As filed with the Securities and Exchange Commission on March 3, 1998.
                                            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
                                 (417) 889-2494
                    ----------------------------------------
                    (Address of principal executive offices)

            Guaranty Federal Bancshares, Inc. 1994 Stock Option Plan

                             --------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               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
<TABLE>
<CAPTION>
================================================================================================================================
Title of                                                Proposed               Proposed Maximum              Amount of
Securities to                 Amount to be          Maximum 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                    184,690 shares                (2)                    $1,361,031                  $401.51
================================================================================================================================
</TABLE>
(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the Guaranty Federal  Bancshares,  Inc. 1994 Stock Option
         Plan consists of 184,690 shares which are being  registered  under this
         Registration  Statement and for which a registration fee is being paid.
         Plus 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  Securities  Act of 1933,  as  amended,  the
         registration fee may be calculated, inter alia, based upon the price at
         which the stock  options  may be  exercised.  184,690  shares are being
         registered  hereby,  of which (i) 5,098  shares are under  option at an
         exercise  price of $5.83 per share  ($29,721  in the  aggregate);  (ii)
         7,724 shares are under  option at an exercise  price of $6.08 per share
         ($46,962 in the  aggregate);  and (iii) 136,094 shares are under option
         at an exercise  price of $6.02 per share  ($819,286 in the  aggregate).
         The  remainder  of such  shares,  which are not  presently  subject  to
         options  (35,774  shares),  are being  registered  based  upon the mean
         between the  closing bid and ask price of the common  stock of Guaranty
         Federal Bancshares,  Inc., as reported on the NASDAQ National Market on
         February 12, 1998, of $13.00 per share  ($465,062 in the aggregate) for
         a total offering of $1,361,031.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933.
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to  participants in the Guaranty  Federal  Bancshares,
Inc.  1994  Stock  Option  Plan (the  "Plan")  as  specified  by Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended ("Securities Act").

         Such  document(s)  are  not  being  filed  with  the  Commission,   but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.



                                       I-1

<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following  documents  previously or concurrently  filed by Guaranty
Federal Bancshares, Inc. (the "Company" or "Registrant") with the Commission are
hereby incorporated by reference in this Registration Statement:

         (a) The Company's  Quarterly Report on Form 10-Q for the quarters ended
September 30, 1997 and December 31, 1997, as filed with the Commission;

         (b) The Company's  Registration Statement on Form S-1 as filed with the
Commission on September 23, 1997 and all amendments thereto.

         (c) the  description  of the Company's  common stock,  contained in the
Company's  Registration  Statement on Form 8-A as filed with the  Commission  on
November 6, 1997 and all amendments  thereto or reports filed for the purpose of
updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14, and 15(d) of the  Securities  and Exchange  Act of 1934,  as
amended (the "Exchange 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.

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

                                      II-1

<PAGE>



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.

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.

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 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.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities Act each  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, each filing of the
         Registrant's  annual report  pursuant to section 13(a) or section 15(d)
         of the Exchange Act (and, where applicable,  each filing of an employee
         benefit plan's annual report  pursuant to section 15(d) of the Exchange
         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)      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 Commission  such
         indemnification is against public policy as expressed in the Securities
         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

                                      II-2

<PAGE>



         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  Securities Act and will be governed by
         the final adjudication of such issue.







                                      II-3

<PAGE>



                                   SIGNATURES

         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 to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Springfield, State of Missouri, on this 27th day
of February, 1998.

                               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
and Bruce Winston our true and lawful  attorneys  and agents,  to do any and all
things and acts in our names in the  capacities  indicated  below and to execute
all instruments for us and in our names in the capacities  indicated below which
said James E.  Haseltine  and Bruce  Winston 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 Guaranty  Federal  Bancshares,  Inc.'s  common
stock,  including  specifically  but not limited to, power and authority to sign
for  us or 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  James E.
Haseltine and Bruce Winston shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities indicated as of February 27, 1998.



/s/ James E. Haseltine                              /s/ George L. Hall
--------------------------------------------       -----------------------------
James E. Haseltine                                  George L. Hall
President and Chief Executive Officer               Director
(Principal Executive Officer)


/s/ Bruce Winston                                   /s/ Ivy L. Rogers
--------------------------------------------       -----------------------------
Bruce Winston                                       Ivy L. Rogers
Vice President and Chief Financial Officer          Director
(Principal Financial and Accounting Officer)


<PAGE>





/s/ Jack L. Barham                                 /s/ Gary Lipscomb
--------------------------------------------       -----------------------------
Jack L. Barham                                     Gary Lipscomb
Chairman of the Board and Director                 Director



/s/ Wayne V. Barnes                                /s/ Gerald L. Boss
--------------------------------------------       -----------------------------
Wayne V. Barnes                                    Gerald L. Boss
Director                                           Director


<PAGE>



                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                                                   Sequential
Exhibit                       Description                                          Page Number
-------                       -----------                                          -----------

<S>          <C>                               <C>                                       <C>
     4.1     Guaranty Federal Bancshares, Inc. 1994 Stock Option Plan                      9
     4.2     Form of Stock Option Agreement with respect to Incentive Stock               18
             Options                                                                     
     4.3     Form of Stock Option Agreement with respect to Non-Incentive Stock           23
             Options.                                                                    
     5.1     Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the validity of        28
             the Common Stock being registered                                           
    23.1     Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears in their            --
             opinion filed as Exhibit 5.1)                                               
    23.2     Consent of Independent Accountants                                           30
     24      Reference is made to the Signatures section of this Registration             --
             Statement for the Power of Attorney contained therein                 

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17696}]
{"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": "333-47241", "film-number": "98556677"}, "business-address": {"street1": "1341 WEST BATTLEFIELD", "city": "SPRINGFIELD", "state": "MO", "zip": "65807", "phone": "4178892494"}, "mail-address": {"street1": "1341 WEST BATTLEFIELD", "city": "SPRINGFIELD", "state": "MO", "zip": "65807"}}
As filed with the Securities and Exchange Commission on March 3, 1998.
                                            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
                                 (417) 889-2494
                    ----------------------------------------
                    (Address of principal executive offices)

            Guaranty Federal Bancshares, Inc. 1994 Stock Option Plan

                             --------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               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               Proposed Maximum              Amount of
Securities to                 Amount to be          Maximum Offering          Aggregate Offering            Registration
be Registered                Registered (1)          Price Per Share              Price (2)                   Fee (2)
-------------                --------------          ---------------              ----------                 --------
Common Stock
$0.10 par value
per share                    184,690 shares                (2)                    $1,361,031                  $401.51
================================================================================================================================
(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the Guaranty Federal  Bancshares,  Inc. 1994 Stock Option
         Plan consists of 184,690 shares which are being  registered  under this
         Registration  Statement and for which a registration fee is being paid.
         Plus 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  Securities  Act of 1933,  as  amended,  the
         registration fee may be calculated, inter alia, based upon the price at
         which the stock  options  may be  exercised.  184,690  shares are being
         registered  hereby,  of which (i) 5,098  shares are under  option at an
         exercise  price of $5.83 per share  ($29,721  in the  aggregate);  (ii)
         7,724 shares are under  option at an exercise  price of $6.08 per share
         ($46,962 in the  aggregate);  and (iii) 136,094 shares are under option
         at an exercise  price of $6.02 per share  ($819,286 in the  aggregate).
         The  remainder  of such  shares,  which are not  presently  subject  to
         options  (35,774  shares),  are being  registered  based  upon the mean
         between the  closing bid and ask price of the common  stock of Guaranty
         Federal Bancshares,  Inc., as reported on the NASDAQ National Market on
         February 12, 1998, of $13.00 per share  ($465,062 in the aggregate) for
         a total offering of $1,361,031.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to  participants in the Guaranty  Federal  Bancshares,
Inc.  1994  Stock  Option  Plan (the  "Plan")  as  specified  by Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended ("Securities Act").

         Such  document(s)  are  not  being  filed  with  the  Commission,   but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                       I-1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following  documents  previously or concurrently  filed by Guaranty
Federal Bancshares, Inc. (the "Company" or "Registrant") with the Commission are
hereby incorporated by reference in this Registration Statement:

         (a) The Company's  Quarterly Report on Form 10-Q for the quarters ended
September 30, 1997 and December 31, 1997, as filed with the Commission;

         (b) The Company's  Registration Statement on Form S-1 as filed with the
Commission on September 23, 1997 and all amendments thereto.

         (c) the  description  of the Company's  common stock,  contained in the
Company's  Registration  Statement on Form 8-A as filed with the  Commission  on
November 6, 1997 and all amendments  thereto or reports filed for the purpose of
updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14, and 15(d) of the  Securities  and Exchange  Act of 1934,  as
amended (the "Exchange 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.

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

                                      II-1
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.

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.

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 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.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities Act each  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, each filing of the
         Registrant's  annual report  pursuant to section 13(a) or section 15(d)
         of the Exchange Act (and, where applicable,  each filing of an employee
         benefit plan's annual report  pursuant to section 15(d) of the Exchange
         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)      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 Commission  such
         indemnification is against public policy as expressed in the Securities
         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

                                      II-2
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  Securities Act and will be governed by
         the final adjudication of such issue.

                                      II-3
SIGNATURES

         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 to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Springfield, State of Missouri, on this 27th day
of February, 1998.

                               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
and Bruce Winston our true and lawful  attorneys  and agents,  to do any and all
things and acts in our names in the  capacities  indicated  below and to execute
all instruments for us and in our names in the capacities  indicated below which
said James E.  Haseltine  and Bruce  Winston 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 Guaranty  Federal  Bancshares,  Inc.'s  common
stock,  including  specifically  but not limited to, power and authority to sign
for  us or 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  James E.
Haseltine and Bruce Winston shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities indicated as of February 27, 1998.

/s/ James E. Haseltine                              /s/ George L. Hall
--------------------------------------------       -----------------------------
James E. Haseltine                                  George L. Hall
President and Chief Executive Officer               Director
(Principal Executive Officer)

/s/ Bruce Winston                                   /s/ Ivy L. Rogers
--------------------------------------------       -----------------------------
Bruce Winston                                       Ivy L. Rogers
Vice President and Chief Financial Officer          Director
(Principal Financial and Accounting Officer)
/s/ Jack L. Barham                                 /s/ Gary Lipscomb
--------------------------------------------       -----------------------------
Jack L. Barham                                     Gary Lipscomb
Chairman of the Board and Director                 Director

/s/ Wayne V. Barnes                                /s/ Gerald L. Boss
--------------------------------------------       -----------------------------
Wayne V. Barnes                                    Gerald L. Boss
Director                                           Director
INDEX TO EXHIBITS
Sequential
Exhibit                       Description                                          Page Number
-------                       -----------                                          -----------
4.1     Guaranty Federal Bancshares, Inc. 1994 Stock Option Plan                      9
     4.2     Form of Stock Option Agreement with respect to Incentive Stock               18
             Options                                                                     
     4.3     Form of Stock Option Agreement with respect to Non-Incentive Stock           23
             Options.                                                                    
     5.1     Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the validity of        28
             the Common Stock being registered                                           
    23.1     Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears in their            --
             opinion filed as Exhibit 5.1)                                               
    23.2     Consent of Independent Accountants                                           30
     24      Reference is made to the Signatures section of this Registration             --
             Statement for the Power of Attorney contained therein