As filed with the Securities and Exchange Commission on May 5,  1999

                                             REGISTRATION  NO. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

            TEXAS                                            75-1656431
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                                100 WEST ARKANSAS
                           MOUNT PLEASANT, TEXAS 75455
                                 (903) 572-9881
              (Address of registrant's Principal Executive Offices)

                   GUARANTY BANK EMPLOYEE STOCK OWNERSHIP PLAN
                            (WITH 401(K) PROVISIONS)
                              (Full Title of Plan)

                                  DEVRY GARRETT
                                 GENERAL COUNSEL
                            GUARANTY BANCSHARES, INC.
                                100 WEST ARKANSAS
                           MOUNT PLEASANT, TEXAS 75455
                    (Name, and address of agent for service)

                                  903-572-9881
          (Telephone number, including area code, of agent for service)

                                    COPY TO:

                              WILLIAM T. LUEDKE IV
                          BRACEWELL & PATTERSON, L.L.P.
                           SOUTH TOWER, PENNZOIL PLACE
                        711 LOUISIANA STREET, SUITE 2900
                            HOUSTON, TEXAS 77002-2781
                                 (713) 223-2900

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
                                                                     PROPOSED
                                                                     MAXIMUM                 PROPOSED         AMOUNT OF
         TITLE OF                                AMOUNT TO           OFFERING          MAXIMUM AGGREGATE     REGISTRATION
SECURITIES TO BE REGISTERED                   BE REGISTERED(1)   PRICE PER SHARE (2)   OFFERING PRICE (2)         FEE
------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                  <C>                 <C>                 <C>      
Common Stock, par value $1.00 per share           600,000              $9.875              $5,925,000          $1,647.15
==============================================================================================================================
</TABLE>

(1)   Pursuant to Rule 457(h)(1), the registration fee is calculated with
      respect to shares to be purchased pursuant to the Guaranty Bank Employee
      Stock Ownership Plan (with 401(k) provisions) (the "Plan"). In addition,
      pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
      "Act"), this Registration Statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the Plan which is described
      herein.

(2)   The proposed maximum offering price per share and the proposed maximum
      aggregate offering price are (a) calculated, pursuant to Rule 457(h)(1),
      by multiplying the number of shares to be registered by the average of the
      high and low prices of a share of Common Stock, as reported on The Nasdaq
      Stock Market, Inc., on May 3, 1999, which was $9.875, and (b) provided
      herein for the sole purpose of determining the registration fee.

<PAGE>
                                    PART I


             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  PLAN INFORMATION.*

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     The information required by Items 1 and 2 of Part I of Form S-8 is omitted
      from this Registration Statement in accordance with the Note to Part 1 of
      Form S-8 and Rule 428 promulgated under the Securities Act of 1933,
      as amended (the "Securities Act").


                                     I-1
<PAGE>
                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      Guaranty Bancshares, Inc., a Texas corporation, (the "Company") and the
Guaranty Bank Employee Stock Ownership Plan (with 401(k) provisions) (the
"Plan"), hereby incorporate by reference into this registration statement
(the "Registration Statement"):

            (i)   the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1998, as filed with the Securities and Exchange
                  Commission (the "Commission") on March 12, 1999;

            (ii)  the Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1998, as filed with the Commission on June 29,
                  1998;

            (iii) the Company's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1998, as filed with the Commission on August
                  10, 1998;

            (iv)  the Company's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 1998, as filed with the Commission on
                  November 13, 1998; and

             (v)  the description of the Company's Common Stock, par value $1.00
                  per share, contained in the Company's Form 8-A, dated May 11,
                  1998 including any amendment or report filed for the purpose
                  of updating such description.

      All documents filed by the Company or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), subsequent to the filing date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

      The Company will provide, without charge, to each participant in the Plan,
on written or oral request of such person, a copy of any or all of the documents
(without exhibits, unless such exhibits are specifically incorporated by
reference), incorporated by reference pursuant to this Item 3. All such requests
should be directed to Guaranty Bancshares, Inc., 100 West Arkansas, Mount
Pleasant, Texas 75455, Attention: Devry Garrett, General Counsel, phone number
(903) 572-9881.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company's Amended Articles of Incorporation (the "Articles of
Incorporation") and Amended and Restated Bylaws ("Bylaws") require the Company
to indemnify officers and directors of the Registrant to the fullest


                                     II-1
<PAGE>
extent permitted by Article 2.02-1 of the Texas Business Corporation Act
("TBCA") of the State of Texas. Generally, Article 2.02-1 of the TBCA permits a
corporation to indemnify a person who was, is, or is threatened to be a named
defendant or respondent in a proceeding because the person was or is a director
or officer if it is determined that such person (i) conducted himself in good
faith, (ii) reasonably believed (a) in the case of conduct in his official
capacity as a director or officer of the corporation, that his conduct was in
the corporation's best interests, or (b) in the case of other situations, that
his conduct was at least not opposed to the corporation's best interests, and
(iii) in the case of any criminal proceeding, had no reasonable cause to believe
that his conduct was unlawful. In addition, the TBCA requires a corporation to
indemnify a director or officer for any action that such director or officer is
wholly successful in defending on the merits.

      The Company's Articles of Incorporation provide that a director of the
Company will not be liable to the corporation for monetary damages for an act or
omission in the director's capacity as a director, except to the extent not
permitted by law. Texas law does not permit exculpation of liability in the case
of (i) a breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) an act or omission not in good faith that involves
intentional misconduct or a knowing violation of the law, (iii) a transaction
from which a director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office, (iv) an
act or omission for which the liability of the director is expressly provided by
statute, or (v) an act related to an unlawful stock repurchase or dividend.

      The Company may provide liability insurance for each director and officer
for certain losses arising from claims or changes made against them while acting
in their capabilities as directors or officers of the Company, whether or not
the Company would have the power to indemnify such person against such
liability, as permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

      4.1   Amended Articles of Incorporation of the Company (incorporated by
            reference from Exhibit 3.1 to the Company's Registration Statement
            on Form S-1 Registration No. 333-48959).

      4.2   Amended and Restated Bylaws of the Company (incorporated by
            reference from Exhibit 3.2 to the Company's Registration Statement
            on Form S-1, Registration No. 333-48959).

      4.3*  Guaranty Bancshares, Inc. Employee Stock Ownership Plan (with 401(k)
            provisions).

      4.4*  Amendment Number 1A to the Guaranty Bancshares, Inc. Employee Stock
            Ownership Plan (with 401(k) provisions).

      4.5*  Amendment Number 1B to the Guaranty Bancshares, Inc. Employee Stock
            Ownership Plan (with 401(k) provisions).

      4.6*  Amendment Number 2 to the Guaranty Bancshares, Inc. Employee Stock
            Ownership Plan (with 401(k) provisions).

      4.7*  Amendment Number 3 to the Guaranty Bancshares, Inc. Employee Stock
            Ownership Plan (with 401(k) provisions).

      4.8*  Amendment Number 4 to the Guaranty Bancshares, Inc. Employee Stock
            Ownership Plan (with 401(k) provisions).


                                      II-2
<PAGE>
       23*  Consent of Arnold, Walker, Arnold & Co., P.C.

       24* Power of Attorney (included on page II-5).

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

*Filed Herewith.


ITEM 9.  UNDERTAKINGS.

      A.    The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
            being made, a post-effective amendment to this registration
            statement:

                        (i)  To include any prospectus required by section
                  10(a)(3) of the Securities Act of 1933;

                        (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in this Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high and of the
                  estimated maximum offering range may be reflected in the form
                  of a prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.

                        (iii) To include any material information with respect
                  to the plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in this Registration Statement;

            PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
            section do not apply if the information required to be included in a
            post-effective amendment by those paragraphs is contained in
            periodic reports filed by the registrant pursuant to Section 13 or
            Section 15(d) of the Exchange Act, that are incorporated by
            reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
            the Securities Act, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.

      B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                     II-3
<PAGE>
      C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                           [SIGNATURE PAGE FOLLOWS]



                                     II-4
<PAGE>
                                   SIGNATURES

      THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AMENDED, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS
DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MOUNT PLEASANT,
STATE OF TEXAS ON THE 4TH DAY OF MAY, 1999.



                                    GUARANTY BANCSHARES, INC.
                                         (Registrant)

                                    By: /s/ ARTHUR B. SCHARLACH, JR.
                                            President


                                POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Arthur B. Scharlach, Jr. and Clifton A. Payne with full power to each of them to
act without the other, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities (until
revoked in writing), to sign this Registration Statement and any and all
amendments (including post-effective amendments) thereto, to file the same,
together with all exhibits thereto and documents in connection therewith, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with the applicable state securities authorities, granting unto said
attorney-in-fact and agent, or his or their substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED AND ON THE 4TH DAY OF MAY, 1999.

        SIGNATURE                                TITLE
      -------------                            ----------

    /s/ BILL G. JONES                   Chairman of the Board
        Bill G. Jones

 /s/ ARTHUR B. SCHARLACH, JR.           President and Director
     Arthur B. Scharlach, Jr.           (Principal Executive Officer)

   /s/ CLIFTON A. PAYNE                 Treasurer and Director
       Clifton A. Payne                 (Principal Financial Officer/ Principal
                                        Accounting Officer)

   /s/ JOHN A. CONROY                   Director
       John A. Conroy

   /s/ JONICE CRANE                     Director
       Jonice Crane

  /s/ C. A. HINTON, SR.                 Director
      C. A. Hinton, Sr.

  /s/ RUSSELL L. JONES                  Director
      Russell L. Jones


                                      II-5
<PAGE>
   /s/ WELDON MILLER                    Director
       Weldon Miller

  /s/ D. R. ZACHRY, JR.                 Director
      D. R. Zachry, Jr.


                                      II-6
<PAGE>
                                   SIGNATURES

      THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
PLAN TRUSTEES HAVE DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY
OF MOUNT PLEASANT, STATE OF TEXAS ON THE 4TH DAY OF MAY, 1999.

    
                                   GUARANTY BANCSHARES, INC. EMPLOYEE STOCK
                                       OWNERSHIP (WITH 401(K) PROVISIONS) (PLAN)



                                    By: /s/ DEVRY W. GARRETT
                                    Name: Devry W. Garrett
                                    Title: Trustee
  

                                    By: /s/ RUSSELL L. JONES
                                    Name: Russell L. Jones
                                    Title: Trustee


                                    By: /s/ WELDON MILLER
                                    Name: Weldon Miller
                                    Title: Trustee


                                    By: /s/ CLIFTON A. PAYNE
                                    Name: Clifton A. Payne
                                    Title: Trustee


                                    By: /s/ RICHARD PERRYMAN
                                    Name: Richard Perryman
                                    Title: Trustee


                                    By: /s/ D. R. ZACHRY
                                    Name: D. R. Zachry
                                    Title: Trustee


                                      II-7
<PAGE>
                                  EXHIBIT INDEX

  EXHIBIT NUMBER                          DESCRIPTION

      4.1               Amended and Restated Articles of Incorporation of the
                        Company (incorporated by reference from Exhibit 3.1 to
                        the Company's Registration Statement on Form S-1
                        Registration No. 333-48959).

      4.2               Amended and Restated Bylaws of the Company (incorporated
                        by reference from Exhibit 3.2 to the Company's
                        Registration Statement on Form S-1, Registration No.
                        333- 48959).

      4.3*              Guaranty Bancshares, Inc. Employee Stock Ownership Plan
                        (with 401(K) provisions).

      4.4*              Amendment Number 1A to the Guaranty Bancshares, Inc.
                        Employee Stock Ownership Plan (with 401(k) provisions).

      4.5*              Amendment Number 1B to the Guaranty Bancshares, Inc.
                        Employee Stock Ownership Plan (with 401(k) provisions).

      4.6*              Amendment Number 2 to the Guaranty Bancshares, Inc.
                        Employee Stock Ownership Plan (with 401(k) provisions).

      4.7*              Amendment Number 3 to the Guaranty Bancshares, Inc.
                        Employee Stock Ownership Plan (with 401(k) provisions).

      4.8*              Amendment Number 4 to the Guaranty Bancshares, Inc.
                        Employee Stock Ownership Plan (with 401(k) provisions).

      23*               Consent of Arnold, Walker, Arnold & Co., P.C.

      24*               Power of Attorney (included on page II-5).


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

*Filed Herewith

                                     II-8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23021}]
{"company-data": {"conformed-name": "GUARANTY BANCSHARES INC /TX/", "cik": "0001058867", "assigned-sic": "6022", "irs-number": "751656431", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77783", "film-number": "99611041"}, "business-address": {"street1": "P O BOX 1158", "city": "MT PLEASANT", "state": "TX", "zip": "75456", "phone": "9035729881"}, "mail-address": {"street1": "PO BOX 1158", "city": "MT PLEASANT", "state": "TX", "zip": "75456"}}
As filed with the Securities and Exchange Commission on May 5,  1999

                                             REGISTRATION  NO. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

            TEXAS                                            75-1656431
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                                100 WEST ARKANSAS
                           MOUNT PLEASANT, TEXAS 75455
                                 (903) 572-9881
              (Address of registrant's Principal Executive Offices)

                   GUARANTY BANK EMPLOYEE STOCK OWNERSHIP PLAN
                            (WITH 401(K) PROVISIONS)
                              (Full Title of Plan)

                                  DEVRY GARRETT
                                 GENERAL COUNSEL
                            GUARANTY BANCSHARES, INC.
                                100 WEST ARKANSAS
                           MOUNT PLEASANT, TEXAS 75455
                    (Name, and address of agent for service)

                                  903-572-9881
          (Telephone number, including area code, of agent for service)

                                    COPY TO:

                              WILLIAM T. LUEDKE IV
                          BRACEWELL & PATTERSON, L.L.P.
                           SOUTH TOWER, PENNZOIL PLACE
                        711 LOUISIANA STREET, SUITE 2900
                            HOUSTON, TEXAS 77002-2781
                                 (713) 223-2900

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

                         CALCULATION OF REGISTRATION FEE
==============================================================================================================================
                                                                     PROPOSED
                                                                     MAXIMUM                 PROPOSED         AMOUNT OF
         TITLE OF                                AMOUNT TO           OFFERING          MAXIMUM AGGREGATE     REGISTRATION
SECURITIES TO BE REGISTERED                   BE REGISTERED(1)   PRICE PER SHARE (2)   OFFERING PRICE (2)         FEE
------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share           600,000              $9.875              $5,925,000          $1,647.15
==============================================================================================================================
(1)   Pursuant to Rule 457(h)(1), the registration fee is calculated with
      respect to shares to be purchased pursuant to the Guaranty Bank Employee
      Stock Ownership Plan (with 401(k) provisions) (the "Plan"). In addition,
      pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
      "Act"), this Registration Statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the Plan which is described
      herein.

(2)   The proposed maximum offering price per share and the proposed maximum
      aggregate offering price are (a) calculated, pursuant to Rule 457(h)(1),
      by multiplying the number of shares to be registered by the average of the
      high and low prices of a share of Common Stock, as reported on The Nasdaq
      Stock Market, Inc., on May 3, 1999, which was $9.875, and (b) provided
      herein for the sole purpose of determining the registration fee.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  PLAN INFORMATION.*

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     The information required by Items 1 and 2 of Part I of Form S-8 is omitted
      from this Registration Statement in accordance with the Note to Part 1 of
      Form S-8 and Rule 428 promulgated under the Securities Act of 1933,
      as amended (the "Securities Act").

                                     I-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      Guaranty Bancshares, Inc., a Texas corporation, (the "Company") and the
Guaranty Bank Employee Stock Ownership Plan (with 401(k) provisions) (the
"Plan"), hereby incorporate by reference into this registration statement
(the "Registration Statement"):

            (i)   the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1998, as filed with the Securities and Exchange
                  Commission (the "Commission") on March 12, 1999;

            (ii)  the Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1998, as filed with the Commission on June 29,
                  1998;

            (iii) the Company's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1998, as filed with the Commission on August
                  10, 1998;

            (iv)  the Company's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 1998, as filed with the Commission on
                  November 13, 1998; and

             (v)  the description of the Company's Common Stock, par value $1.00
                  per share, contained in the Company's Form 8-A, dated May 11,
                  1998 including any amendment or report filed for the purpose
                  of updating such description.

      All documents filed by the Company or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), subsequent to the filing date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

      The Company will provide, without charge, to each participant in the Plan,
on written or oral request of such person, a copy of any or all of the documents
(without exhibits, unless such exhibits are specifically incorporated by
reference), incorporated by reference pursuant to this Item 3. All such requests
should be directed to Guaranty Bancshares, Inc., 100 West Arkansas, Mount
Pleasant, Texas 75455, Attention: Devry Garrett, General Counsel, phone number
(903) 572-9881.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company's Amended Articles of Incorporation (the "Articles of
Incorporation") and Amended and Restated Bylaws ("Bylaws") require the Company
to indemnify officers and directors of the Registrant to the fullest

                                     II-1
extent permitted by Article 2.02-1 of the Texas Business Corporation Act
("TBCA") of the State of Texas. Generally, Article 2.02-1 of the TBCA permits a
corporation to indemnify a person who was, is, or is threatened to be a named
defendant or respondent in a proceeding because the person was or is a director
or officer if it is determined that such person (i) conducted himself in good
faith, (ii) reasonably believed (a) in the case of conduct in his official
capacity as a director or officer of the corporation, that his conduct was in
the corporation's best interests, or (b) in the case of other situations, that
his conduct was at least not opposed to the corporation's best interests, and
(iii) in the case of any criminal proceeding, had no reasonable cause to believe
that his conduct was unlawful. In addition, the TBCA requires a corporation to
indemnify a director or officer for any action that such director or officer is
wholly successful in defending on the merits.

      The Company's Articles of Incorporation provide that a director of the
Company will not be liable to the corporation for monetary damages for an act or
omission in the director's capacity as a director, except to the extent not
permitted by law. Texas law does not permit exculpation of liability in the case
of (i) a breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) an act or omission not in good faith that involves
intentional misconduct or a knowing violation of the law, (iii) a transaction
from which a director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office, (iv) an
act or omission for which the liability of the director is expressly provided by
statute, or (v) an act related to an unlawful stock repurchase or dividend.

      The Company may provide liability insurance for each director and officer
for certain losses arising from claims or changes made against them while acting
in their capabilities as directors or officers of the Company, whether or not
the Company would have the power to indemnify such person against such
liability, as permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

      4.1   Amended Articles of Incorporation of the Company (incorporated by
            reference from Exhibit 3.1 to the Company's Registration Statement
            on Form S-1 Registration No. 333-48959).

      4.2   Amended and Restated Bylaws of the Company (incorporated by
            reference from Exhibit 3.2 to the Company's Registration Statement
            on Form S-1, Registration No. 333-48959).

      4.3*  Guaranty Bancshares, Inc. Employee Stock Ownership Plan (with 401(k)
            provisions).

      4.4*  Amendment Number 1A to the Guaranty Bancshares, Inc. Employee Stock
            Ownership Plan (with 401(k) provisions).

      4.5*  Amendment Number 1B to the Guaranty Bancshares, Inc. Employee Stock
            Ownership Plan (with 401(k) provisions).

      4.6*  Amendment Number 2 to the Guaranty Bancshares, Inc. Employee Stock
            Ownership Plan (with 401(k) provisions).

      4.7*  Amendment Number 3 to the Guaranty Bancshares, Inc. Employee Stock
            Ownership Plan (with 401(k) provisions).

      4.8*  Amendment Number 4 to the Guaranty Bancshares, Inc. Employee Stock
            Ownership Plan (with 401(k) provisions).

                                      II-2
23*  Consent of Arnold, Walker, Arnold & Co., P.C.

       24* Power of Attorney (included on page II-5).

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

*Filed Herewith.

ITEM 9.  UNDERTAKINGS.

      A.    The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
            being made, a post-effective amendment to this registration
            statement:

                        (i)  To include any prospectus required by section
                  10(a)(3) of the Securities Act of 1933;

                        (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in this Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high and of the
                  estimated maximum offering range may be reflected in the form
                  of a prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.

                        (iii) To include any material information with respect
                  to the plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in this Registration Statement;

            PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
            section do not apply if the information required to be included in a
            post-effective amendment by those paragraphs is contained in
            periodic reports filed by the registrant pursuant to Section 13 or
            Section 15(d) of the Exchange Act, that are incorporated by
            reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
            the Securities Act, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.

      B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                     II-3
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                           [SIGNATURE PAGE FOLLOWS]

                                     II-4
SIGNATURES

      THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AMENDED, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS
DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MOUNT PLEASANT,
STATE OF TEXAS ON THE 4TH DAY OF MAY, 1999.

                                    GUARANTY BANCSHARES, INC.
                                         (Registrant)

                                    By: /s/ ARTHUR B. SCHARLACH, JR.
                                            President

                                POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Arthur B. Scharlach, Jr. and Clifton A. Payne with full power to each of them to
act without the other, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities (until
revoked in writing), to sign this Registration Statement and any and all
amendments (including post-effective amendments) thereto, to file the same,
together with all exhibits thereto and documents in connection therewith, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with the applicable state securities authorities, granting unto said
attorney-in-fact and agent, or his or their substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED AND ON THE 4TH DAY OF MAY, 1999.

        SIGNATURE                                TITLE
      -------------                            ----------

    /s/ BILL G. JONES                   Chairman of the Board
        Bill G. Jones

 /s/ ARTHUR B. SCHARLACH, JR.           President and Director
     Arthur B. Scharlach, Jr.           (Principal Executive Officer)

   /s/ CLIFTON A. PAYNE                 Treasurer and Director
       Clifton A. Payne                 (Principal Financial Officer/ Principal
                                        Accounting Officer)

   /s/ JOHN A. CONROY                   Director
       John A. Conroy

   /s/ JONICE CRANE                     Director
       Jonice Crane

  /s/ C. A. HINTON, SR.                 Director
      C. A. Hinton, Sr.

  /s/ RUSSELL L. JONES                  Director
      Russell L. Jones

                                      II-5
/s/ WELDON MILLER                    Director
       Weldon Miller

  /s/ D. R. ZACHRY, JR.                 Director
      D. R. Zachry, Jr.

                                      II-6
SIGNATURES

      THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
PLAN TRUSTEES HAVE DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY
OF MOUNT PLEASANT, STATE OF TEXAS ON THE 4TH DAY OF MAY, 1999.

    
                                   GUARANTY BANCSHARES, INC. EMPLOYEE STOCK
                                       OWNERSHIP (WITH 401(K) PROVISIONS) (PLAN)

                                    By: /s/ DEVRY W. GARRETT
                                    Name: Devry W. Garrett
                                    Title: Trustee
  

                                    By: /s/ RUSSELL L. JONES
                                    Name: Russell L. Jones
                                    Title: Trustee

                                    By: /s/ WELDON MILLER
                                    Name: Weldon Miller
                                    Title: Trustee

                                    By: /s/ CLIFTON A. PAYNE
                                    Name: Clifton A. Payne
                                    Title: Trustee

                                    By: /s/ RICHARD PERRYMAN
                                    Name: Richard Perryman
                                    Title: Trustee

                                    By: /s/ D. R. ZACHRY
                                    Name: D. R. Zachry
                                    Title: Trustee

                                      II-7
EXHIBIT INDEX

  EXHIBIT NUMBER                          DESCRIPTION

      4.1               Amended and Restated Articles of Incorporation of the
                        Company (incorporated by reference from Exhibit 3.1 to
                        the Company's Registration Statement on Form S-1
                        Registration No. 333-48959).

      4.2               Amended and Restated Bylaws of the Company (incorporated
                        by reference from Exhibit 3.2 to the Company's
                        Registration Statement on Form S-1, Registration No.
                        333- 48959).

      4.3*              Guaranty Bancshares, Inc. Employee Stock Ownership Plan
                        (with 401(K) provisions).

      4.4*              Amendment Number 1A to the Guaranty Bancshares, Inc.
                        Employee Stock Ownership Plan (with 401(k) provisions).

      4.5*              Amendment Number 1B to the Guaranty Bancshares, Inc.
                        Employee Stock Ownership Plan (with 401(k) provisions).

      4.6*              Amendment Number 2 to the Guaranty Bancshares, Inc.
                        Employee Stock Ownership Plan (with 401(k) provisions).

      4.7*              Amendment Number 3 to the Guaranty Bancshares, Inc.
                        Employee Stock Ownership Plan (with 401(k) provisions).

      4.8*              Amendment Number 4 to the Guaranty Bancshares, Inc.
                        Employee Stock Ownership Plan (with 401(k) provisions).

      23*               Consent of Arnold, Walker, Arnold & Co., P.C.

      24*               Power of Attorney (included on page II-5).

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

*Filed Herewith

                                     II-8