UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 8-A



               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


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


                TEXAS                             75-1656431
       (State of incorporation        (I.R.S. Employer Identification No.)
           or organization)


           100 WEST ARKANSAS
         MOUNT PLEASANT, TEXAS                      75456
(Address of principal executive offices)         (Zip Code)


     If this Form relates to the registration of a class of  securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [_]

     If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]

     Securities Act registration statement file number to which this form
relates:  333-48959.

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

                                     None.

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

            Title of each class               Name of each exchange on which
            to be so registered               each class is to be registered
                                                         
  COMMON STOCK, PAR VALUE $1.00 PER SHARE         NASDAQ NATIONAL MARKET

 
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     The Registrant incorporates by reference herein the information set forth
under the caption "Description of Securities of the Company" set forth in its
preliminary prospectus dated May 6, 1998 included in Amendment No.1 to its
Registration Statement on Form S-1  (Registration No. 333-48959), filed with the
Securities and Exchange Commission (the "Commission") on May 6, 1998, as such
information may be amended in the final prospectus included or deemed to be
included in such Registration Statement, as hereafter amended, in the form
declared effective by the Commission (the "Registration Statement").  This Form
8-A is filed to register the Registrant's class of Common Stock pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), concurrently with the registration of shares of Common Stock under the
Securities Act of 1933, as amended ("Securities Act"), and in accordance with
Rule 12d1-2 promulgated under the Exchange Act, will become effective
concurrently with the effectiveness of the Registration Statement under the
Securities Act.

ITEM 2.  EXHIBITS.

     The exhibits below are incorporated herein by reference to the exhibit of
the same number in the Registrant's registration statement on Form S-1, as
amended (Registration No. 333-48959) filed with the Commission.


3.1  Amended Articles of Incorporation of Guaranty Bancshares, Inc.

3.2  Amended and Restated Bylaws of Guaranty Bancshares, Inc.

4    Form of Certificate representing shares of Common Stock, par value $1.00
     per share.

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                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                    GUARANTY BANCSHARES, INC.



                                    By:/s/ Arthur B. Scharlach, Jr.
                                    Name: Arthur B. Scharlach, Jr.
                                    Title:   President



Date: May 11, 1998

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