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Letter of Correspondence

 August 22, 2005

Mr. Gregory Dundas

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Mail Stop 4561

 Washington D.C. 20549-0303

Re:
Guaranty Bancshares, Inc.

 Schedule 13E-3 filed July 11,
2005

 File No. 005-55603

 Preliminary Proxy Statement on Schedule 14A

 File No. 000-24235

 Dear Mr. Dundas:

 On behalf of Guaranty Bancshares, Inc. (“Guaranty”), we are filing today, via
EDGAR transmission, Amendment No. 1 to Schedule 13E-3 filed July 11, 2005 and Amendment No. 1 to the preliminary proxy statement (the “Preliminary Proxy Statement”) relating to the proposed merger of GB Facilitation, Inc. with and into
Guaranty.

 In response to your August 10, 2005 letter to Tyson T. Abston,
President of Guaranty, setting forth the staff’s comments regarding the Schedule 13E-3 and the Preliminary Proxy Statement, Guaranty has the following responses, which are contained in numbered paragraphs that correspond to the numbered
paragraphs of the comment letter. The text of each comment is included below. Unless otherwise indicated, capitalized terms used in this letter shall have the same meaning as set forth in the Preliminary Proxy Statement.

 Schedule 13E-3

 General

1.
Each filing person must individually comply with the filing, dissemination and disclosure requirements of Schedule 13E-3. Therefore, you will need to revise the disclosure to
include all of the information required by Schedule 13E-3 and its

 instructions for GB Facilitation and the other Guaranty affiliates since you have included them as filing
persons. This includes, but is not limited to, its purposes for, alternatives considered to, reasons for engaging in the going private transaction and interests in securities of the subject company, including securities transactions during the past
60 days. See Question and Answer No. 5 of Exchange Act Release No. 34-17719 (April 13, 1981).

 The staff is directed to Item 8 on page 6 of Schedule 13E-3 which incorporates by reference the information set forth in the Preliminary Proxy Statement in the section entitled “Special Factors – Fairness
Determination by Merger Subsidiary and the Filing Persons” on page 19. This section provides that GB Facilitation and the filing persons relied upon the factors considered by and have expressly adopted the analysis and conclusions of the Board
of Directors of Guaranty in forming their beliefs as to the transaction. The information related to the purposes for, alternatives considered to, and reasons for engaging in the transaction are also incorporated into the Schedule 13E-3 by reference
to the information set forth in the Preliminary Proxy Statement in the sections entitled “Purpose and Reasons for the Merger” on page 10 and “Alternatives Considered” on page 12. The information related to the transactions in
Guaranty common stock involving the Filing Persons during the last 60 days is incorporated into Item 11 of the Schedule 13E-3 by reference to the section of the Preliminary Proxy Statement entitled “Guaranty Common Stock Purchase and Sale
Information” which begins on page 55.

 Preliminary Proxy Statement on
Schedule 14A

2.
Please revise the proxy statement to clarify that it is in preliminary form.

The staff is directed to the cover page of the Preliminary Proxy Statement, which has been revised to clarify that the proxy statement is in preliminary form.

3.
We note that you have not yet included your proxy card in your filing. Please file your proxy card in preliminary form with your revised proxy statement. Your filed proxy card
should comply with Rule 14a-6(e)(l) of the proxy rules.

 The
staff is directed to the form of the proxy card which has been attached to the end of the Edgar version of Amendment No. 1 to the Preliminary Proxy Statement.

Cover Page

4.
Eliminate the use of defined terms on the cover page and in the forepart of the document.

 The staff is directed to the letter to shareholders, the cover page, the section entitled “Summary Term Sheet” and the section
entitled “Questions and Answers,” where the defined terms have been removed.

5.
Disclose here or in the letter to shareholders that management owns 32% of the voting stock and whether they have indicated how they will vote.

 2

 The staff is directed to the cover page where additional disclosure has been provided to include management’s
ownership percentage of Guaranty common stock and how management expects to vote those shares.

6.
Disclose prominently here or in the letter to shareholders that dissenters’ rights are available to shareholders who perfect dissenters’ rights.

 The staff is directed to the letter to shareholders which has been revised to state in
boldface type that dissenters’ rights are available to Guaranty shareholders under the applicable provisions of Texas law.

 Summary Term Sheet, Page 1

 General

7.
Substantially revise the summary term sheet to limit it to a brief description in bullet point format of the most material terms of the transaction, such as each filing
person’s fairness determination with respect to each group of unaffiliated shareholders. Consider putting the fairness section on page 1 or 2. Also, revise to eliminate overlap with the Q&A and to order the disclosure so that the
information of most interest to shareholders appears before other information. The Q&A could be limited to procedural matters relating to the shareholders meeting. Refer to Item 1001 of Regulation M-A.

 The staff is directed to the section entitled “Summary Term Sheet” on pages 1-5,
which has been revised to eliminate certain of the information previously included in order to limit it to a brief description of the most material terms of the transaction and to avoid repetition of the information contained in the section entitled
“Question and Answers”. Further, the summary of the determination of the fairness of the transaction by Guaranty and each person identified as a filing person on the Schedule 13E-3 has been moved to page 2.

 The staff is also directed to the section entitled “Questions and Answers” on pages
7-9, which has been revised to include primarily procedural matters relating to the special meeting of shareholders.

8.
Please revise to more prominently identify the other filing parties engaged in this transaction. In this regard, you should clarify that the executive officers and directors of
Guaranty and GB Facilitation are affiliates engaged in the transaction and filing persons on the Schedule 13E-3. Also, revise to summarize the interests of your executive officers and directors in the merger and emphasize any interests that differ
from the unaffiliated security holders.

 The staff is directed to
the second paragraph on page 2, which has been revised to include additional disclosure to identify the other filing parties engaged in the transaction. The staff is also directed to section entitled “Additional Effects of the Merger on
Affiliated Shareholders” on page 3, which has been revised to clarify that the executive officers and directors of Guaranty and GB Facilitation are deemed affiliates engaged in the transaction and are filing persons on the Schedule 13E-3. This
section includes a summary of the interests of the affiliated shareholders that differ from those of the unaffiliated shareholders.

 3

9.
We note that Guaranty has in the past paid dividends on a fairly regular basis. Given that some unaffiliated shareholder will continue to own an equity stake in the company going
forward, discuss in the Summary Term Sheet section the impact of the merger on its ability or future intent to pay dividends.

 The staff is directed to the section entitled “Guaranty Plans to Continue to Pay Semi-Annual Dividends” on page 4 where additional disclosure has been provided
regarding Guaranty’s future intent to pay dividends and the impact of the merger on such plans.

 What You Will Receive in the Merger, Page 1

10.
Expand the discussion of how you may aggregate shares for purposes of determining who will be cashed out in the merger. Explain the basis upon which such determination will be made,
and note whether shareholders may have a say in your decision. We note the disclosure later in the proxy statement on page 8, which seems to imply that you will not generally aggregate.

 The staff is directed to the section entitled “Determination of Shares Held” on
page 1, where additional disclosure has been provided regarding how Guaranty will aggregate shares for purposes of determining which shareholders will be cashed out in the merger and which shareholders will continue to hold their shares. The
additional disclosure clarifies that Guaranty has sole discretion, without the input of the shareholder, in determining when shares will be aggregated.

 The staff is supplementally advised that the disclosure on page 8 that shares held of record and shares held in street name will not be combined for voting purposes
addresses only aggregation for voting purposes, and does not relate to aggregation for purposes of determining a shareholder’s treatment in the merger.

 Fairness of the Transaction, Page 4

11.
In the Summary Term Sheet, provide a statement as to all other filing person’s belief as to the fairness of the merger to unaffiliated shareholders.

 The staff is directed to the section entitled “Fairness of the Transaction” on
page 2, which has been revised to include a statement that all other persons who filed the Schedule 13E-3 believe that the merger is fair to Guaranty’s unaffiliated shareholders.

 Proposed Amendment to Articles of Incorporation, Page 4

12.
Expand this section to briefly discuss the parameters of the company’s right of first refusal on share transfers. That is, discuss the thirty-day notice period shareholders
will be required to provide, and the fact that the price to be paid by the company will be set by a third party other than the shareholder.

 4

 The staff is directed to the second paragraph on page 5, where additional disclosure has been provided to discuss the
thirty-day notice period that shareholders will be provided, and that the price to be paid by Guaranty in connection with its right of first refusal will be based on periodic independent third party appraisals of the Guaranty common stock that
Guaranty intends to obtain following the merger.

 Shares Entitled to Vote;
Quorum and Vote Required, Page 5

13.
Please revise to also disclose the number and percentage of outstanding shares held by unaffiliated security holders that must be voted in favor of the merger in order to approve
the transaction. Also, note that officers and directors who hold shares have stated they intend to vote in favor of the merger.

 The staff is directed to the section entitled “Shares Entitled to Vote and Vote Required” on page 5, which has been revised to provide disclosure of the number
and percentage of outstanding shares of Guaranty common stock held by unaffiliated shareholders that must be voted for approval of the merger agreement and the amendment. This section has also been revised to clarify that the shares held by
directors and executive officers are expected to be voted in favor of the merger agreement and the amendment.

 A Warning About Forward Looking Statements, Page 6

14.
We note your reference to the Private Securities Litigation Reform Act. Section 27A(b)(1)(E) of the Securities Act of 1933 and Section 21E(b)(1)(E) of the Securities Exchange Act of
1934 expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with going private transactions. Please revise.

 The staff is directed to the first paragraph on page 6, where the references to the safe harbor for forward looking statements provided in
Section 27A(b)(1)(E) of the Securities Act of 1933 and Section 21E(b)(1)(E) of the Securities Exchange Act of 1934 have been deleted.

15.
Expand the statement regarding updating to clarify that you have a duty to update this document to reflect a material change in information previously disclosed, as required by Rule
13e-3(d)(2) and (e)(2).

 The staff is directed to the last
paragraph on page 6, where additional disclosure has been provided to clarify that Guaranty has a duty to update the Preliminary Proxy Statement to reflect a material change in information previously disclosed.

 Q&A, Page 7

 May I Vote in Person, Page 8

16.
The second sentence in this section doesn’t appear to belong here, where you are discussing voting in person. Moreover, it confuses the issue of the effect of attending the
meeting and voting in person for those who have previously submitted a proxy. Please delete or revise.

 5

 The staff is directed to page 8 where the question and answer regarding voting in person has been deleted.

 Special Factors, Page 10

 Purpose and Reasons for the Merger, Page 10

17.
We note the disclosure in the third paragraph on page 10 and in the last paragraph on page 43. Clarify the company’s reporting obligations after the 13E-3 transaction. For
example, the requirements of the Williams Act do not cease until 90 days after you file a Form 15.

 The staff is directed to the third paragraph on page 10 and the first paragraph on page 46, where additional disclosure has been provided to clarify that certain of
Guaranty’s reporting obligations continue for a period of 90 days following the filing by Guaranty of the Form 15 with the SEC to terminate its registration under the Securities Exchange Act.

18.
We note that the estimated costs of securities law compliance is $350,000. To the extent practicable, please quantify your current costs.

 The staff is directed to the fourth paragraph on page 10, where a cross-reference to the
detailed quantification of Guaranty’s estimated securities law compliance costs included on page 11 has been added.

 Background of the Merger, Page 13

19.
We refer you to the oral report presented by Hoefer & Arnett valuing your shares on June 7, 2005. Provide us, with a view toward disclosure, with a summary of this oral report
to the Staff. To the extent material differences exist between these oral reports valuing your shares and the report received from Hoefer & Arnett as of May 17, 2005, your information statement should summarize the differences. Note that Item
1015 of Regulation M-A encompasses both oral and written reports that are materially related to this transaction. Also, please confirm that you have filed all written reports as exhibits to your Schedule 13E-3. Refer to Item 1016(c) of Regulation
M-A.

 The staff is supplementally advised that the oral report
presented to the Guaranty Board of Directors by Hoefer & Arnett on June 7, 2005 was a summary of the written valuation report dated May 17, 2005 prepared by Hoefer & Arnett. There were no material differences between the oral report and the
written valuation report. Further, the staff is supplementally advised that Guaranty has filed all written reports required by Item 1016(c) of Regulation M-A as exhibits to the Schedule 13E-3.

 Recommendation of the Board of Directors; Fairness of the Merger Proposal, Page 16

20.
We refer you to the discussion of earnings on page 18. In particular, we note that you disclose that the board considered the reported net income for the three years ended December
31, 2002, 2003 and 2004 and Guaranty’s earnings for the first three months of 2005. Please expand this disclosure to more clearly explain and discuss how these factors contributed to the board’s fairness determination.

 6

 The staff is directed to the second bullet point on page 18, where the discussion on earnings has been revised to include
a discussion of the per share price to be paid in the merger as a multiple of earnings per share for the year ended December 31, 2004. The revised disclosure also includes information regarding how the earnings multiple contributed t