NOTICE OF POSTPONEMENT OF ANNUAL MEETING OF SHAREHOLDERS
             ORIGINALLY SCHEDULED FOR JUNE 17, 1996



TO THE SHAREHOLDERS OF GUARANTY BANCSHARES CORPORATION:

     The Annual Meeting of the shareholders of Guaranty Bancshares
Corporation (Guaranty Bancshares) that was to be held in the
Board of Directors Room on the second floor of the Guaranty Bank
& Trust Building, 1201 Brashear Avenue, Morgan City, Louisiana at
1:00 PM on June 17, 1996 is hereby canceled and postponed.  Please
discard the Proxy that was enclosed with the Notice of Annual
Meeting of Shareholders and Proxy Statement dated May 23, 1996 that
you already received.

     At a later date we will send you a Notice of Annual Meeting
of Shareholders of Guaranty Bancshares which will establish a new
date and time for the 1996 Annual Meeting of Shareholders.  We will
also send you a new Proxy.  If you do not intend to be present in
person at the Annual Meeting, please sign and promptly return the
Proxy that will be sent you along with the new Notice of the Annual
Meeting.  If you change your mind and decide to attend the Annual
Meeting and vote in person, the Proxy that you send back will not
be used.

                              By Order of the Board of Directors



                              Wiley Magee
                              Secretary