UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.   20549

                                FORM 10-K

   (Mark One)

     [ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934       
              For the fiscal year ended December 31, 1997

                                    OR

     [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934        
              For the transition period from              to                


                         Commission file number   0-23134

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

              Ohio                                  31-1004998         
(State or other jurisdiction of                 (I.R.S. Employer         
 incorporation or organization)              Identification Number)

48 N. South Street, Wilmington, Ohio  45177    
(Address of principal executive offices) (Zip Code)

Registrant's telephone number: (513) 382-1441

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to 12(g) of the Act:  

                     Common Shares, without par value                
                             (Title of Class)
                                 
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.     Yes   X     No      

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.    [   ]

The issuer's common shares are not traded on any securities exchange and are
not quoted by a national quotation service.  Management is aware of a sale of
the issuer's shares for $46.00 per share on March 9, 1998.  Based upon such
price, the aggregate market value of the issuer's shares held by nonaffiliates
was $58,191,058.

As of March 18, 1998, 1,550,433 common shares were issued and outstanding.


<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized. 

                                    InterCounty Bancshares, Inc.

                                    By  /s/ Timothy L. Smith                   
                                    -------------------------
                   March 17, 1998       Timothy L. Smith
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been duly signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.  



By   /s/ Charles L. Dehner          By  /s/ B. Anthony Williams                
----------------------------        ------------------------------
    Charles L. Dehner                   B. Anthony Williams 
    Executive Vice President,           Chairman of the Board and a Director
    Treasurer and a Director       
    (Principal Accounting Officer)

Date   March 17, 1998               Date   March 17, 1998

By   /s/ James W. Foland            By    /s/ Timothy L. Smith            
---------------------------         ------------------------------
    James W. Foland                     Timothy L. Smith
    Secretary and a Director            President, Chief Executive Officer
                                        and a Director 

Date  March 17, 1998                Date   March 17, 1998

By   /s/ S. Craig Beam              By  
---------------------------         ------------------------------
    S. Craig Beam                       George F. Bush
    Director                            Director

Date   March 17, 1998               Date                 

By   /s/ Georgia H. Miller          By   /s/ Robert A. Raizk              
---------------------------         ------------------------------
    Georgia H. Miller                   Robert A. Raizk
    Director                            Director

Date   March 17, 1998               Date   March 17, 1998

By   /s/ Darleen M. Myers                                 
---------------------------
    Darleen M. Myers
    Director

Date   March 17, 1998