a third party other than the shareholder.

Shares Entitled to Vote; Quorum and Vote Required, page 5

13. Please revise to also disclose the number and percentage of
outstanding shares held by unaffiliated security holders that must
be
voted in favor of the merger in order to approve the transaction.
Also, note that officers and directors who hold shares have stated
they intend to vote in favor of the merger.

A Warning About Forward Looking Statements, page 6

14. We note your reference to the Private Securities Litigation
Reform Act.  Section 27A(b)(1)(E) of the Securities Act of 1933
and
Section 21E(b)(1)(E) of the Securities Exchange Act of 1934
expressly
state that the safe harbor for forward looking statements does not
apply to statements made in connection with going private
transactions.  Please revise.

15. Expand the statement regarding updating to clarify that you
have
a duty to update this document to reflect a material change in
information previously disclosed, as required by Rule 13e-3(d)(2)
and
(e)(2).

Q&A, page 7

May I Vote in Person, page 8

16. The second sentence in this section doesn`t appear to belong
here, where you are discussing voting in person.  Moreover, it
confuses the issue of the effect of attending the meeting and
voting
in person for those who have previously submitted a proxy.  Please
delete or revise.

Special Factors, page 10

Purpose and Reasons for the Merger, page 10

17. We note the disclosure in the third paragraph on page 10 and
in
the last paragraph on page 43.  Clarify the company`s reporting
obligations after the 13E-3 transaction. For example, the
requirements of the Williams Act do not cease until 90 days after
you
file a Form 15.

18. We note that the estimated costs of securities law compliance
is
$350,000.  To the extent practicable, please quantify your current
costs.

Background of the Merger, page 13

19. We refer you to the oral report presented by Hoefer & Arnett
valuing your shares on June 7, 2005.  Provide us, with a view
toward
disclosure, with a summary of this oral report to the Staff.  To
the
extent material differences exist between these oral reports
valuing
your shares and the report received from Hoefer & Arnett as of May
17, 2005, your information statement should summarize the
differences.  Note that Item 1015 of Regulation M-A encompasses
both
oral and written reports that are materially related to this
transaction.  Also, please confirm that you have filed all written
reports as exhibits to your Schedule 13E-3.  Refer to Item 1016(c)
of
Regulation M-A.

Recommendation of the Board of Directors; Fairness of the Merger
Proposal, page 16

20. We refer you to the discussion of earnings on page 18.  In
particular, we note that you disclose that the board considered
the
reported net income for the three years ended December 31, 2002,
2003
and 2004 and Guaranty`s earnings for the first three months of
2005.
Please expand this disclosure to more clearly explain and discuss
how
these factors contributed to the board`s fairness determination.

21. You disclose that the board did not distinguish between
transactions in your common stock involving directors and
executive
officers and those not involving such persons. The meaning of this
statement is not clear. Please expand to disclose the basis for
the
board`s determination not to differentiate these transactions.
That
is, were these transactions by affiliates somehow different from
those conducted between other shareholders? If so, why should they
be
discounted?

Opinion of Independent Financial Advisor, page 20

22. Briefly explain why Hoefer & Arnett used these methodologies
for
valuing the company, as opposed to other available means of
determining the fairness of the transaction to Guaranty`s
unaffiliated security holders.

23. Please expand your disclosure for each methodology to discuss
the
meaning of each range and how they impact or relate to the
determination that the transaction is fair.  In this regard,
explain
in narrative form what each analysis is intended to show and how
it
supports Hoefer & Arnett`s conclusion.

24. We note that Hoefer & Arnett`s independent valuation report
provided that the fair value of the common stock was $24.00 per
share.  In view of the fact that Hoefer & Arnett utilized a number
of
different valuation methods, explain how it derived the ultimate
value of $24.00 per share.  Your expanded disclosure should
address
the fact that some of the valuation methodologies include ranges
with
higher and lower implied values per share.

25. We note that Hoefer & Arnett conducted an analysis of
publicly-
traded banking organizations.  Expand the disclosure to identify
the
companies that were compared in this analysis and explain the
basis
for Hoefer & Arnett`s belief that the companies are comparable.

26. We note the statement that the fairness opinion is for the use
and benefit of the board of directors.  Please revise to avoid the
implication that the opinion cannot be relied upon by investors of
the company.

27. Please disclose the financial projections and underlying
assumptions of the company that were supplied to Hoefer & Arnett
and
used to formulate its opinion. We note the statements made in the
second paragraph on page 21 regarding public disclosure. We also
note
the projections in exhibit (c) (ii) of your Schedule 13E-3.  To
the
extent that the projections that have been disclosed and will be
disclosed have not been prepared in accordance with GAAP, advise
us
what consideration you have given to whether they require
additional
disclosure pursuant to Rule 100(a) of Regulation G.



Effects of the Merger on Shareholders Generally, page 25

28. Please revise to ensure that you include a materially complete
discussion of the detriments of the merger to your security
holders.
See Instruction 2 to Item 1013 of Regulation M-A.  For example, it
appears that one of the adverse effects of the merger will be that
unaffiliated security holders who will be cashed-out must
surrender
their shares involuntarily in exchange for a cash price determined
by
the board.  Therefore, security holders will not have the right,
as a
result of the merger, to dispose of their shares at a time and for
a
price of their choosing.  Please revise the body of your
disclosure
and your summary term sheet to address this and any other
detrimental
effects of this transaction on your security holders.

Interests of Executive Officers and Directors in the Merger, page
28
29. Please confirm that your affiliates, including your directors
and/or executive officers, will not receive any compensation or
benefits as a result of this transaction, that will differ from
your
unaffiliated security holders.  Also, confirm that your directors
and
executive officers will not be compensated any differently
following
this merger and that there will not be any material alterations to
any agreement with your executive officers that will be favorable
to
them.

Material U.S. Federal Income Tax Consequences, page 29

30. Please remove the reference that this discussion "is only for
general information."  Security holders are entitled to rely upon
the
discussion.

31. Describe the federal income tax consequences of the Split
Transaction on the Company. See Item 1013(d) of Regulation M-A.

Where you Can find More Information, page 54

32. Neither Rule 13e-3 nor Schedule 14A allow you to forward
incorporate by reference to documents not yet filed.  If you wish
to
incorporate by reference such future filings, you must amend to
specifically name them. Please remove the last paragraph beginning
on
page 54 and ending on the top of page 55.

*      *      *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      Please contact Gregory Dundas at (202) 551-3436 or me at
(202)
551-3448 with any other questions.

						Sincerely,



Jessica Livingston
Senior Counsel


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Guaranty Bancshares, Inc.
Tyson T. Abston
August 10, 2005
Page 7