Mail Stop 4561

      September 9, 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.
	Amendment No. 1 to Schedule 13E-3 filed August 22, 2005
	File No. 005-55603
	Amendment No. 1 to Preliminary Proxy Statement on Schedule
14A
	File No. 000-24235

Dear Mr. Abston:

      We have reviewed your amended 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 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.

Opinion of Independent Financial Advisor, page 20

1. We note your response to our prior comment 24.  Please revise
to
clarify how Hoefer & Arnett derived the ultimate value of $24 from
the various methods used, so that investors may better understand
their analysis.  In this regard, you should specifically disclose
the
"weightings" assigned to each of the valuation techniques and
clearly
explain how each of the valuation techniques was considered to
reach
the fair value of $24.00.  Also, to the extent that it will
enhance
your disclosure, you should also provide the calculations used to
derive the fair value.

2. We note your response to prior comment 27.  However, in light
of
the significance of the future performance of the company to those
shareholders who are being cashed out, please disclose all
material
projections provided by the company to Hoefer & Arnett.  If you
believe there are no material differences between the projections
provided by the company and those found in exhibit (c)(ii) of the
Schedule 13E-3, please provide us with the company`s projections
for
our review.

Proxy Card

3. Please revise the proxy card to clarify that it is in
preliminary
form.

*      *      *
Closing Comments

      As appropriate, please amend your proxy statement and
Schedule
13E-3 filing 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and the rules promulgated thereunder, and
that
they have provided all information investors require for an
informed
investment 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 each filing person acknowledging
that:

* the filing person 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 filings person may not assert staff comments as a 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 our review of your filing or in
response to our comments on your filing.


*      *      *
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.

	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
September 9, 2005
Page 3