8-K

   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                        Securities Exchange Act of 1934


Date of Report:                                                     July 2, 1997
(Date of earliest event reported):                               (June 24, 1997)


Guaranty Bancshares Holding Corporation
(Exact name of registrant as specified in its charter)


Louisiana                     0-10929                        72-0933277         
(State or other               (Commission File No.)          (IRS Employer      
jurisdiction of                                              Identification No.)
Incorporation)                                              


1201 Brashear Avenue, Morgan City, Louisiana                     70380     
(Address of principal executive offices)                         (Zip Code)
                                                             

(504) 384-2813
(Registrant's telephone number, including area code)

None
(Former name or former address, if changed since last report)


                                  Page 1 of 3
   2
Item 5. Other Events

     Guaranty Bancshares Holding Corporation (the "Company") and its subsidiary
Guaranty Bank & Trust Company of Morgan City (the "Bank") and MC Bancshares
Incorporated ("MC Bancshares") and its subsidiary MC Bank & Trust Co. ("MC
Bank") have executed a definitive agreement for the acquisition of the Company
and the Bank by MC Bancshares and MC Bank for cash consideration consisting of
$7,500,000, subject to adjustment as provided in the agreement. A closing
pursuant to the agreement is subject to regulatory approval, approval by the
shareholders of the Company and other conditions.

Item 7. Exhibits

     99.1   Press release dated June 28, 1997.




                                  Page 2 of 3


   3


                                   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 hereunto duly authorized.

                                        GUARANTY BANCSHARES HOLDING
                                        CORPORATION
                                        (Registrant)


Date: July 2, 1997                      By:  /s/ LEE A. RINGEMAN
                                           ----------------------------------
                                           Name: Lee A. Ringeman
                                           Title: Executive Vice President




                                  Page 3 of 3
   4
                              INDEX TO EXHIBITS





EXHIBIT
NUMBER                   DESCRIPTION
- -------                  -----------
           
 99.1         Press release dated June 28, 1997.

EX-99.1

   1
                                                                    EXHIBIT 99.1




                    M C Bank to Acquire Guaranty Bancshares


                                  News Release
                                 June 28, 1997


Morgan City, Louisiana. Wallace Carline, Chairman of the Board of MC
Bancshares, Inc., and M C Bank and Trust Company, and Brooks Blakeman, Chairman
of the Board of Guaranty Bancshares Holding Corporation and Guaranty Bank and
Trust Company of Morgan City, announced the negotiation of a definitive
agreement for the acquisition of Guaranty Bancshares and Guaranty Bank by MC
Bank.

     The definitive agreement was approved by the boards of the participating
institutions on June 24, 1997.

     Under the terms of the agreement, M C Bank will pay cash in the amount of
$7,500,000 subject to adjustment as provided in the agreement. The acquisition
is expected to be consummated during the fourth quarter of 1997, pending
Guaranty Bancshares' shareholder approval, regulatory approval and other
customary conditions of closing.

     M C Bank has four full service banking offices in St. Mary Parish,
Louisiana. At May 31, 1997, M C Bank had total assets of approximately
$108,559,000, total deposits of approximately $90,946,000, total loans of
approximately $43,959,000, and total stockholders' equity of approximately
$13,995,000.

     Guaranty Bank has two full service banking offices in St. Mary Parish,
Louisiana, and one full service banking office in Lafayette Parish, Louisiana.
At May 31, 1997, Guaranty Bank had total assets of approximately $64,000,000,
total deposits of approximately $51,792,000, total loans of approximately
$35,990,000, and total stockholders' equity of approximately $5,747,000.

     Mr. Blakeman stated, "We are pleased at the prospect of the affiliation of
these two banks. We believe the combination of these two community banks will
better serve our community and benefit our stockholders."

     Mr. Carline stated, "We believe that the combined institution will be
better able to serve our existing community and customers, and that the
proposed acquisition will benefit our banking enterprise and its shareholders
through the expansion into the Lafayette marketplace."