GUARANTY BANCSHARES HOLDING CORP
8-K, 1997-05-02
STATE COMMERCIAL BANKS
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               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:                         April 30, 1997
(Date of earliest event reported):      (April 28,1997)

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>

Item 5.  Other Events

    Guaranty Bancshares Holding Corporation (the "Company") and
its subsidiary Guaranty Bank & Trust Company of Morgan City (the
"Bank") will negotiate with MC Bancshares Incorporated ("MC
Bancshares") and its subsidiary MC Bank & Trust Co. ("MC Bank") 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.  A definitive agreement will have to be
approved by the boards of both institutions as a condition to
completing the transaction and the closing would be subject to
regulatory approval, approval by the shareholders of the Company
and other conditions.

Item 7.  Exhibits,

     99.  Press release dated April 28, 1997.


<PAGE>

                         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: April 30, 1997        By: (Lee A. Ringeman)
                                Name:  Lee A. Ringeman
                                Title: Executive Vice President





April 28, 1997

Brooks Blakeman, the Chairman of Guaranty Bancshares Holding
Corporation and Guaranty Bank & Trust Company, and Wallace
Carline, the Chairman of MC Bancshares, Incorporated and MC Bank
& Trust Co., announced today that the institutions will negotiate
a definitive agreement for the acquisition of Guaranty Bancshares
Holding Corporation and Guaranty Bank & Trust Company by MC
Bancshares, Incorporated and MC Bank & Trust Co. for cash
consideration of $7,500,000.  Such a definitive agreement would
have to be approved by the Board of each institution as a
condition to the consummation of the transaction.  Closing would
also be subject to customary conditions, including regulatory
approval and approval by the shareholders of Guaranty Bancshares
Holding Corporation.

Guaranty Bancshares Holding Corporation is located in Morgan
City, Louisiana, where it operated its wholly-owned subsidiary
Guaranty Bank & Trust Co.  Guaranty Bank & Trust Co. presently
operates 3 full service offices in the parishes of St. Mary &
Lafayette.

MC Bancshares, Incorporated is also located in Morgan City,
Louisiana, where it operates its wholly-owned subsidiary MC Bank
& Trust Co.  MC Bank & Trust Co. operates 4 full service offices
in the parish of St. Mary.



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