As filed with the Securities and Exchange Commission on February 28, 2000.

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                        Guaranty Federal Bancshares, Inc.
                -------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Delaware                                        43-1792717
------------------------------------------      --------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)

                               1341 W. Battlefield
                           Springfield, Missouri 65807
                     ---------------------------------------
                    (Address of principal executive offices)

         Guaranty Federal Bancshares, Inc. 2000 Stock Compensation Plan
         --------------------------------------------------------------

                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                        Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                    ----------------------------------------
            (Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
============================================================================================================================
Title of                                         Proposed Maximum         Proposed Maximum             Amount of
Securities to                Amount to be            Offering            Aggregate Offering           Registration
be Registered               Registered (1)        Price Per Share             Price (2)                 Fee (2)
-------------               --------------        ---------------             ----------               --------
<S>                        <C>                         <C>                   <C>                        <C>
Common Stock
$0.10 par value
per share                   25,000 shares               (2)                   $262,501                   $69.30
============================================================================================================================
</TABLE>

(1)      The maximum number of shares of common stock issuable upon awards to be
         granted  under  the  Guaranty  Federal  Bancshares,   Inc.  2000  Stock
         Compensation  Plan consists of 25,000 shares which are being registered
         under this  Registration  Statement and for which a registration fee is
         being paid. Additionally,  an indeterminate number of additional shares
         which may be  offered  and issued to prevent  dilution  resulting  from
         stock splits, dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 25,000  shares are being  registered
         hereby,  of which 17,875 shares are under option at a weighted  average
         exercise  price of $10.50 per share  ($187,688 in the  aggregate).  The
         remainder of such shares,  which are not  presently  subject to options
         (7,125  shares),  are being  registered  based  upon the based upon the
         average of the high and low selling  prices of the Common  Stock of the
         Registrant  as reported on the Nasdaq  National  Market on February 23,
         2000,  of $10.50  per share  ($74,813  in the  aggregate),  for a total
         offering of $262,501.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 25,000
shares of Guaranty  Federal  Bancshares,  Inc. (the  "Company" or  "Registrant")
common  stock,  $0.10 par  value per share  (the  "Common  Stock")  issuable  to
employees,  officers  and  directors  of the  Registrant  or its  subsidiary  as
compensation  for services in accordance with the Guaranty  Federal  Bancshares,
Inc.  2000 Stock  Compensation  Plan (the "Plan")  under which 25,000 shares are
issuable.  Under  the  Plan,  up to 7,125  shares  may be  awarded  as shares of
restricted Common Stock. The remainder of the shares reserved under the Plan not
issued as  restricted  Common Stock may be issued as options to purchase  Common
Stock.  Documents  containing  the  information  required  by  Part  I  of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  November  6, 1997 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
June 30, 1999, as filed with the Commission;

         (b) The Company's  Quarterly Report on Form 10-Q for the quarters ended
December 31, 1999,  and  September  30,  1999,  respectively,  as filed with the
Commission; and

         (c) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
November 6, 1997.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment 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.

                                        2
<PAGE>
Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Section  145  of  the  Delaware  General  Corporation  Act  sets  forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         The Certificate of Incorporation of the Registrant (the  "Certificate")
requires  indemnification  of  directors,  officers and employees to the fullest
extent  permitted by Delaware  law and limits the  liability of directors to the
fullest extent permitted by Delaware law.

         The  Registrant  may purchase  and maintain  insurance on behalf of any
person who is or was a director,  officer,  employee, or agent thereof or who is
or was serving at the request of the Registrant as a director, officer, employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity  or  arising  out of his  status  as  such,  whether  or not  the
Registrant  would have the power to indemnify him against such  liability  under
the provisions of the Certificate.

         A result of such  provisions  could be to increase  the expenses of the
Registrant and  effectively  reduce the ability of stockholders to sue on behalf
of the  Registrant  since  certain  suits could be barred or amounts  that might
otherwise be obtained on behalf of the Registrant could be required to be repaid
by the registrant to an indemnified party.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

                                        3
<PAGE>
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 1933 Act;

                    (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 the
                    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 the Registration Statement;

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and 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 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
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 1933 Act and
is,  therefore,  unenforceable.

                                        4
<PAGE>
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
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

                                        5

<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Springfield in the State of Missouri, as of February
28, 2000.

                                 Guaranty Federal Bancshares, Inc.


                                 By:      /s/James E. Haseltine
                                          --------------------------------------
                                          James E. Haseltine
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We,  the  undersigned   directors  and  officers  of  Guaranty  Federal
Bancshares,  Inc., do hereby severally constitute and appoint James E. Haseltine
as our true and lawful  attorney and agent, to do any and all things and acts in
our  names  in the  capacities  indicated  below  and to  execute  any  and  all
instruments for us and in our names in the capacities indicated below which said
James E.  Haseltine may deem necessary or advisable to enable  Guaranty  Federal
Bancshares, Inc., to comply with the Securities Act of 1933, as amended, and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in  connection  with the  Registration  Statement  on Form S-8  relating  to the
offering of the Company's Common Stock, including specifically,  but not limited
to, power and  authority to sign,  for any of us in our names in the  capacities
indicated  below,  the  Registration   Statement  and  any  and  all  amendments
(including post-effective  amendments) thereto; and we hereby ratify and confirm
all that said James E. Haseltine shall do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.

/s/James E. Haseltine                              /s/Ivy L. Rogers
------------------------------------------------   -----------------------------
James E. Haseltine                                 Ivy L. Rogers
President, Chief Executive Officer, and Director   Director
(Principal Executive Officer)

February 28, 2000                                  February 28, 2000
------------------------------------------------   -----------------------------
(Date)                                             (Date)

/s/Bruce Winston                                   /s/Gary Lipscomb
------------------------------------------------   -----------------------------
Bruce Winston                                      Gary Lipscomb
Vice President and Chief Financial Officer         Director
(Principal Accounting and Financial Officer)

February 28, 2000                                  February 28, 2000
------------------------------------------------   -----------------------------
(Date)                                             (Date)

<PAGE>

/s/Wayne V. Barnes                                 /s/Jack L. Barham
------------------------------------------------   -----------------------------
Wayne V. Barnes                                    Jack L. Barham
Director                                           Chairman of the Board

February 28, 2000                                  February 28, 2000
------------------------------------------------   -----------------------------
(Date)                                             (Date)


/s/George L. Hall                                  /s/Raymond D. Tripp
------------------------------------------------   -----------------------------
George L. Hall                                     Raymond D. Tripp
Director                                           Director

February 28, 2000                                  February 28, 2000
------------------------------------------------   -----------------------------
(Date)                                             (Date)


/s/Gregory V. Ostergren
------------------------------------------------
Gregory V. Ostergren
Director

February 28, 2000
------------------------------------------------
(Date)





<PAGE>
                                INDEX TO EXHIBITS




Exhibit                   Description
-------                   -----------

  4.1     Guaranty Federal Bancshares, Inc. 2000 Stock Compensation Plan

  4.2     Form of Tax Notice for Exercise of Options

  4.3     Form of Tax Notice for Awards of Restricted Stock

  4.4     Form of Stock Option Agreement to be entered into with respect
          to Non-Incentive Stock Options

  4.5     Form of Restricted Stock Agreement to be entered into for Restricted
          Stock

  5.1     Opinion of Malizia Spidi & Fisch, PC as to the validity of the
          Common Stock being registered

 23.1     Consent of Malizia Spidi & Fisch, PC (appears in their opinion filed
          as Exhibit 5.1)

 23.2     Consent of Baird, Kurtz & Dobson

  24      Reference is made to the Signatures section of this Registration
          Statement for the Power of Attorney contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20432}]
{"company-data": {"conformed-name": "GUARANTY FEDERAL BANCSHARES INC", "cik": "0001046203", "assigned-sic": "6035", "irs-number": "431792717", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31196", "film-number": "554464"}, "business-address": {"street1": "1341 WEST BATTLEFIELD", "city": "SPRINGFIELD", "state": "MO", "zip": "65807", "phone": "4175204333"}, "mail-address": {"street1": "1341 WEST BATTLEFIELD", "city": "SPRINGFIELD", "state": "MO", "zip": "65807"}}
As filed with the Securities and Exchange Commission on February 28, 2000.

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        Guaranty Federal Bancshares, Inc.
                -------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Delaware                                        43-1792717
------------------------------------------      --------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)

                               1341 W. Battlefield
                           Springfield, Missouri 65807
                     ---------------------------------------
                    (Address of principal executive offices)

         Guaranty Federal Bancshares, Inc. 2000 Stock Compensation Plan
         --------------------------------------------------------------

                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                        Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                    ----------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Title of                                         Proposed Maximum         Proposed Maximum             Amount of
Securities to                Amount to be            Offering            Aggregate Offering           Registration
be Registered               Registered (1)        Price Per Share             Price (2)                 Fee (2)
-------------               --------------        ---------------             ----------               --------
Common Stock
$0.10 par value
per share                   25,000 shares               (2)                   $262,501                   $69.30
============================================================================================================================
(1)      The maximum number of shares of common stock issuable upon awards to be
         granted  under  the  Guaranty  Federal  Bancshares,   Inc.  2000  Stock
         Compensation  Plan consists of 25,000 shares which are being registered
         under this  Registration  Statement and for which a registration fee is
         being paid. Additionally,  an indeterminate number of additional shares
         which may be  offered  and issued to prevent  dilution  resulting  from
         stock splits, dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 25,000  shares are being  registered
         hereby,  of which 17,875 shares are under option at a weighted  average
         exercise  price of $10.50 per share  ($187,688 in the  aggregate).  The
         remainder of such shares,  which are not  presently  subject to options
         (7,125  shares),  are being  registered  based  upon the based upon the
         average of the high and low selling  prices of the Common  Stock of the
         Registrant  as reported on the Nasdaq  National  Market on February 23,
         2000,  of $10.50  per share  ($74,813  in the  aggregate),  for a total
         offering of $262,501.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 25,000
shares of Guaranty  Federal  Bancshares,  Inc. (the  "Company" or  "Registrant")
common  stock,  $0.10 par  value per share  (the  "Common  Stock")  issuable  to
employees,  officers  and  directors  of the  Registrant  or its  subsidiary  as
compensation  for services in accordance with the Guaranty  Federal  Bancshares,
Inc.  2000 Stock  Compensation  Plan (the "Plan")  under which 25,000 shares are
issuable.  Under  the  Plan,  up to 7,125  shares  may be  awarded  as shares of
restricted Common Stock. The remainder of the shares reserved under the Plan not
issued as  restricted  Common Stock may be issued as options to purchase  Common
Stock.  Documents  containing  the  information  required  by  Part  I  of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  November  6, 1997 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
June 30, 1999, as filed with the Commission;

         (b) The Company's  Quarterly Report on Form 10-Q for the quarters ended
December 31, 1999,  and  September  30,  1999,  respectively,  as filed with the
Commission; and

         (c) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
November 6, 1997.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment 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.

                                        2
Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Section  145  of  the  Delaware  General  Corporation  Act  sets  forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         The Certificate of Incorporation of the Registrant (the  "Certificate")
requires  indemnification  of  directors,  officers and employees to the fullest
extent  permitted by Delaware  law and limits the  liability of directors to the
fullest extent permitted by Delaware law.

         The  Registrant  may purchase  and maintain  insurance on behalf of any
person who is or was a director,  officer,  employee, or agent thereof or who is
or was serving at the request of the Registrant as a director, officer, employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity  or  arising  out of his  status  as  such,  whether  or not  the
Registrant  would have the power to indemnify him against such  liability  under
the provisions of the Certificate.

         A result of such  provisions  could be to increase  the expenses of the
Registrant and  effectively  reduce the ability of stockholders to sue on behalf
of the  Registrant  since  certain  suits could be barred or amounts  that might
otherwise be obtained on behalf of the Registrant could be required to be repaid
by the registrant to an indemnified party.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

                                        3
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 1933 Act;

                    (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 the
                    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 the Registration Statement;

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and 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 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
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 1933 Act and
is,  therefore,  unenforceable.

                                        4
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
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Springfield in the State of Missouri, as of February
28, 2000.

                                 Guaranty Federal Bancshares, Inc.

                                 By:      /s/James E. Haseltine
                                          --------------------------------------
                                          James E. Haseltine
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We,  the  undersigned   directors  and  officers  of  Guaranty  Federal
Bancshares,  Inc., do hereby severally constitute and appoint James E. Haseltine
as our true and lawful  attorney and agent, to do any and all things and acts in
our  names  in the  capacities  indicated  below  and to  execute  any  and  all
instruments for us and in our names in the capacities indicated below which said
James E.  Haseltine may deem necessary or advisable to enable  Guaranty  Federal
Bancshares, Inc., to comply with the Securities Act of 1933, as amended, and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in  connection  with the  Registration  Statement  on Form S-8  relating  to the
offering of the Company's Common Stock, including specifically,  but not limited
to, power and  authority to sign,  for any of us in our names in the  capacities
indicated  below,  the  Registration   Statement  and  any  and  all  amendments
(including post-effective  amendments) thereto; and we hereby ratify and confirm
all that said James E. Haseltine shall do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.

/s/James E. Haseltine                              /s/Ivy L. Rogers
------------------------------------------------   -----------------------------
James E. Haseltine                                 Ivy L. Rogers
President, Chief Executive Officer, and Director   Director
(Principal Executive Officer)

February 28, 2000                                  February 28, 2000
------------------------------------------------   -----------------------------
(Date)                                             (Date)

/s/Bruce Winston                                   /s/Gary Lipscomb
------------------------------------------------   -----------------------------
Bruce Winston                                      Gary Lipscomb
Vice President and Chief Financial Officer         Director
(Principal Accounting and Financial Officer)

February 28, 2000                                  February 28, 2000
------------------------------------------------   -----------------------------
(Date)                                             (Date)
/s/Wayne V. Barnes                                 /s/Jack L. Barham
------------------------------------------------   -----------------------------
Wayne V. Barnes                                    Jack L. Barham
Director                                           Chairman of the Board

February 28, 2000                                  February 28, 2000
------------------------------------------------   -----------------------------
(Date)                                             (Date)

/s/George L. Hall                                  /s/Raymond D. Tripp
------------------------------------------------   -----------------------------
George L. Hall                                     Raymond D. Tripp
Director                                           Director

February 28, 2000                                  February 28, 2000
------------------------------------------------   -----------------------------
(Date)                                             (Date)

/s/Gregory V. Ostergren
------------------------------------------------
Gregory V. Ostergren
Director

February 28, 2000
------------------------------------------------
(Date)
INDEX TO EXHIBITS

Exhibit                   Description
-------                   -----------

  4.1     Guaranty Federal Bancshares, Inc. 2000 Stock Compensation Plan

  4.2     Form of Tax Notice for Exercise of Options

  4.3     Form of Tax Notice for Awards of Restricted Stock

  4.4     Form of Stock Option Agreement to be entered into with respect
          to Non-Incentive Stock Options

  4.5     Form of Restricted Stock Agreement to be entered into for Restricted
          Stock

  5.1     Opinion of Malizia Spidi & Fisch, PC as to the validity of the
          Common Stock being registered

 23.1     Consent of Malizia Spidi & Fisch, PC (appears in their opinion filed
          as Exhibit 5.1)

 23.2     Consent of Baird, Kurtz & Dobson

  24      Reference is made to the Signatures section of this Registration
          Statement for the Power of Attorney contained therein