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May 29, 1998
VIA EDGAR
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Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Withdrawal of Post-Effective Amendment filed for Guaranty Bancshares,
Inc. (the "Company"), File No. 333-48959
Ladies and Gentlemen:
The purpose of this letter is to request withdrawal of Post-Effective Amendment
No. 1 (the "Amendment") to the Company's Registration Statement on Form S-1.
The purpose of the Amendment was to increase the number of shares to be offered
by the Company from 350,000 to 365,000. It was later decided that the offering
would remain at 350,000 shares and, therefore, the Amendment is unnecessary.
Thank you for your assistance. Should you have any questions, please contact me
at (713) 221-1576 or Duncan W. Stewart at (713) 221-1115.
Very truly yours,
Bracewell & Patterson, L.L.P.
/s/ Charlotte M. Rasche
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Charlotte M. Rasche
/cmr
cc: Mr. Devry Garrett
Guaranty Bancshares, Inc.
100 West Arkansas
Mount Pleasant, Texas 75456
Mr. William T. Luedke IV
Bracewell & Patterson, L.L.P.
