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, 1,265,023 common shares were issued and outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

The following sections of the definitive Proxy Statement for the 1998 Annual
Meeting of Shareholders of InterCounty Bancshares, Inc. (the "Proxy
Statement"), are incorporated by reference into Part III of this Form 10-K:

     1.  Board of Directors;
     2.  Executive Officers;
     3.  Section 16(a) Beneficial Ownership Reporting Compliance;
     4.  Compensation of Executive Officers and Directors;
     5.  Voting Securities and Ownership of Certain Beneficial Owners
          and Management; and
     6.  Certain Relationships and Related Transactions.




<PAGE>
                       INTERCOUNTY BANCSHARES, INC.
                   For the Year Ended December 31, 1997
                            Table of Contents
<TABLE>
<CAPTION>
                             PART I
                                                                  Page
                                                                  ----
  <S>       <C>                                                    <C>
  Item 1:   Business                                                3
  Item 2:   Properties                                             33
  Item 3:   Legal Proceedings                                      34
  Item 4:   Submission of Matters to a Vote of Security Holders    34

                            Part II
                            -------
  Item 5:   Market for Registrant's Common Equity and Related
             Stockholder Matters                                   35
  Item 6:   Selected Financial Data                                35
  Item 7:   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                   37
  Item 7A:  Quantitative and Qualitative Disclosures About
             Market Risk                                           56
  Item 8:   Financial Statements and Supplementary Data            57
  Item 9:   Changes in and Disagreements With Accountants
             on Accounting and Financial Disclosure                93

                            Part III
                            --------
  Item 10:  Directors and Executive Officers of the Registrant     93
  Item 11:  Executive Compensation                                 93
  Item 12:  Security Ownership of Certain Beneficial Owners
             and Management                                        93
  Item 13:  Certain Relationships and Related Transactions         93

                            Part IV
                            -------
  Item 14:  Exhibits, Financial Statement Schedules, and
             Reports on Form 8-K                                    94

Exhibit Index                                                       95
Signatures                                                          96

</TABLE>





                                    -2-


<PAGE>
                                  PART I

Item 1.  Description of Business

                                  GENERAL

InterCounty Bancshares, Inc. ("InterCounty"), an Ohio corporation, is a bank
holding company which owns all of the issued and outstanding common shares of
The National Bank and Trust Company, chartered under the laws of the United
States (the "Bank").

The Bank is engaged in the commercial banking business in Southwestern Ohio,
providing a variety of consumer and commercial financial services.  The
primary business of the Bank consists of accepting deposits, through various
consumer and commercial deposit products, and using such deposits to fund
consumer loans, including automobile loans, loans secured by residential and
non-residential real estate, and commercial and agricultural loans.  All of
the foregoing deposit and lending services are available at each of the Bank's
14 full-service offices.  In addition, the Bank has two offices which are
drive-in facilities only and two remote service units.  The Bank has also
installed 86 cash dispensers in convenience stores as of the end of 1997.
The Bank also has a trust department which presently administers 957 accounts
having combined assets of $178 million.

The Company and the Bank have entered into a definitive agreement to purchase
the Phillips Insurance Agency Group, Inc. for common shares of InterCounty
valued at $1.1 million.  The transaction is expected to close in the first
half of 1998.

On September 1, 1992, the Bank acquired Kentucky National Bank of Ohio with
two locations in Georgetown, Ohio for $3,200,000 in cash.

On December 29, 1993, InterCounty acquired the Williamsburg Building & Loan
Company, a mutual savings and loan with total assets of $17.1 million and
equity of $2.9 million.  In connection with this merger conversion,
InterCounty issued 229,475 shares of its common stock, principally to
depositors and other members of Williamsburg and the general public in
subscription and community offerings.

Because of its ownership of all the outstanding stock of the Bank, InterCounty
is subject to regulation, examination and oversight by the Board of Governors
of the Federal Reserve System (the "FRB") under the Bank Holding Company Act
of 1956, as amended (the "BHCA").  The Bank, as a national bank, is subject to
regulation, examination and oversight by the Office of the Comptroller of the
Currency (the "OCC") and special examination by the FRB.  The Bank is a member
of the Federal Reserve Bank of Cleveland.  In addition, since its deposits are
insured by the Federal Deposit Insurance Corporation (the "FDIC"), the Bank is
also subject to some regulation, oversight and special examination by the
FDIC.  The Bank must file periodic financial reports with the FDIC, the OCC
and the Federal Reserve Bank of Cleveland.  Examinations are conducted
periodically by these federal regulators to determine whether the Bank and

                                    -3-


<PAGE>
InterCounty are in compliance with various regulatory requirements and are
operating in a safe and sound manner.

Since its incorporation in 1980, InterCounty's activities have been limited
primarily to holding the common shares of the Bank.  Consequently, the
following discussion focuses primarily on the business of the Bank.


                         FORWARD LOOKING STATEMENTS

In addition to the historic financial information contained herein with
respect to InterCounty, the following discussion contains forward-looking
statements that involve risks and uncertainties.  Economic circumstances,
InterCounty's operations and InterCounty's actual results could differ
significantly from those discussed in the forward-looking statements.  Some of
the factors that could cause or contribute to such differences are discussed
herein but also include changes in the economy and interest rates in the
nation and InterCounty's general market area.  The forward-looking statements
contained herein include those with respect to the following matters:

     1.  Management's expectation that it will continue to expand its
          consumer lending activities, other than automobile loans;
     2.  Management's determination of the adequacy of the loan loss
          allowance;
     3.  The effect of changes in interest rates;
     4.  Growth in the commercial and industrial loan portfolio; and
     5.  Management's belief that a substantial percentage of the certificates
          of deposit maturing within one year will renew with the Bank at
          maturity.



                                    -4-


<PAGE>
Lending Activities

General.  The Bank's income consists primarily of interest income generated by
lending activities, including the origination of loans secured by residential
and nonresidential real estate, commercial and agricultural loans, and
consumer loans.

<TABLE>
The following table sets forth the composition of the Bank's loan portfolio by
type of loan at the dates indicated:
<CAPTION>
                                             At December 31,
                    ----------------------------------------------------------
                                1997              1996              1995
                    ----------------------------------------------------------
                                     % of              % of              % of

                          Amount    total    Amount   total     Amount  total
                          ------    -----    ------   -----     ------  -----
                                          (Dollars in thousands)
<S>                       <C>        <C>      <C>        <C>      <C>      <C>
Commercial and
 industrial             $ 63,661     23%    $ 57,985     22%    $ 46,952   19%
Commercial real estate    30,835     11       31,118     11       27,274   11
Agricultural              18,387      7       16,304      6       14,515    6
Residential real estate   82,838     30       79,761     30       79,355   33
Installment               79,115     28       81,033     30       68,821   29
Credit card                    -      -            -      -        3,268    1
Other                      2,097      1        2,228      1        1,561    1
                         -------    ---      -------    ---      -------  ---
  Total loans           $276,933    100%    $268,429    100%    $241,746  100%
                                    ===                 ===               ===
Deferred net
 origination costs           778                 853                 761
Allowance for loan
 losses                   (2,761)             (2,686)             (2,644)
                         -------             -------             -------
   Net loans            $274,950            $266,596            $239,863
                         =======             =======             =======
</TABLE>


                                    -5-


<PAGE>
<TABLE>
<CAPTION>
                                     At December 31,
                         ----------------------------------
                                1994              1993
                         ----------------------------------
                                     % of              % of
                          Amount    total    Amount   total
                          ------    -----    ------   -----
                                 (Dollars in thousands)
<S>                       <C>        <C>      <C>        <C>
Commercial and
 industrial             $ 43,254     21%    $ 32,919     17%
Commercial real estate    27,049     13       25,351     13
Agricultural              12,451      6       12,822      7
Residential real estate   57,243     27       59,639     31
Installment               63,572     31       58,301     30
Credit card                2,303      1        1,979      1
Other                      1,659      1        1,628      1
                         -------    ---      -------    ---
  Total loans           $207,531    100%    $192,639    100%
                                    ===                 ===
Deferred net
 origination costs           623                 562
Allowance for loan
 losses                   (2,561)             (2,474)
                         -------             -------
   Net loans            $205,593            $190,727
                         =======             =======
</TABLE>
<TABLE>
Loan Maturity Schedule.  The following table sets forth certain information at
December 31, 1997, regarding the net dollar amount of loans maturing in the
Bank's portfolio, based on contractual terms to maturity.  Demand loans, loans
having no stated schedule of repayment and no stated maturity and overdrafts
are reported as due in one year or less:
<CAPTION>
                        Due 0-1 Year  Due 1-5 Years  Due 5 + Years   Total
                                             (In thousands)
<S>                       <C>            <C>            <C>        <C>
Commercial and
 industrial               $11,480        $28,195        $23,986    $ 63,661
Commercial real estate      2,679          3,856         24,300      30,835
Agricultural                7,787          4,627          5,973      18,387
                           ------         ------         ------     -------
  Total                   $21,946        $36,678        $54,259    $112,883
                           ======         ======         ======     =======
</TABLE>


                                    -6-


<PAGE>
<TABLE>
The following table sets forth the dollar amount of certain loans, due after
one year from December 31, 1997, which have predetermined interest rates and
floating or adjustable interest rates:
<CAPTION>
                             Predetermined        Floating or
                                 rates          adjustable rates     Total
                             -------------      ----------------    -------
                                                 (In thousands)
<S>                             <C>                  <C>            <C>
Commercial and industrial       $24,644              $27,538        $52,182
Commercial real estate            1,911               26,244         28,155
Agricultural                      2,988                7,612         10,600
                                 ------               ------         ------
  Total                         $29,543              $61,394        $90,937
                                 ======               ======         ======
</TABLE>

Commercial and Industrial Lending.  Commercial and industrial lending has been
an area of growth for the Bank. The Bank originates loans to businesses in its
market area, including "floor plan" loans to automobile dealers and loans
guaranteed by the Small Business Administration.  The typical commercial
borrower is a small to mid-sized company with annual sales under $5,000,000.
The majority of commercial loans are made at adjustable rates of interest tied
to the prime rate.  Commercial loans typically have terms of up to five years.
At December 31, 1997 the Bank had $63.7 million, or 23% of total loans,
invested in commercial and industrial loans.

Commercial and industrial lending entails significant risks.  Such loans are
subject to greater risk of default during periods of adverse economic
conditions.  Because such loans are secured by equipment, inventory, accounts
receivable and other non-real estate assets, the collateral may not be
sufficient to ensure full payment of the loan in the event of a default.

Commercial Real Estate.  The Bank makes loans secured by commercial real
estate located in its market area.  Such loans generally are adjustable-rate
loans for terms of up to 20 years.  The types of properties securing loans in
the Bank's portfolio include warehouses, retail outlets and general industrial
use properties.  At December 31, 1997, the Bank had $30.8 million, or 11% of
total loans, invested in commercial real estate loans.

Commercial real estate lending generally entails greater risks than
residential real estate lending.  Such loans typically involve larger balances
and depend on the income of the property to service the debt.  Consequently,
the risk of default on such loans may be more sensitive to adverse economic
conditions.  The Bank attempts to minimize such risks through prudent
underwriting practices.



                                    -7-


<PAGE>
Agricultural Loans.  The Bank makes agricultural loans, which include loans to
finance farm operations, equipment purchases, and land acquisition.  The
repayment of such loans is significantly dependent upon income from farm
operations, which can be adversely affected by weather and other physical
conditions, government policies and general economic conditions.  At December
31, 1997, the Bank had $18.4 million, or 7% of total loans, invested in
agricultural loans.


Residential Real Estate.  The Bank makes loans secured by one- to four-family
residential real estate and multi-family (over four units) real estate located
in its market area.  The Bank originates both fixed-rate mortgage loans and
adjustable-rate mortgage loans ("ARMs").  Fixed-rate loans with terms of 15 to
30 years are typically originated for sale in the secondary market.  ARMs are
held in the Bank's portfolio.  At December 31, 1997, the Bank had $82.8
million, or 30% of total loans, invested in residential real estate loans.

Installment Loans.  The Bank makes a variety of consumer installment loans,
including home equity loans, automobile loans, recreational vehicle loans, and
overdraft protection.  Consumer loans involve a higher risk of default than
loans secured by one- to four-family residential real estate, particularly in
the case of consumer loans which are unsecured or secured by rapidly
depreciating assets, such as automobiles.  Repossessed collateral for a
defaulted consumer loan may not provide an adequate source of repayment of the
outstanding loan balance as a result of the greater likelihood of damage, loss
or depreciation, and the remaining deficiency may not warrant further
substantial collection efforts against the borrower.  In addition, consumer
loan collections depend on the borrower's continuing financial stability, and
thus are more likely to be adversely affected by job loss, illness or personal
bankruptcy.  Various federal and state laws, including federal and state
bankruptcy and insolvency laws, may also limit the amount which can be
recovered on such loans.  Management believes that the Bank's underwriting
practices have resulted in a favorable delinquency ratio and loan loss
experience for this portion of the Bank's total loan portfolio.

At December 31, 1997, the Bank had $79.1 million, or 28% of total loans,
invested in installment loans.  The Bank has reduced its efforts to
originate new and used automobile loans due to increased competition and
narrowing interest rate spreads.  The Bank expects to continue, subject to
market conditions, to expand its other consumer lending activities as part
of its plan to provide a wide range of personal financial services to its
customers.

In the fourth quarter of 1996, the Bank sold its $3.9 million credit card loan
portfolio to a correspondent bank, recording a gain on the sale of $326,000.
Of the total loans, approximately $102,000 sixty days or more delinquent was
sold with recourse.  Beginning in 1997, new corporate customer credit card
accounts are sold with recourse to the same financial institution.  The Bank
will continue to offer credit card services indirectly through this
correspondent bank.



                                    -8-


<PAGE>
Loan Processing.  Loan officers are authorized by the Board of Directors to
approve loans up to specified limits.  Loans exceeding the loan officers'
approval authority are referred to the Bank's Senior Loan Committee.  The
Senior Loan Committee has approval authority up to specified limits.  Any
loans made by the Bank in excess of the limits established for the Senior Loan
Committee must be approved by the Chairman of the Board and the President of
the Bank as representatives of the Board of Directors.  All loans in excess of
$50,000 are reported to the Board on a monthly basis.

Loan Originations, Purchases and Sales.  Although the Bank generally does not
purchase loans, purchases could occur in the future.  It did, however, make a
purchase of $21 million in residential real estate loans in late 1995 to
enhance earnings.  Fixed-rate residential real estate loans are originated for
sale in the secondary market.  From time to time, the Bank sells participation
interests in loans it originates.

Delinquent Loans, Non-performing Assets and Classified Assets.  The Bank
attempts to minimize loan delinquencies through aggressive collection efforts.
When a borrower fails to make a required payment on a loan, the Bank attempts
to cause the deficiency to be cured by contacting the borrower.  In most
cases, deficiencies are cured promptly.

Generally, when a real estate loan becomes delinquent more than 90 days, an
evaluation of the security is performed. If the evaluation indicates that the
value of the collateral is less than the book value of the loan, a valuation
allowance is established for such loan.  When deemed appropriate by
management, the Bank institutes action to foreclose on the real estate or to
acquire the real estate by deed in lieu of foreclosure.  A decision as to
whether and when to initiate foreclosure proceedings is based on such factors
as the amount of the outstanding loan in relation to the original
indebtedness, the extent of the delinquency and the borrower's ability and
willingness to cooperate in curing delinquencies.  If a foreclosure occurs,
the real estate is sold at public sale and may be purchased by the Bank.
Installment loans are generally charged off if four payments have been missed.

Generally, all other loans are placed on non-accrual status if they are 90
days or more delinquent.  A loan may remain on an accrual status after it is
90 days delinquent if it is reasonably certain the account will be settled in
its entirety or brought current within a 30-day period.  The current year's
accrued interest on loans placed on non-accrual status is charged against
earnings.  Previous year's accrued interest is charged against the allowance
for loan losses.  Cash payments received on non-accrual loans are applied
against principal until the balance is repaid.  Any remaining payments are
credited to earnings.  Non-performing loans include non-accrual loans,
renegotiated loans and ninety days or more past due loans.  All loans, except
one-to four-family real estate, which are ten days delinquent are sent to the
Collections Department for collection.  One- to four-family real estate loans
are sent when they are fifteen days delinquent.  As of December 31, 1997,
management knew of no significant loans not now disclosed that would cause
management to have serious doubts as to the ability of the borrowers to comply
with present loan repayment terms.
                                    -9-


<PAGE>
<TABLE>
The following table sets forth certain information regarding the past-due,
non-accrual and renegotiated loans of the Bank at the dates indicated:
<CAPTION>
                                      At December 31,
                           --------------------------------------
                            1997   1996    1995     1994     1993
                                      (In thousands)
<S>                        <C>     <C>     <C>      <C>    <C>
Loans accounted for on
 nonaccrual basis          $509    $535    $314     $239    $  77
Accruing loans which are
 past due 90 days or more   241      90     208      402       43
Renegotiated loans            -       -       -      211      205
                            ---     ---     ---      ---      ---
    Total                  $750    $625    $522     $852     $325
                            ===     ===     ===      ===    =====
</TABLE>

If interest on non-accrual loans had been recognized during 1997, such income
would have been $41,000.  The amount recognized was not material.

Real estate acquired, or deemed acquired, by the Bank as a result of
foreclosure proceedings is classified as other real estate owned ("OREO")
until it is sold.  Interest accrual, if any, ceases no later than the date of
acquisition of the real estate, and all costs incurred from such date in
maintaining the property are expensed.  Costs relating to the development and
improvement of the property are capitalized. OREO is recorded by the Bank at
the lower of cost or fair value less estimated costs of disposal, and any
write-down resulting therefrom is charged to the allowance for loan losses.
If fair value less estimated costs of disposal subsequently falls below the
carrying amount, a valuation allowance account is established in the amount of
the deficiency.  If the fair value less estimated costs of disposal
subsequently increases and is more than the carrying amount, the valuation
allowance is reduced, but not below zero.  Increases or decreases in the
valuation allowance are charged or credited to income.

Allowance for Loan Losses.  Federal regulations require that the Bank
establish prudent general allowances for loan losses.  Senior management, with
oversight responsibility provided by the Board of Directors, reviews on a
monthly basis the allowance for loan losses as it relates to a number of
relevant factors, including but not limited to, historical trends in the level
of non-performing assets and classified loans, current charge-offs and the
amount of the allowance as a percent of the total loan portfolio.  While
management believes that it uses the best information available to determine
the allowance for loan losses, unforeseen market conditions could result in
adjustments, and net earnings could be significantly affected if circumstances
differ substantially from the assumptions used in making the final
determination.  At December 31, 1997, the Bank's allowance for loan losses
totaled $2.8 million and was allocated primarily to the consumer segment of
the loan portfolio.  A similar allocation existed for all other dates
presented.
                                    -10-

<PAGE>
<TABLE>
The following table sets forth an analysis of the Bank's allowance for losses
on loans for the periods indicated:
<CAPTION>
                                                   December 31,
                                   ------------------------------------------
                                   1997      1996     1995     1994     1993
                                              (Dollars in thousands)
<S>                               <C>      <C>      <C>      <C>      <C>
Balance at beginning of
 period                         $  2,686 $  2,644 $  2,561 $  2,474 $  2,000

Charge-offs:
 Commercial and industrial          (178)     (28)     (13)     (40)     (48)
 Commercial real estate                -        -        -        -      (57)
 Agricultural                          -       (3)     (46)       -       (8)
 Residential real estate              (6)      (1)      (2)     (11)     (45)
 Installment                        (694)    (560)    (356)    (287)    (282)
 Credit card                         (64)    (189)     (55)     (38)     (28)
 Other                                 -       (4)       -        -        -
                                 -------  -------  -------  -------  -------
  Total charge-offs                 (942)    (785)    (472)    (376)    (468)
                                 -------  -------  -------  -------  -------
Recoveries:
 Commercial and industrial            63       42       10       12       18
 Commercial real estate                -        -        -        1        5
 Agricultural                          -        8        1        9        7
 Residential real estate               2        -        6        3       77
 Installment                         133      158      159      149      155
 Credit card                          17       13       19       13       20
 Other                                 2        6        -        1        -
                                  ------    -----    -----    -----    -----
  Total recoveries                   217      227      195      188      282
                                  ------    -----    -----    -----    -----

Net charge-offs                     (725)    (558)    (277)    (188)    (186)
Provision for possible
 loan losses                         800      600      360      275      660
                                 -------  -------  -------  -------  -------
  Balance at end of period      $  2,761 $  2,686 $  2,644 $  2,561 $  2,474
                                   =====    =====    =====    =====    =====
Ratio of net charge-offs to
 average loans outstanding
 during the period                  0.26%    0.22%    0.13%    0.09%    0.11%
                                    ====     ====     ====     ====     ====

Average loans outstanding       $274,372 $256,761 $218,552 $201,531 $177,084
                                 =======  =======  =======  =======  =======
</TABLE>




                                    -11-


<PAGE>
Because the loan loss allowance is based on estimates, it is monitored
regularly and adjusted as necessary to provide an adequate allowance.  For
1998, the Bank anticipates about the same amount of loan net charge-offs for
each type of loan as that experienced in 1997.  See Exhibit 99, "Safe Harbor
Under the Private Securities Litigation Reform Act of 1995" attached hereto
which is incorporated herein by reference.




                                     -12-


<PAGE>
Investment Activities
<TABLE>
The following table sets forth the composition of the Bank's securities
portfolio, based on amortized cost, at the dates indicated:
<CAPTION>
                                           At December 31,
                                -----------------------------------
                                   1997         1996         1995
                                           (In thousands)
<S>                             <C>          <C>          <C>
U.S. Treasuries & U.S.
 agency notes                   $44,380      $42,122      $40,962
U.S. Government agency
 mortgage-backed securities      49,256       25,577       25,014
Other mortgage-backed
 securities                      13,212        9,556       11,189
Other securities                  4,347        3,470        3,274
                                -------       ------       ------
Total securities available
 for sale                       111,195       80,725       80,439
                                -------       ------       ------
Municipal securities             11,164        7,463        8,191
                                -------       ------       ------
Total securities held
 to maturity                     11,164        7,463        8,191
                                -------       ------       ------
Total securities               $122,359      $88,188      $88,630
                                =======       ======       ======
</TABLE>

In December 1994 the Bank restructured its taxable security portfolio and sold
$42.4 million of U.S. Treasury securities at a loss of $1.4 million and
purchased $28.5 million in U.S. Treasury and U.S. Agency securities with
incremental maturities over a five-year period.  The remaining $12.5 million
was used to purchase U.S. Agency mortgage-backed securities with an average
maturity of 5.3 years that would provide regular monthly cash flows available
for reinvestment at current rates.  As these securities mature, they are
reinvested in the five-year maturity range.  All of these securities are
classified as available for sale to provide flexibility in managing the
portfolio.  The result of this restructure is evidenced by the substantial
increase in interest income on securities achieved in 1995 through 1997,
and a reduction in the interest rate risk in the Bank's portfolio.  During
1996 and 1997, the majority of the additions to the portfolio have been in
medium-term callable U.S.Agency bonds and mortgage-backed securities with
projected average lives of three to seven years.  See Notes 1 and 2 of the
Notes to Consolidated Financial Statements.  Most of the municipal securities
held by the Bank were purchased in 1985 and are being held until maturity due
to their yield and tax benefits.



                                    -13-


<PAGE>
During the fourth quarter of 1997, the Bank purchased approximately $4.6
million of 15-20 year maturity tax exempt securities.  Also during the fourth
quarter of 1997, the Bank purchased $30 million of U.S. Agency mortgage-backed
securities with funds borrowed from the Federal Home Loan Bank at an
anticipated spread of 150 basis points before tax.  The portfolio has
approximately $1.2 million of net appreciation over the amortized cost at
December 31, 1997.

The following table sets forth the amortized cost of the Bank's securities
portfolio at December 31, 1997.  U.S. agency mortgage-backed securities are
categorized according to their expected prepayment speeds.  All other
securities are categorized based on contractual maturity.  Actual maturities
may differ from contractual maturities when borrowers have the right to call
or prepay obligations.  Yields do not include the effects of income taxes.
<TABLE>
<CAPTION>
                   Less than 1 year      1 to 5 years       5 to 10 years
                   ----------------   ------------------   ----------------
                           Weighted             Weighted           Weighted
                   Book    average     Book      average    Book   average
                            yield                 yield             yield
                   ----    -------     ----      -------    ----   -------
                                     (Dollars in thousands)
<S>               <C>        <C>     <C>           <C>    <C>        <C>
U.S. Treasuries
 and U.S. Agency
 obligations     $14,218     6.94%   $10,964       6.53%  $19,198    6.92%
U.S. Agency
 mortgage-backed
 securities       10,533     7.34     26,408       7.09    12,315    6.78
Other mortgage-
 backed securities     -        -          -          -         -       -
Other securities       -        -          -          -         -       -
                  ------              ------               ------
Total securities
 available for
 sale             24,751     7.11     37,372       8.93    31,513    6.86
                  ------              ------               ------
Municipal
 securities        5,575     7.12      3,781       9.20     1,237    8.94
                  ------              ------               ------
Total securities
 held to maturity  5,575     7.12      3,781       9.20     1,237    8.94
                  ------              ------               ------
Total securities $30,326     7.11%   $41,153       7.14%  $32,750    6.94%
                   =====              ======               ======






                                    -14-


<PAGE>
                    Over 10 years          Total
                   ----------------   ------------------
                           Weighted             Weighted
                   Book    average     Book      average
                            yield                 yield
                   ----    -------     ----      -------
                          (Dollars in thousands)
U.S. Treasuries
 and U.S. Agency
 obligations     $     -        -%   $44,380       6.83%
U.S. Agency
 mortgage-backed
 securities            -        -     49,256       7.07
Other mortgage-
 backed
 securities       13,212     5.70     13,212       5.70
Other securities   4,347     7.16      4,347       7.16
                  ------             -------
Total securities
 available for
 sale             17,559     6.06    111,195       6.81
                  ------             -------
Municipal
 securities          571     5.23     11,164       7.93
                  ------             -------
Total securities
 held to maturity    571     5.23     11,164       7.93
                  ------              ------
Total securities $18,130     6.03%  $122,359       6.91%
                  ======              ======
</TABLE>






                                    -15-


<PAGE>
Trust Services

The Bank received trust powers in 1922 and currently holds $174 million in net
assets in the Trust Department. The Annual Report of Trust Assets filed with
the FDIC and the OCC reports $137 million in managed assets among 532
accounts, and an additional $41 million of non-discretionary assets held in
425 accounts on December 31, 1997.  These assets are not included in the
Bank's balance sheet because, under federal law, neither the Bank nor its
creditors can assert any claim against funds held by the Bank in its fiduciary
capacity.

In addition to administering trusts, the services offered by the Trust
Department include investment management, estate planning and administration,
tax and financial planning and employee benefit plan administration.  During
1997, the Trust Department entered into an agreement with a licensed broker-
dealer and insurance agent to provide investment services to customers of the
Bank and others, enabling them to purchase fixed annuities, variable
annuities, mutual funds, and stocks and bonds.  The Trust Department is
staffed by five officers and four staff members and generated $927,000 in fee
income during 1997.

Deposits and Borrowings

General.  Deposits have traditionally been the primary source of the Bank's
funds for use in lending and other investment activities.  In addition to
deposits, the Bank derives funds from interest payments and principal
repayments on loans and income on earning assets.  Loan payments are a
relatively stable source of funds, while deposit inflows and outflows
fluctuate more in response to general interest rates and money market
conditions.

Deposits.  Deposits are attracted principally from within the Bank's market
area through the offering of numerous deposit instruments, including checking
accounts, regular passbook savings accounts, NOW accounts, money market
deposit accounts, term certificate accounts and individual retirement accounts
("IRAs").  Interest rates paid, maturity terms, service fees and withdrawal
penalties for the various types of accounts are established periodically by
the Bank's Asset/Liability Committee and the Executive Committee based on the
Bank's liquidity requirements, growth goals and market trends.  The Bank does
not use brokers to attract deposits.  The amount of deposits from outside the
Bank's market area is not significant.






                                    -16-


<PAGE>
<TABLE>
The following table sets forth the dollar amount of deposits in the various
types of products offered by the Bank as of December 31:
<CAPTION>
                           Percent             Percent              Percent
                    1997   of total    1996    of total    1995     of total
                    ----   --------    ----    --------    ----     --------
                                    (Dollars in thousands)
<S>                <C>        <C>     <C>         <C>     <C>          <C>
Demand            $38,662     12%    $35,731      12%    $36,188       12%
NOW                53,994     17      49,015      16      45,927       16
Savings            34,445     10      35,702      11      37,562       13
Money market
 deposit           29,113      9      28,009       9      20,465        7
CDs less than
 $100,000         146,005     44     141,679      46     130,062       45
CDs greater than
 $100,000          26,899      8      18,788       6      21,110        7
Other                 214      -         203       -         189        -
                  -------    ---     -------     ---     -------      ---
 Total
  deposits(1)    $329,332    100%   $309,127     100%   $291,503      100%
                  =======    ===     =======     ===     =======      ===

                           Percent             Percent
                    1994   of total    1993    of total
                    ----   --------    ----    --------
                           (Dollars in thousands)

Demand            $30,591     12%    $27,419      11%
NOW                46,184     19      46,686      19
Savings            49,025     20      58,350      24
Money market
 deposit            5,185      2       4,504       2
CDs less than
 $100,000         103,591     41      91,014      38
CDs greater than
 $100,000          14,219      6      15,325       6
Other                 146      -         186       -
                  -------    ---     -------     ---
 Total
  deposits(1)    $248,941    100%   $243,484     100%
                  =======    ===     =======     ===
____________________________________
<FN>
(1)IRAs are offered under all deposit account types.
</FN>
</TABLE>



                                   -17-

<PAGE>

At December 31, 1997, the Bank's certificates of deposit, excluding deposits
greater than $100,000, totaled $146.0 million, or 44% of total deposits.  Of
such amount, approximately $94.1 million matures within one year.

<TABLE>
The following table sets forth the dollar amount of time deposits greater than
$100,000 maturing in the periods indicated:
<CAPTION>
            Maturity                     At December 31, 1997
            --------                     --------------------
                                            (In thousands)
        <S>                                    <C>
        Three months or less                   $ 7,893
        Over 3 months to 6 months               10,319
        Over 6 months to 12 months               4,768
        Over twelve months                       3,919
                                                ------
          Total                                $26,899
                                                ======
</TABLE>

Borrowings.  The Federal Reserve System functions as a central reserve bank
providing credit for its member banks and certain other financial
institutions.  As a member in good standing of the Federal Reserve Bank of
Cleveland, the Bank is authorized to apply for advances, provided certain
standards of credit-worthiness have been met.  The Bank is also a member of
the Federal Home Loan Bank system.  The Bank currently has outstanding $44.2
million of borrowings from the Federal Home Loan Bank to fund the purchase of
adjustable-rate, one-to four-family real estate loans and U.S. Agency
mortgage-backed securities.
<TABLE>
The following table sets forth certain information regarding the Bank's
outstanding borrowings at the dates and for the periods indicated:
<CAPTION>
                                               December 31,
                                        --------------------------
                                          1997      1996      1995
                                           (Dollars in thousands)
<S>                                    <C>       <C>       <C>
Maximum amount of short-term
 borrowings outstanding at any
 month end during period               $63,364   $34,401   $31,193
Average amount of short-term
 borrowings outstanding during
 period                                 43,845    32,186    11,864
Amount of short-term borrowings
 outstanding at end of period           62,734    31,113    31,110
Weighted average interest rate of
 short-term borrowings during period      5.44%     5.27%     5.33%
Weighted average interest rate of
 short-term borrowings at end of
 period                                   5.86      5.27      5.39
</TABLE>
                                    -18-


<PAGE>
Average Balance Sheets

The following table presents, for the years indicated, the total dollar
amounts of interest from average interest-earning assets and the resultant
yields, as well as the interest expense on average interest-bearing
liabilities, expressed both in dollars and rates.  The table does not reflect
any effect of income taxes and includes non-performing loans in the
calculations.
<TABLE>
<CAPTION>
                             1997                            1996
                 ----------------------------    ---------------------------
                  Average            Interest     Average           Interest
                outstanding  Yield/  earned/    outstanding  Yield/  earned/
                  balance     rate    paid        balance     rate    paid
<S>              <C>          <C>    <C>         <C>          <C>    <C>

Loans (1)        $274,372     8.76%  $24,039     $256,761     8.73%  $22,413
Securities
 available
 for sale          95,029     7.05     6,699       78,235     7.14     5,583
Securities
 held to
 maturity           7,867     7.89       621        7,632     8.27       632
Deposits in banks     866     5.16        45          155     5.78         9
Federal funds sold  3,582     5.60       200        3,562     5.27       187
                  -------             ------      -------             ------
Total interest-
 earning assets   381,716     8.28    31,604      346,345     8.32    28,824

Non-earning
 assets            26,718                          24,263
Allowance for
 loan losses       (2,682)                         (2,682)
                  -------                         -------
Total assets     $405,752                        $367,926
                  =======                         =======

Savings deposits $ 34,538     2.79       963     $ 36,851     2.80     1,033
NOW and MMDA       81,461     2.89     2,358       71,177     2.79     1,987
CD's over $100M    25,190     5.53     1,394       19,650     5.44     1,069
Other time
 deposits         145,105     5.73     8,307      136,535     5.82     7,942
Short-term
 borrowings        43,845     5.44     2,386       32,186     5.28     1,699
Long-term debt        874     8.37        73        1,070     7.98        85
                  -------             ------      -------             ------
Total interest-
 bearing
 liabilities      331,013     4.68    15,481      297,467     4.64    13,815
                                      ------                          ------

                                   -19-


<PAGE>

Demand deposits    33,516                          32,857
Other liabilities   2,780                           2,644
Capital            38,443                          34,957
                  -------                         -------
Total liabilities
 and capital     $405,752                        $367,926
                  =======                         =======
Net interest
 income                              $16,123                         $15,009
                                      ======                          ======
Interest rate
 spread                       3.60%                           3.68%
Net interest
 income margin                4.22                            4.33
Ratio of
 interest-earning
 assets to
 interest-bearing
 liabilities       115.43%                         116.43%


                                 1995
                      ----------------------------
                       Average            Interest
                     outstanding  Yield/  earned/
                       balance     rate    paid

Loans (1)             $218,552      8.90%  $19,449
Securities
 available for sale     61,659      7.41     4,569
Securities
 held to
 maturity:              10,158      8.25       838
Deposits in banks          111      6.28         7
Federal funds sold       5,812      5.95       346
                       -------              ------
Total interest-
 earning assets        296,292      8.51    25,209

Non-earning
 assets                 20,770
Allowance for
 loan losses            (2,627)
                       -------
Total assets          $314,435
                       =======





                                    -20-


<PAGE>

Savings deposits      $ 40,782      2.80     1,140
NOW and MMDA            57,687      2.60     1,497
CD's over $100M         19,650      5.69     1,119
Other time
 deposits              119,741      5.84     6,992
Short-term
 borrowings             11,864      5.17       613
Long-term debt           1,262      8.56       108
                       -------              ------
Total interest-
 bearing
 liabilities           250,986      4.57    11,469
                                            ------
Demand deposits         29,965
Other liabilities        2,157
Capital                 31,327
                       -------
Total liabilities
 and capital          $314,435
                       =======
Net interest
 income                                   $13,740
                                           ======
Interest rate
 spread                            3.94%
Net interest
 income margin                     4.64
Ratio of
 interest-earning
 assets to
 interest-bearing
 liabilities            118.05%

-------------------------------------------
<FN>
(1) Includes nonaccrual loans.
</FN>
</TABLE>






                                    -21-


<PAGE>
<TABLE>
The following table describes the extent to which the changes in interest
rates and changes in volume of interest-related assets and liabilities have
affected the Bank's interest income and expense during the periods indicated.
For each category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to (i) changes in volume (the
difference between the average volume for the periods compared, multiplied
by the prior year's yield or rate paid), (ii) changes in rate (the difference
between the weighted average yield or rate paid for the periods compared,
multiplied by the prior year's average volume) and (iii) changes not solely
attributable to either volume or rate.

                                            Years ended December 31,
                                     ------------------------------------
                                                  1997 vs 1996
                                     ------------------------------------
                                           Increase (decrease) due to
                                     ------------------------------------
                                                         Rate/
                                     Volume     Rate    volume     Total
                                     ------     ----    -------    -----
                                                 (In thousands)
<S>                                  <C>       <C>       <C>       <C>
Interest income attributable to:
 Loans                               $1,460    $ (143)   $ 309     $1,626
 Securities available for sale        1,184       (52)     (16)     1,116
 Securities held to maturity             19       (28)      (1)       (10)
 Deposits in banks                       41        (1)      (4)        36
 Federal funds sold                       1        12        -         13
                                      -----     -----      ---      -----
   Total interest-earning assets      2,705      (212)     288      2,781
                                      -----     -----      ---      -----
Interest expense attributable to:
 Savings deposits                       (65)       (5)       -       (70)
 NOW and MMDA                           287        73       11        371
 CD's over $100,000                     301        18        5        324
 Other time deposits                    499      (126)      (8)       365
 Short-term borrowings                  632        44       12        688
 Long-term debt                         (16)        4       (1)       (13)
                                      -----     -----      ---      -----
    Total interest-bearing
      liabilities                     1,638         8       19      1,665
                                      -----     -----      ---      -----
   Net interest income               $1,067    $ (220)   $ 269     $1,116
                                      =====     =====      ===      =====
</TABLE>





                                   -22-


<PAGE>
<TABLE>
<CAPTION>

                                            Years ended December 31,
                                     ------------------------------------
                                                  1996 vs 1995
                                     ------------------------------------
                                           Increase (decrease) due to
                                     ------------------------------------
                                                         Rate/
                                     Volume     Rate    volume     Total
                                     ------     ----    -------    -----
                                                 (In thousands)
<S>                                  <C>       <C>       <C>       <C>
Interest income attributable to:
 Loans                               $3,401    $ (372)   $ (65)    $2,964
 Securities available for sale        1,227      (168)     (45)     1,014
 Securities held to maturity           (208)        3       (1)      (206)
 Deposits in banks                        3        (1)       -          2
 Federal funds sold                    (134)      (40)      15       (159)
                                      -----      ----      ---      -----
   Total interest-earning assets      4,289      (578)     (96)     3,615
                                      -----      ----      ---      -----
Interest expense attributable to:
 Savings deposits                      (110)        3        -       (107)
 NOW and MMDA                           350       114       26        490
 CD's over $100,000                       -       (50)       -        (50)
 Other time deposits                    981       (27)      (4)       950
 Short-term borrowings                1,050        13       23      1,086
 Long-term debt                         (17)       (7)       1        (23)
                                      -----      ----      ---      -----
    Total interest-bearing
      liabilities                     2,254        46       46      2,346
                                      -----      ----      ---      -----
   Net interest income               $2,035    $ (624)   $(142)    $1,269
                                      =====     =====      ===      =====
</TABLE>






                                  -23-


<PAGE>

Competition

The Bank competes for deposits with other commercial banks, savings
associations and credit unions and with the issuers of commercial paper and
other securities, such as shares in money market mutual funds.  The primary
factors in competing for deposits are interest rates and convenience of office
location.  In making loans, the Bank competes with other commercial banks,
savings associations, mortgage bankers, consumer finance companies, credit
unions, leasing companies, insurance companies and other lenders.  The Bank
competes for loan originations primarily through the interest rates and loan
fees it charges and through the efficiency and quality of services it provides
to borrowers.  Competition is affected by, among other things, the general
availability of lendable funds, general and local economic conditions, current
interest rate levels and other factors which are not readily predictable.

For years the Bank has competed within its market area with several regional
bank holding companies, each with assets in excess of $4 billion.  The size of
these financial institutions and others competing with the Bank is likely to
increase further as a result of changes in statutes and regulations
eliminating various restrictions on interstate and inter-industry branching
and acquisitions.  Community banks will be challenged by these larger
competitors and the greater capital resources they control.







                                    -24-


<PAGE>
                                REGULATION

General

Because of its ownership of all the outstanding stock of the Bank, InterCounty
is subject to regulation, examination and oversight by the FRB as a bank
holding company under the BHCA.  The Bank, as a national bank, is subject to
regulation, examination and oversight by the OCC and special examination by
the FRB.  The Bank is a member of the Federal Reserve Bank of Cleveland and a
member of the Federal Home Loan Bank of Cincinnati.  In addition, since its
deposits are insured by the FDIC, the Bank is also subject to some regulation,
oversight and special examination by the FDIC.  The Bank must file periodic
financial reports with the FDIC, the OCC and the Federal Reserve Bank of
Cleveland.  Examinations are conducted periodically by these federal
regulators to determine whether the Bank and InterCounty are in compliance
with various regulatory requirements and are operating in a safe and sound
manner.

Bank Holding Company Regulation

General.  InterCounty is subject to the BHCA and the regulations of the FRB
promulgated thereunder.  It is registered with the FRB as a bank holding
company and must file periodic reports with that agency.  Under the BHCA,
InterCounty must notify the FRB if, during any one-year period, it intends to
purchase or redeem shares in an amount such that the total amount paid for
such purchases or redemptions, net of amounts received for sales of shares,
is greater than 10% of the net worth of InterCounty.

Capital Adequacy and Source of Strength.  The FRB has adopted capital adequacy
guidelines for bank holding companies, pursuant to which such companies, on a
consolidated basis, must maintain total capital of at least 8% of risk-
weighted assets.  Risk-weighted assets consist of all assets, plus credit
equivalent amounts of certain off-balance sheet items (such as standby letters
of credit), which are weighted at percentage levels ranging from 0% to 100%,
on the relative credit risk of the asset.  At least half of the
total capital to meet this risk-based requirement must consist of core or
"Tier 1" capital, which includes common stockholders' equity, qualifying
perpetual preferred stock (up to 25% of Tier 1 capital) and minority interests
in the equity accounts of consolidated subsidiaries, less goodwill.  The
remainder of total capital may consist of supplementary or "Tier 2 capital",
which includes subordinated debt and intermediate-term preferred stock (up to
50% of Tier 2 capital), certain hybrid capital instruments and other debt
securities, any remaining perpetual preferred stock, and general loan loss
allowances (up to 1.25% of risk-weighted assets).  In addition to this
risk-based capital requirement, the FRB requires bank holding companies to
meet a leverage ratio of a minimum level of Tier 1 capital to average total
consolidated assets of 3%, if they have the highest regulatory examination
rating, well-diversified risk and minimal anticipated growth or expansion.
All other bank holding companies are expected to maintain a leverage ratio
from at least 4% to 5% of average total consolidated assets.  InterCounty was
in compliance with these capital requirements at December 31, 1997.

                                -25-


<PAGE>
<TABLE>
A summary of the regulatory capital of InterCounty and the Bank and the
minimum capital levels required by the FRB as of December 31, 1997, is as
follows:

                            InterCounty                 Bank
                          ----------------         ----------------
                                    (Dollars in thousands)
<S>                       <C>       <C>            <C>       <C>
Total risk-based
  Actual                  $43,072   14.66%         $43,701   14.87%
  Required                 23,507    8.00           23,507    8.00
                           ------   -----           ------   -----
  Excess                  $19,565    6.66%         $20,194    6.87%
                           ======   =====           ======   =====

Tier 1 risk-based
  Actual                  $40,311   13.72%         $40,940   13.93%
  Required                 11,753    4.00           11,753    4.00
                           ------   -----           ------   -----
  Excess                  $28,558    9.72%         $29,187    9.93%
                           ======   =====           ======   =====
Tier 1 leverage
  Actual                  $40,311    9.25%         $40,940    9.40%
  Required                 13,068    3.00           13,068    3.00
                           ------   -----           ------   -----
  Excess                  $27,243    6.25%         $27,872    6.40%
                           ======   =====           ======   =====
</TABLE>

The FRB has issued regulations under the BHCA requiring a bank holding company
to serve as a source of financial and managerial strength to its subsidiary
banks and to operate in a safe and sound manner.  It is the policy of the FRB
that a bank holding company be ready and able to use its resources to provide
capital to its subsidiary banks during periods of financial stress or
adversity.  A bank holding company is required by law to guarantee the
compliance of any insured depository institution subsidiary that may become
"undercapitalized" (defined in the regulations as not meeting minimum capital
requirements) with the terms of the capital restoration plan filed by such
subsidiary with its appropriate federal banking agency.  Such guarantee is
limited to the lesser of (i) 5% of the institution's total assets at the time
the institution becomes undercapitalized, or (ii) the amount which is
necessary (or would have been necessary) to bring the institution into
compliance with all applicable capital standards as of the time the
institution fails to comply with such capital restoration plan.





                                   -26-


<PAGE>
Activity and Acquisition Restrictions.  The BHCA prohibits InterCounty from
engaging in or from acquiring ownership or control of more than 5% of the
outstanding shares of any class of voting stock of any company engaged in a
nonbanking business, unless such business is determined by the FRB to be so
closely related to banking as to be a proper incident thereto.  In addition,
the FRB has the authority to require a bank holding company to terminate any
activity or relinquish control of any nonbank subsidiary (other than a nonbank
subsidiary of a bank) upon the determination by the FRB that such activity or
control constitutes a serious risk to the financial soundness and stability
of any bank subsidiary of the bank holding company.  InterCounty currently has
no nonbank subsidiaries.

Congress is considering a number of legislative proposals which would expand
the permissible activities of InterCounty or a new form of holding company for
InterCounty.  These proposals include an expansion of permissible securities,
insurance and other financial activities.  Many of these proposed new
activities may involve greater financial risk to InterCounty than the current
permissible activities.  No assurance can be given as to what form, if any,
final legislation in this regard may take.

Transactions between InterCounty and the Bank are subject to statutory limits
in Sections 23A and 23B of the Federal Reserve Act (the "FRA").  See "National
Bank Regulation -- Transactions With Insiders and Affiliates."

The BHCA prohibits InterCounty from acquiring direct or indirect control of
more than 5% of any class of voting stock or substantially all of the assets
of any bank or from merging or consolidating with another bank holding company
without the prior approval of the FRB.  The FRB is authorized to approve the
application of a bank holding company to acquire any bank or savings
association.

National Bank Regulation

Office of the Comptroller of the Currency.  The OCC is an office in the
Department of the Treasury and is subject to the general oversight of the
Secretary of the Treasury.  The OCC is responsible for the regulation and
supervision of all national banks, including the Bank, and imposes assessments
on national banks based on their asset size to cover the costs of general
supervision and examination.  The OCC also may initiate enforcement actions
against national banks and certain persons affiliated with them for violations
of laws or regulations or for engaging in unsafe or unsound practices.  If the
grounds provided by law exist, the OCC may appoint a conservator or receiver
for a national bank.

Activities and Investments.  The OCC issues regulations governing the
operation of national banks and, in accordance with federal law, prescribes
the permissible investments and activities of national banks, including the
type of lending that such institutions may engage in and the investments in
real estate, subsidiaries and corporate or government securities that they may
make.  National banks are limited generally to engaging in those activities
and making those investments that constitute the business of banking.  These

                                   -27-


<PAGE>
consist of activities and investments specifically permitted by federal law or
deemed to be incidental to a specifically authorized power.  Federal law
generally prohibits national banks from making equity or real estate
investments, other than investments in certain federal government corporations
or entities, office premises, or in OREO for up to five years.  They may
invest in operating subsidiaries, of which they must own more than 50% of the
voting (or similar type of controlling) interest, of the capital stock, in
any amount and in bank service corporations, owned with other banks, up to the
lesser of 10% of unimpaired capital and surplus and 5% of assets.  Regulations
of the OCC allow operating subsidiaries of national banks to engage in certain
activities which are related to or incidental to the business of banking and
which a national bank may not engage in directly.

The Bank has no operating subsidiaries or bank service corporations.  National
banks may engage in discount brokerage, and may underwrite government
securities; however, debt investments in any one issuer are limited to 10%
of unimpaired capital and surplus.  They are also subject to activity and
investment limits imposed on state-chartered banks, unless those limits
infringe on powers specifically authorized by federal law or would impose an
undue burden on the conduct of their banking business.  These state law limits
are enforced by the OCC, not the state banking authorities.

Until recently, a national bank was permitted to branch only within the state
in which its main office is located, subject to any more restrictive state law
limits and OCC approval.  Branches include any office at which deposits are
received or from which checks are paid or money is lent.  Total investment in
office premises may not exceed the amount of a national bank's paid-in capital
stock without OCC approval.  Effective in June 1997, the Bank is permitted to
merge or consolidate with a bank located in another state, unless that state
has specifically prohibited such an interstate transaction.

The OCC is authorized to grant trust powers to a national bank to the extent
such powers are authorized by the laws of the state in which the bank is
located.  National banks authorized to exercise trust powers are required to
follow OCC guidelines on conducting such a business and are subject to special
OCC examinations.  The Bank is authorized to and does engage in a trust
business.  See "Description of Business-Trust Services."

National banks are subject to regulatory oversight under various consumer
protection and fair lending laws.  These laws govern, among other things,
truth-in-lending disclosure, equal credit opportunity, fair credit reporting
and community reinvestment.  Failure to abide by federal laws and regulations
governing community reinvestment, which evaluate actual lending and investment
within a bank's designated service area, with particular emphasis on low-to-
moderate income areas and borrowers, could limit the ability of a national
bank to open a new branch or engage in a merger transaction.

Capital Requirements.  The Bank is required to meet certain minimum capital
requirements set by the OCC.  These requirements consist of risk-based capital



                                 -28-

<PAGE>

guidelines and a leverage ratio, which are substantially the same as the
capital requirements imposed on InterCounty.   The Bank was in compliance
with those capital requirements at December 31, 1997.  See "Bank Holding
Company Regulation - Capital Adequacy and Source of Strength."

The OCC may adjust the risk-based capital requirement of a national bank on
an individualized basis to take into account risks due to concentrations of
credit or nontraditional activities.

The OCC must approve any change in equity capital, including increases in
authorized stock, certain reductions in capital and stock dividends.  In
addition, if the capital stock is impaired due to losses, the OCC may assess
shareholders,  which for the Bank would be InterCounty, for such deficiency.
If the deficiency is not made up, the OCC may close the bank or require that
its directors sell the shareholders' stock at public auction.

The OCC has adopted regulations governing prompt corrective action to resolve
the problems of capital deficient and otherwise troubled national banks.  At
each successively lower defined capital category, a national bank is subject
to more restrictive and numerous mandatory or discretionary regulatory actions
or limits, and the OCC has less flexibility in determining how to resolve the
problems of the institution.  In addition, the OCC generally can downgrade a
national bank's capital category, notwithstanding its capital level, if, after
notice and opportunity for hearing, the national bank is deemed to be engaging
in an unsafe or unsound practice, because it has not corrected deficiencies
that resulted in it receiving a less than satisfactory examination rating on
matters other than capital or it is deemed to be in an unsafe or unsound
condition.  National banks are prohibited from making a capital distribution
to anyone or paying management fees to any person having control of the bank
if, after such distribution or payment, the bank would be undercapitalized.
All undercapitalized national banks must submit a capital restoration plan to
the OCC within 45 days after it becomes undercapitalized.  Such banks will be
subject to increased monitoring and asset growth restrictions and will be
required to obtain prior approval for acquisitions, branching and engaging in
new lines of business.  Any company controlling a national bank that is
subject to a capital restoration plan must provide a limited performance
guaranty of the plan.  Furthermore, critically undercapitalized national banks
must be placed in conservatorship or receivership within 90 days of reaching
that capitalization level, except under limited circumstances.  The Bank's
capital at December 31, 1997, met the standards for the highest capital
category, a well-capitalized national bank.

Dividend Limits.  A national bank is prohibited from paying dividends if it
would decrease its surplus below its level of paid-in-capital or if less than
1/10 of net profits for the preceding six months for a quarterly or
semi-annual dividend, or the preceding year for an annual dividend, was
transferred to surplus.  In addition, the OCC must approve any dividend in
property or any dividend that would increase total dividends during a calendar
year to a level in excess of net profits for that year and retained net
profits during the prior two years, less any required transfers to surplus or
stock retirement funds.  At December 31, 1997, the Bank had $7.7 million
available to pay dividends.

                                  -29-


<PAGE>
The OCC can prohibit the payment of any dividend by the Bank it believes to it
to be an unsafe or unsound practice.  In addition, no capital contributions
are permitted if such payment would render the national bank
"undercapitalized" under the prompt corrective action regulations.  Based on
the current financial condition of the Bank, these provisions are not expected
to affect the current ability of the Bank to pay dividends to InterCounty.

Lending Limits.  OCC regulations generally limit the aggregate amount that a
national bank can lend to one borrower to an amount equal to 15% of the bank's
unimpaired capital and surplus.  A national bank may loan to one borrower an
additional amount not to exceed 10% of the association's unimpaired capital
and surplus, if the additional amount is fully secured by certain forms of
"readily marketable collateral."  Certain types of loans are not subject to
these limits.  In applying these limits, the regulations require that loans to
certain related borrowers be aggregated.  The measure of capital and surplus
for the lending limit is total risk-based capital, plus all loan and lease
reserves not included in that capital category.

Transactions with Insiders and Affiliates.  Loans to executive officers,
directors and principal shareholders and their related interests must conform
to the OCC lending limit, and the total of all such loans cannot exceed the
national bank's capital and surplus for purposes of the lending limit.  Most
loans to directors, executive officers and principal shareholders must be
approved in advance by a majority of the "disinterested" members of the board
of directors of the bank with any "interested" director not participating.
All loans to directors, executive officers and principal shareholders must be
made on terms substantially the same as offered in comparable transactions
with the general public or under a program applicable to all Bank employees,
and loans to executive officers are subject to additional limitations.  The
Bank was in compliance with such restrictions at December 31, 1997.

All transactions between national banks and their affiliates, including
InterCounty, must comply with Sections 23A and 23B of the FRA.  An affiliate
of a national bank is any company or entity that controls, is controlled by or
is under common control with the national bank.  Generally, Sections 23A and
23B of the FRA (i) limit the extent to which a national bank or its
subsidiaries may engage in "covered transactions" with any one affiliate to an
amount equal to 10% of such association's capital stock and surplus, (ii)
limit the aggregate of all such transactions with all affiliates to an amount
equal to 20% of such capital stock and surplus, and (iii) require that all
such transactions be on terms substantially the same, or at least as favorable
to the bank, as those in transactions with a non-affiliate.  The term "covered
transaction" includes the making of loans, purchase of assets, issuance of a
guarantee and other similar types of transactions.  The Bank was in compliance
with these requirements and restrictions at December 31, 1997.

Federal Deposit Insurance Corporation and Assessments.  The FDIC is an
independent federal agency that insures the deposits up to prescribed
statutory limits, of federally insured banks and thrifts and safeguards the
safety and soundness of the banking and thrift industries.  The FDIC


                                  -30-


<PAGE>
administers two separate insurance funds, the BIF for commercial banks and
state savings banks and the SAIF for savings associations and banks who have
acquired SAIF deposits.  The FDIC is required to maintain designated levels of
reserves in each fund.

The SAIF deposits of Williamsburg obtained by the Bank in the Merger-
Conversion, including the attributed growth factor, which were $15.1 million
at December 31, 1997, remain insured in the SAIF.  The Bank is a member of
the BIF, and, at December 31, 1997, it had $314.3 million in deposits insured
in the BIF.  Deposit accounts are insured by the FDIC, up to the prescribed
limits.

The FDIC is authorized to establish separate annual assessment rates for
deposit insurance for members of each of the BIF and the SAIF.  The FDIC may
increase assessment rates for either fund if necessary to restore the fund's
ratio of reserves to insured deposits to its target level within a reasonable
time and may decrease such rates if such target level has been met.  The FDIC
has established a risk-based assessment system for both SAIF and BIF members.
Under this system, assessments vary based on the risk the institution poses to
its deposit insurance fund.  The risk level is determined based on the
institution's capital level and the FDIC's level of supervisory concern about
the institution.

Because the reserves of the BIF fund exceed the statutorily set minimum,
assessments for healthy BIF institutions were significantly decreased in the
last half of 1995.  Because the SAIF reserves did not meet the minimum
required, assessments paid by healthy institutions on deposits in the SAIF
have exceeded those paid by healthy banks beginning in 1996.

Federal legislation, which was effective September 30, 1996, provided for the
recapitalization of the SAIF by means of a special assessment of $.657 per
$100 of SAIF deposits held at March 31, 1995, in order to increase SAIF
reserves to the level required by law.  Certain banks were required to pay the
special assessment on only 80% of SAIF deposits held at that date.  That
legislation also required that BIF members begin to share the cost of prior
thrift failures.  As a result of the recapitalization of the SAIF and this
cost sharing between BIF and SAIF members, FDIC assessments for healthy
institutions during 1997 and 1998 have been set at $.013 per $100 in BIF
deposits and $.064 per $100 in SAIF deposits.

The SAIF deposits of the Bank at March 31, 1995, totaled $14.2 million.  The
Bank paid a special assessment of $94,102 on November 27, 1996, which was
accounted for and recorded as of September 30, 1996.  Beginning in 1997, the
Bank has paid FDIC assessments of $.064 on its deposits attributed to the SAIF
and $.013 on its BIF deposits.

Federal Reserve System.  The FRA requires national banks to maintain reserves
against their net transaction accounts (primarily checking and NOW accounts).
Such regulations currently require that reserves of 3% be maintained against


                                  -31-


<PAGE>
net transaction accounts up to $47.8 million (subject to an exemption of up to
$4.7 million), and that reserves of 10% be maintained against that portion of
total net transaction accounts in excess of $47.8 million.  These percentages
are subject to adjustment by the FRB.  At December 31, 1997, the Bank was in
compliance with its reserve requirements.


Federal Home Loan Banks

The Federal Home Loan Banks (the FHLBs), under the regulatory oversight of the
Federal Housing Financing Board, provide credit to their members in the form
of advances.  The Bank became a member of the FHLB of Cincinnati in early
1994.  To remain a member, the Bank must maintain an investment in the capital
stock of the FHLB of Cincinnati in an amount equal to the greater of 1% of the
aggregate outstanding principal amount of the Bank's residential real estate
loans, home purchase contracts and similar obligations at the beginning of
each year, or 5% of its advances from the FHLB.  The Bank is in compliance
with this requirement with an investment in FHLB of Cincinnati stock having a
book value of $4,013,000 at December 31, 1997.

Upon the origination or renewal of a loan or advance, the FHLB of Cincinnati
is required by law to obtain and maintain a security interest in collateral in
one or more of the following categories:  fully disbursed, whole first
mortgage loans on improved residential property or securities representing a
whole interest in such loans; securities issued, insured or guaranteed by the
U.S. government or an agency thereof; deposits in any FHLB; or other real
estate related collateral (up to 30% of the member's capital) acceptable to
the applicable FHLB, if such collateral has a readily ascertainable value and
the FHLB can perfect its security interest in the collateral.

An FHLB member that does not meet the qualified thrift lender ("QTL") test is
eligible to receive FHLB advances if it holds FHLB stock equal to 5% of total
advances divided by the percentage of qualified assets under the QTL test.
The QTL test requires that either (a) 65% of the member's "portfolio assets"
(total assets less goodwill and other intangibles, property used to conduct
business and liquid assets in an amount not exceeding 20% of total assets)
consist of qualified thrift investments on a monthly average basis in 9 out
of 12 months or (b) 60% of the member's assets (on a tax basis) must consist
of assets specified in the thrift test in the Internal Revenue Code of 1986,
as amended, which includes residential, deposit and education loans and
certain government obligations.

Each FHLB is required to establish standards of community investment or
service that its members must maintain for continued access to long-term
advances from the FHLBs.  The standards take into account a member's
performance under the Community Reinvestment Act and its record of lending to
first-time home buyers.  All long-term advances by each FHLB must be made only
to provide funds for residential housing finance.




                                    -32-

<PAGE>
Item 2.  Description of Property

The following table sets forth certain information at December 31, 1997,
regarding the properties on which the offices of the Bank are located:

                                    Owned                       Date
Location                          or leased                   acquired
--------                          ---------                   --------
48 North South Street
Wilmington, Ohio                    Owned                       1915

108 N. South Street
Wilmington, Ohio                    Owned                       1980

1334 Rombach Avenue
Wilmington, Ohio                    Owned                       1991

141 W. Main Street
New Vienna, Ohio                    Owned                       1967

114 N. Howard Street
Sabina, Ohio                        Owned                       1969

11 E. Washington Street
Sabina, Ohio                        Owned                       1969

125 Main Street
Blanchester, Ohio                   Owned                       1978

2248 Courseview Dr.
Mason, Ohio                         Owned                       1988

452 N. Main Street
Mt. Orab, Ohio                      Owned                       1981

120 S. Main Street
Georgetown, Ohio                    Owned                       1992

885 S. Main Street
Georgetown, Ohio                    Owned                       1992

733 Lila Avenue
Milford, Ohio                       Owned                       1991

244 W. Main Street
Williamsburg, Ohio                  Owned                       1993

7110 Bachman Road
Sardinia, Ohio                     Leased                       1994


                                    -33-


<PAGE>

201 East Main Street
Batavia, Ohio                       Owned                       1996

101 Harry Sauner Road
Hillsboro, Ohio                     Owned                       1997



Item 3.  Legal Proceedings

Neither InterCounty nor the Bank is presently involved in any legal
proceedings of a material nature.  From time to time, the Bank is a party to
legal proceedings incidental to its business to enforce its security interest
in collateral pledged to secure loans made by the Bank.


Item 4.  Submission of Matters to a Vote of Security Holders

Not applicable.







                                   -34-


<PAGE>
                                  PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

There were 1,546,338 common shares of InterCounty outstanding on December 31,
1997 held of record by approximately 377 shareholders.  There is presently no
active public trading market for InterCounty's shares, nor are the prices at
which common shares have been traded published by any national securities
association or quotation service.  The Company's shares are quoted on the OTC
Bulletin Board under the symbol "ICYB".  Dividends per share declared in 1996
were $.14 in each of March, June, September and December.  Dividends per share
declared in 1997 were $.19 in each of March, June, September and December.


Item 6.  Selected Financial Data

<TABLE>
The following table sets forth certain information concerning the consolidated
financial condition, earnings and other data regarding InterCounty at the
dates and for the periods indicated:
<CAPTION>

                                            December 31,
Statement of financial         1997      1996      1995      1994      1993
 condition and other data:            (Dollars in thousands)
<S>                        <C>       <C>       <C>       <C>       <C>
Total amount of
  Assets                   $436,444  $380,607  $360,271  $289,267  $280,029
  Cash and due from banks    17,787    11,005    13,680    12,657    12,157
  Securities                123,139    88,831    90,760    57,265    60,032
  Loans receivable-net      274,950   266,596   239,863   205,593   190,727
  Deposits                  329,332   309,127   291,503   248,941   243,484
  Short-term borrowings      62,734    31,113    31,110     8,736     6,694
  Long-term debt                716       914     1,108     1,299     1,487
  Shareholders' equity       40,906    36,748    33,834    28,714    27,051
  Number of full service
   offices                       14        13        12        12        11
</TABLE>



                                    -35-


<PAGE>
<TABLE>
<CAPTION>

                                        Year ended December 31,
                               1997      1996      1995      1994      1993
Statement of income data:                   (In thousands)
  <S>                      <C>        <C>       <C>       <C>       <C>
  Interest and loan fee
   income                  $ 31,604   $28,824   $25,209   $19,935   $18,933
  Interest expense           15,481    13,815    11,469     7,795     7,482
                            -------    ------    ------    ------    ------
  Net interest income        16,123    15,009    13,740    12,140    11,451
  Provision for loan
   losses                       800       600       360       275       660
                            -------   -------    ------    ------    ------
  Net interest income
   after provision for
   loan losses               15,323    14,409    13,380    11,865    10,791
  Non-interest income         3,380     3,138     2,339       828     3,303
  Non-interest expense       11,488    10,827    10,103     9,881     9,472
                            -------    ------    ------    ------    ------
  Income before income
   taxes                      7,215     6,720     5,616     2,812     4,622
  Federal income taxes        2,243     1,858     1,591       617     1,513
                            -------    ------    ------    ------    ------
  Net income               $  4,972   $ 4,862   $ 4,025   $ 2,195   $ 3,109
                            =======    ======    ======    ======    ======


                                          Year ended December 31,
Selected financial ratios:     1997      1996      1995      1994      1993
<S>                           <C>       <C>        <C>      <C>       <C>
Return on average equity      12.93%    13.91%    12.85%     7.87%    13.96%
Return on average assets       1.23      1.32      1.28       .78      1.16
Equity-to-assets ratio         9.37      9.66      9.39      9.93      9.66
Dividend payout ratio(1)      23.46     17.61     14.45     18.75         -
Ratio of non-performing
 loans to total loans(2)       0.31      0.36      0.21      0.41      0.17
Ratio of loan loss allowance
 to total loans                0.99      1.00      1.09      1.23      1.28
Ratio of loan loss allowance
 to non-performing loans(2)     316%      273%      507%      301%      761%
Pro forma earnings per
 share(3)                                                              $2.08
Earnings per share            $3.24     $3.18     $2.63     $1.44
Dividends declared
 per share                      .76       .56       .38       .27       .19
_________________________________
<FN>
(1) Dividends paid per share divided by earnings per share.


                                    -36


<PAGE>
(2) Non-performing loans include non-accrual loans, renegotiated loans and
loans 90 days or more past due.

(3) Pro forma calculations are based upon pooled net income which includes an
acquisition in December 1993.  Common shares issued in the transaction are
assumed to have been issued and outstanding since January 1, 1993.  The income
per share calculation includes adjustments relating to the investment of
proceeds from common shares issued in the merger conversion.  Because the
acquisition involved a mutual savings and loan company, per share information
for prior periods is not comparable with 1993 and could be misleading.
Accordingly, such data is not presented.

</FN>
</TABLE>

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

The following discussion and analysis comparing 1997 to prior years should be
read in conjunction with the audited consolidated financial statements at
December 31, 1997 and 1996 and for the three years ended December 31, 1997.
In addition to the historical information contained herein with respect to
InterCounty Bancshares, Inc. (the "Company"), and The National Bank and Trust
Company (the "Bank"), the following discussion contains forward-looking
statements that involve risks and uncertainties.  Economic circumstances, the
Company's operations and the Company's actual results could differ
significantly from those discussed in the forward-looking statements.  Some of
the factors that could cause or contribute to such differences include changes
in the economy and interest rates in the nation and the Company's general
market area.


RESULTS OF OPERATIONS

OVERVIEW
Net income for 1997 was $4.972 million, an increase of 2.3% from 1996.  Net
income per share was $3.24 in 1997 compared to $3.18 in 1996.  Highlights
include a 7.4% increase in net interest income, a 33.3% increase in
the provision for loan losses to $800,000, an increase of 7.7% in
non-interest income, and a 6.1% increase in non-interest expense.  Operating
earnings, which excludes securities transactions, the credit card sale
premium, and income taxes, increased 9.6% from 1996.  Performance ratios for
1997 included a return on average assets of 1.23% and a return on average
equity of 12.93%.




                                   -37-


<PAGE>
<TABLE>
<CAPTION>
              Table 1 - Selected Financial Highlights
                           (dollars in thousands)

                          1997      1996      1995      1994      1993
                      ------------------------------------------------
<S>                   <C>       <C>       <C>       <C>       <C>

Net interest income   $ 16,123  $ 15,009  $ 13,740  $ 12,140  $ 11,451
Net income               4,972     4,862     4,025     2,195     3,109
Earnings per share        3.24      3.18      2.63      1.44
Pro forma earnings
 per share(1)                                                     2.08

AVERAGE BALANCES
Assets                $405,752  $367,926  $314,435  $281,355  $267,484
Loans                  274,372   256,761   218,552   205,531   177,084
Securities             102,896    85,867    71,816    58,619    66,712
Deposits               319,809   297,070   267,833   242,721   236,532
Shareholders' equity    38,443    34,957    31,327    27,900    22,274

RATIOS AND STATISTICS
Net interest margin       4.22%     4.33%     4.64%     4.61%     4.58%
Return on average
 assets                   1.23      1.32      1.28       .78      1.16
Return on average
 equity                  12.93     13.91     12.85      7.87     13.96
Loans to assets          63.63     70.75     67.73     72.05     68.11
Equity to assets          9.37      9.66      9.39      9.93      9.66
Total risk-based
 capital ratio           14.66     14.06     14.09     14.58     15.46
Efficiency ratio         59.80     59.95     62.94     68.62     69.36
Full service offices        14        13        12        12        11
Employees (full-time
 equivalent)               189       176       159       162       152
-----------------------
<FN>
(1) Pro forma calculations are based upon pooled net income which includes an
acquisition in December 1993.  Common shares issued in the transaction are
assumed to have been issued and outstanding since January 1, 1993.  The
income per share calculation includes adjustments relating to the investment
of the proceeds from common shares issued in the merger conversion.
</FN>
</TABLE>

Net income for 1996 was $4.862 million, an increase of 20.8% from 1995.
About half of the increase is the result of a net after-tax gain of
$215,000 on the sale of the Bank's credit card loan portfolio, and a
historical tax credit of $214,000 for the renovations to the Bank's main
office buildings.  Other highlights include a 9.2% increase in net interest
income, a 66.7% increase in the provision for loan losses to $600,000, an
increase of 34.2% in non-interest income, and a 7.2% increase in non-interest




                                  -38-


<PAGE>

Overview  (Continued)

expense.  Operating earnings, which excludes securities transactions the
credit card sale premium, and income taxes, increased 12.7% from 1995.
Performance ratios for 1996 included a return on average assets of 1.32%,
and a return on average equity of 13.91%, compared to 1.28% and 12.85%
respectively, for 1995.

NET INTEREST INCOME
Net interest income increased to $16.1 million in 1997 from $15.0 million in
1996, an increase of 7.4%.  Although average interest-earning assets increased
$35.4 million (10.2%) from 1996, the Bank's yield on average interest-earnings
assets decreased slightly to 8.28% in 1997 from 8.32% in 1996.

Interest and fees on loans increased 7.3% from last year as the average
balance rose $17.6 million (6.9%) and the average yield increased from 8.73%
in 1996 to 8.76% in 1997.  During 1997 lending rates were fairly stable
throughout the year.  The prime rate began the year at 8.25%, increased
25 basis points to 8.50% in March, and remained at that level for the rest
of 1997.  The securities portfolio showed an increase in balances and a
decrease in yield.  The average balance of the securities portfolio increased
$17.0 million (19.8%) from 1996, and the yield decreased from 7.24% to 7.11%.
The securities portfolios experienced the maturity and call of higher yielding
assets and the reinvestment of those funds in the lower rates that were
available due to the flattening of the U.S. Treasury yield curve during 1997.

Average interest-bearing liabilities increased $33.5 million during 1997, and
the cost increased slightly to 4.68% in 1997 from 4.64% in 1996.  The increase
in cost of funds was primarily due to increases in certificates over $100,000
and Federal Home Loan Bank borrowing.  The net interest margin decreased to
4.22% in 1997 from 4.33% in 1996.

Net interest income increased to $15.0 million in 1996 from $13.7 million in
1995, an increase of 9.2%.  The Bank's yield on average interest-earning
assets decreased to 8.32% in 1996 from 8.51% in 1995.  Average interest-
earning assets increased $50.1 million (16.9%) from 1995.  Interest and fees
on loans increased 15.2% from 1995 to 1996 as the average balance rose $38.2
million (17.5%) and the average yield decreased from 8.90% in 1995 to 8.73%
in 1996.  During 1996 lending rates were fairly stable throughout the year.
The prime rate began the year at 8.5%, decreased 25 basis points to 8.25%
in early February, and remained at that level for the rest of 1996.  The
securities portfolio also showed an increase in balances and a decrease in
yield.  The average balance of the securities portfolio increased $14.1
million from 1995, and the yield decreased from 7.53% to 7.24%.  Both the
loan and security portfolios experienced the maturity of higher yielding
assets and the reinvestment of those funds in the lower rates that were
available during 1996.

Average interest bearing liabilities increased $46.5 million during 1996,
and the cost increased slightly to 4.64% in 1996 from 4.57% in 1995.  The
increase in cost of funds was primarily due to movement from savings accounts
to higher yielding money market accounts.  The net interest margin decreased
to 4.33% in 1997 from 4.64% in 1996.




                                  -39-


<PAGE>
PROVISION FOR LOAN LOSSES
The provision for loan losses was $800,000 in 1997, an increase of $200,000
from the $600,000 provision recorded in 1996,which was an increase of $240,000
from the provision recorded in 1995.  Net charge-offs in 1997 were $725,000,
compared to $558,000 in 1996 and $277,000 in 1995.  The increased provision in
1997 and 1996 was in response to a 6.9% and 17.5% increase in average loans
for those years, and also increases in the amount of net charge-offs in those
years.  The ratio of the allowance for loan losses as a percent of total loans
was .99% in 1997, 1.00% in 1996, and 1.09% in 1995.
<TABLE>
<CAPTION>
                             Table 2 - Non-Interest Income
                                    (in thousands)

                                     Percent                 Percent
                                    of average              of average
                           1997       assets      1996        assets
                       -----------------------------------------------
<S>                      <C>          <C>       <C>           <C>
Service charges on
 deposits                $1,263       0.31%     $1,099        0.30%
Other service charges       287       0.07         307        0.08
Trust income                927       0.23         733        0.20
Net securities gains        300       0.07          86        0.02
Other                       603       0.15         913        0.25
                          -----       ----       -----        ----
  Total non-interest
   income                $3,380       0.83%     $3,138        0.85%
                          =====       ====       =====        ====


                                     Percent
                                    of average
                           1995       assets
                       -----------------------
Service charges on
 deposits                $  982       0.31%
Other service charges       290       0.09
Trust income                660       0.21
Net securities gains         23       0.01
Other                       384       0.12
                          -----       ----
  Total non-interest
   income                $2,339       0.74%
                          =====       ====
</TABLE>




                                  -40-


<PAGE>
NON-INTEREST INCOME
Table 2 details the components of non-interest income and how they relate each
year as a percent of average assets.  Total non-interest income was $3.4
million in 1997, $3.1 million in 1996, and $2.3 million in 1995.  Non-interest
income, excluding securities gains and losses, represents a ratio of .76% of
average assets in 1997, .83% in 1996, and .73% in 1995.  Service charges and
fees have increased over the last three years from $1.0 million to $1.1
million and $1.3 million due to increased charges and growth in the number of
accounts; however, the ratio of service charges and fees to average assets has
remained fairly consistent during this period.  Trust income increased 26.5%
in 1997, and 11.0% in 1996 due to increases in both the number of accounts and
the amount of funds under management.  At December 31, 1997, total assets in
the Trust Department were approximately $174 million, compared to $150 million
and $129 million at December 31, 1996 and 1995, respectively.  Net securities
gains were $300,000 in 1997, compared to net gains of $86,000 in 1996, and
net gains of $23,000 in 1995.  Late in the fourth quarter of 1996, the Bank
sold its credit card loan portfolio and recorded a net gain of $326,000.

Also late in 1996 the Bank began installing cash dispensing units in
convenience stores.  Additional installations continued throughout 1997 with
a total of 86 machines at year end.  The 1997 operating results for this new
segment of the Bank's business were total fees of $218,000 and a net loss
before taxes, which is included in other non-interest income, of $155,000.
Included in the net loss is depreciation expense of $138,000.




                                   -41-


<PAGE>
<TABLE>
<CAPTION>
                              Table 3 - Non-Interest Expense
                                     (in thousands)

                                     Percent                 Percent
                                    of average              of average
                           1997       assets      1996        assets
                       -----------------------------------------------
<S>                     <C>           <C>      <C>            <C>
Salaries                $ 4,943       1.22%    $ 4,423        1.20%
Benefits                    897       0.22         984        0.27
Equipment                 1,185       0.29         941        0.26
Occupancy                   672       0.16         652        0.18
Deposit insurance            47       0.01         104        0.03
State franchise tax         553       0.14         492        0.13
Legal, audit and
 professional               353       0.09         368        0.10
Marketing                   273       0.07         266        0.07
Other                     2,565       0.63       2,597        0.70
                         ------       ----      ------        ----
  Total non-interest
   expense              $11,488       2.83%    $10,827        2.94%
                         ======       ====      ======        ====


                                     Percent
                                    of average
                           1995       assets
                       -----------------------
Salaries                $ 4,111       1.31%
Benefits                  1,147       0.36
Equipment                   815       0.26
Occupancy                   557       0.18
Deposit insurance           303       0.10
State franchise tax         445       0.14
Legal, audit and
 professional               337       0.11
Marketing                   238       0.07
Other                     2,150       0.68
                         ------       ----
  Total non-interest
   expense              $10,103       3.21%
                         ======       ====
</TABLE>




                                    -42-


<PAGE>

NON-INTEREST EXPENSE
Table 3 details the components of non-interest expense and how they relate
each year as a percent of average assets.  Total non-interest expense has
increased from $10.1 million in 1995, to $10.8 million in 1996, and to $11.5
million in 1997.  These figures represent a percent of average assets of 3.21%
in 1995, 2.94% in 1996, and 2.83% in 1997.  The improvement during 1997 was
due primarily to reductions in benefits expense, deposit insurance premiums,
and outside data processing.  The rest of the categories of expense remained
about the same as 1996 as a percent of average assets.  Improvements during
1996 were achieved through a 17.0% increase in average assets from 1995 while
these expenses increased only 7.2% from 1995.

Personnel expense (salaries, pensions and benefits), which is the largest
component of non-interest expense, increased to $5.8 million in 1997, but
decreased as a percent of average assets.  Personnel expense increased
to $5.4 million in 1996 from $5.3 million in 1995 but also decreased as a
percent of average assets between those two years.  The average number of
full-time equivalent employees increased from 163 in 1995 to 172 in 1996
and to 183 in 1997.  Salaries expense in 1997 increased 11.8%, but benefits
expense decreased 8.8% from 1996.  In 1997 the Board of Directors and the
participants in the InterCounty Bancshares, Inc. Nonqualified Stock Option
Plan agreed to eliminate the optionee's right to require the Company to
repurchase option shares at book value.  Accordingly, the Company
discontinued accruing compensation expense for the plan in 1997.  In 1996
and 1995, compensation expense under the plan was $173,000 and $205,000,
respectively.

Deposit insurance for 1997 was 55.2% less than 1996.  During the third
quarter of 1996, the Bank incurred a one-time assessment of $97,000 for
deposits obtained by the Bank in 1993 when it merged with The Williamsburg
Building & Loan Company.  A one-time assessment was levied on all financial
institutions holding deposits insured by the Savings Association Insurance
Fund of the Federal Deposit Insurance Company (The "FDIC") based on the
amount of such deposits held.  Premiums for the second half of 1995 and
all of 1996 were also significantly reduced for most banks.  This resulted
in a net 65.7% reduction in this expense during 1996 compared to 1995.

Most other non-interest expense categories have remained about the same as
a percent of average assets from 1995 to 1997.  Equipment expense has been
 .29%, .26%, and.26% of average assets for the years 1997, 1996 and 1995,
respectively.   The higher level in 1997 was due to the expansion of the
computer network throughout the Bank and the opening of branch offices in
Batavia in 1996 and Hillsboro in 1997.  Occupancy expense was .17% of
average assets in 1997 and .18% of average assets for 1996 and 1995.  The
state franchise tax increased in all three years as a result of the increase
in capital, on which it is based, and has remained about the same as a
percent of average assets.  Legal, audit and professional expense decreased
slightly as a percent of average assets to .09% in 1997 compared to .10% in







                                   -43-


<PAGE>
1996, and .11% in 1995.  Other expense as a percent of average assets was
 .63% in 1997, .70% in 1996, and .68% in 1995.  Outside data processing in
1997 was reduced $102,000 from 1996 primarily as a result of the sale of
the credit card portfolio.

INCOME TAXES
The effective tax rates for 1997, 1996 and 1995 were 31.1%, 27.6% and 28.3%,
respectively.  Tax expense in 1996 was reduced by a $214,000 rehabilitation
tax credit for renovations to the Bank's main office.

FINANCIAL CONDITION

ASSETS
Average total assets increased 10.2% during 1997 to $405.8 million.  Average
interest-earning assets increased 10.2%, and remained at 94% of total assets,
the same as the last two years.

SECURITIES
Average securities as a percent of assets was 22.8% in 1995, 23.3% in 1996,
and grew to 25.4% in 1997.  The securities portfolio at December 31, 1997
consisted of $112.0 million of securities available for sale and $11.2
million of securities that management intends to hold to maturity.  The
available-for-sale portion of the portfolio is generally structured into
a five-year ladder of cash flows that will allow the Bank to take advantage
of rising market rates or to lock in rates should market rates stay stable
or fall.  Mortgage-backed securities provide a regular monthly cash flow
available for reinvestment at current rates.  During 1996 and 1997 the
majority of the additions to the portfolio have been in medium-term
callable U.S. Agency bonds and mortgage-backed securities with projected
average lives of three to seven years.  During the fourth quarter of 1997,
the Bank purchased approximately $4.6 million of 15-20 year maturity tax
exempt securities.  Also during the fourth quarter of 1997, the Bank
purchased $30 million of U.S. Agency mortgage-backed securities with funds
borrowed from the Federal Home Loan Bank at an anticipated spread of 150
basis points before tax. The portfolio has approximately $1.2 million of
net appreciation over the amortized cost at December 31, 1997.

LOANS
Table 4 shows loans outstanding at period end by type of loan.  Average total
loans as a percent of average assets was 69.5% in 1995, 69.8% in 1996, and
67.6% in 1997.  The portfolio composition has stayed relatively the same
during the three-year period.  Commercial and industrial loans grew from $47.0
million in 1995 to $58.0 million in 1996 and to $63.7 million in 1997,
primarily as a result of increased origination of working capital and
equipment loans.  Management anticipates moderate growth in the commercial and
industrial loan portfolio.  The growth in residential real state loans during
1997 was the result of the Bank originating loans locally through the branch
network.  The Bank currently sells the majority of fixed-rate residential
real estate loans originated, while holding the adjustable-rate loans in the
portfolio principally to manage interest rate risk.  The decision to hold or




                                    -44-


<PAGE>
sell fixed-rate residential real estate loans is made at the time the loan is
originated.  Management has no intention to sell real estate loans once they
are placed in the portfolio.  New and used automobile loans have been the
emphasis in the installment area, although the Bank has reduced its efforts to
originate installment loans due to increased competition and narrowing
interest rate spreads.  The amount of installment loans outstanding has
decreased from $81.0 million at the end of 1996 to $79.1 million at the end
of 1997, and from 30% of the portfolio at December 31, 1996 to 28% at December
31, 1997.

The general economy of the Bank's market area has been stable to good for the
past several years.  The Bank has experienced an increase in automobile
lending, residential real estate lending, and commercial lending, both real
estate and industrial, because of the general economic conditions and the
movement of the Bank into new markets, such as Clermont County.  The Bank
focused its commercial lending on small to medium-sized companies in its
market area, most of which are companies with long established track records.
As of December 31, 1997, the percent of fixed-rate loans to total loans was
45%, of which 82% mature within five years.

<TABLE>
<CAPTION>
                                     Table 4 - Loan Portfolio
                                          (in thousands)
                                          at December 31,

                                    1997                 1996
                                        Percent of            Percent of
                              Amount      Total     Amount       Total
                           ---------------------------------------------
<S>                         <C>             <C>   <C>              <C>
Commercial and industrial   $ 63,661        23%   $ 57,985         22%
Commercial real estate        30,835        11      31,118         11
Agricultural                  18,387         7      16,304          6
Residential real estate       82,838        30      79,761         30
Installment                   79,115        28      81,033         30
Credit card                        -         -           -          -
Other                          2,097         1       2,228          1
Deferred net origination
 costs                           778         -         853          -
                             -------       ---     -------        ---
     Total                  $277,711       100%   $269,282        100%
                             =======       ===     =======        ===





                                    -45-


<PAGE>
                                    1995                 1994
                                        Percent of            Percent of
                              Amount      Total     Amount       Total
                           ---------------------------------------------

Commercial and industrial   $ 46,952        19%   $ 43,254         21%
Commercial real estate        27,274        11      27,049         13
Agricultural                  14,515         6      12,451          6
Residential real estate       79,355        33      57,243         27
Installment                   68,821        29      63,572         31
Credit card                    3,268         1       2,303          1
Other                          1,561         1       1,659          1
Deferred net origination
 costs                           761         -         623          -
                             -------       ---     -------        ---
     Total                  $242,507       100%   $208,154        100%
                             =======       ===     =======        ===

                                    1993
                                        Percent of
                              Amount      Total
                           ------------------------

Commercial and industrial   $ 32,919        17%
Commercial real estate        25,351        13
Agricultural                  12,822         7
Residential real estate       59,639        31
Installment                   58,301        30
Credit card                    1,979         1
Other                          1,628         1
Deferred net origination
 costs                           562         -
                             -------       ---
     Total                  $193,201       100%
                             =======       ===
</TABLE>

ALLOWANCE FOR LOAN LOSSES
Table 5 shows selected information relating to the Bank's loan quality and
allowance for loan losses.  The allowance is maintained to absorb potential
losses in the portfolio.  Management's determination of the adequacy of the
reserve is based on reviews of specific loans, loan loss experience, general
economic conditions and other pertinent factors.  If, as a result of
charge-offs or increases in risk characteristics of the loan portfolio, the
reserve is below the level considered by management to be adequate to absorb
possible future loan losses, the provision for loan losses is increased.
Loans deemed not collectible are charged off and deducted from the reserve.
Recoveries on loans previously charged off are added to the reserve.

Loan quality has been good over the last five years as net charge-offs as
a percent of average loans has averaged .17% and was .26% in 1997.  The
allowance for loan losses is .99% of total loans as of December 31, 1997,
and has ranged from 1.00% to 1.28% for the previous four years.  The Bank
does not allocate the allowance for loan losses to specific types of loans.

                                   -46-


<PAGE>

In assessing the adequacy of the allowance for loan losses, the Bank
considers three principal factors:  (1) the three-year rolling average
charge-off percentage applied to the current outstanding balance by
portfolio type; (2) a specific percentage applied to individual loans
estimated by management to have a potential loss; and (3) estimated losses
attributable to anticipated portfolio growth, economic conditions and
portfolio risk.  Economic conditions considered include unemployment
levels, the condition of the agricultural business, and other local
economic factors.

Non-accrual loans for the last five years are listed in Table 5.  The amount
in this category decreased to $509,000 from $535,000 in 1996, and was $314,000
in 1995.  The 1995 included eight loans, all of which were secured by real
estate, six with first mortgages, and two with second mortgages.  All of the
1995 loans were resolved as expected, and the Bank's recorded loss was
$27,000.  The 1996 amount consisted of nine loans, most of which were secured
with real estate.  During 1997 all but one of the 1996 loans were resolved and
the Bank's recorded loss was $96,000.  The remaining unresolved loan had a
balance of $144,000 and remains on non-accrual status.  The 1997 amount of
$509,000 consisted of the remaining 1996 loan and nine other loans.  Most are
collaterized with first mortgages, one with a second mortgage, and three with
both equipment and second mortgages as collateral.  All but four are expected
to be resolved this year, and those four are expected to be long-term
workouts.  The anticipated aggregate loss in 1998 from these loans is $60,000.
As of December 31, 1997, management knew of no significant loans not disclosed
herein that would cause management to have serious doubts as to the ability
of the borrowers to comply with present loan repayment terms.
<TABLE>
<CAPTION>
                           Table 5 - Allowance for Loan Losses
                                      (in thousands)

                        1997      1996      1995      1994      1993
                     -------------------------------------------------
<S>                   <C>       <C>       <C>       <C>       <C>
Allowance for loan
 losses               $2,761    $2,686    $2,644    $2,561    $2,474
Provision for loan
 losses                  800       600       360       275       660
Net charge-offs          725       558       277       188       186

Non-accrual loans        509       535       314       239        77
Loans 90 days or more
 past due                241        90       208       402        43
Renegotiated loans         -         -         -       211       205
Other real estate
 owned                   125       358         -         -         -
                       -----     -----     -----     -----     -----
Total non-performing
 assets                  875       983       522       852       325



                                      -47-


<PAGE>
RATIOS
Allowance to total
 loans                  0.99%     1.00%     1.09%     1.23%     1.28%
Net charge-offs to
 average loans          0.26      0.22      0.13      0.09      0.11
Non-performing assets
 to total loans and
 other real estate
 owned                  0.31      0.36      0.21      0.41      0.17
</TABLE>

OTHER ASSETS
Beginning in the fourth quarter of 1996 and during 1997 the Bank has been
installing cash dispenser machines in convenience stores and super markets.
There were 86 machines located in Ohio, Kentucky, and Indiana at the end of
The Bank's investment in this segment of business includes $1.2 million
in equipment and $2.3 million in cash to supply the machines.  The Bank
anticipates installation of another 40 machines in 1998.  The Bank charges
a fee for withdrawals from anyone who does not have a transaction account
with the Bank.  The Bank recorded a net loss on this segment of business for
1997 of $155,000 before taxes, and anticipates a smaller net loss for 1998
if the 40 new installations are accomplished.  The Bank's experience indicates
a six-to-twelve-month period before a machine begins covering costs, depending
on transaction volume.  Other sources of revenue, including advertising,
stamps, and coupons, are being pursued that would help the profitability of
this segment of business.

DEPOSITS
Table 6 presents a summary of period end deposit balances.  As rates began
rising in 1994, savings accounts dropped to 20% of total deposits from 24%
in 1993.  These funds flowed into time certificates as consumers began locking
in higher rates.  This trend continued from 1995 through 1997 as savings
accounts decreased in amounts and percent of deposits.  Money market accounts
rose to 7% of deposits in 1995, and then to 9% of deposits in 1996 and 1997,
as a result of adding a third and higher interest rate tier for large balance
accounts.  Certificates of $100,000 or more rose 8% of deposits in 1997 from
6% in 1996 as a result of a slightly more aggressive pricing strategy in our
market area for this type of funds.

Deposits are attracted principally from within the Bank's market area through
the offering of numerous deposit instruments, including checking accounts,
savings accounts, NOW accounts, money market deposit accounts, term
certificate accounts and individual retirement accounts.  Interest rates paid,
maturity terms, service fees, and withdrawal penalties for the various types
of accounts are established periodically by management based on the Bank's
liquidity requirements, growth goals and market trends.  The Bank does not use
brokers to attract deposits.  The amount of deposits from outside the Bank's
market area is not significant.




                                    -48-


<PAGE>
<TABLE>
<CAPTION>
                                    Table 6 - Deposits
                                      (in thousands)
                                      at December 31,
                       1997              1996              1995
                         Percent of         Percent of        Percent of
                  Amount   Total    Amount    Total    Amount   Total
                --------------------------------------------------------
<S>             <C>         <C>   <C>          <C>   <C>         <C>
Demand          $ 38,662    12%   $ 35,731     12%   $ 36,188    12%
NOW               53,386    16      49,030     16      45,927    16
Savings           34,445    11      35,687     11      37,562    13
Money market
 deposits         29,721     9      28,009      9      20,465     7
CD's less than
 $100,000        146,005    44     141,680     46     130,062    45
CD's greater
 than $100,000    26,899     8      18,788      6      21,110     7
Other                214     -         203      -         189     -
                 -------   ---     -------    ---     -------   ---
 Total          $329,332   100%   $309,128    100%   $291,503   100%
                 =======   ===     =======    ===     =======   ===

                     1994               1993
                         Percent of         Percent of
                  Amount   Total    Amount    Total
                --------------------------------------

Demand          $ 30,591    12%   $ 27,419     11%
NOW               46,184    19      46,686     19
Savings           49,025    20      58,350     24
Money market
 deposits          5,185     2       4,504      2
CD's less than
 $100,000        103,591    41      91,014     38
CD's greater
 than $100,000    14,219     6      15,325      6
Other                146     -         186      -
                 -------   ---     -------    ---
 Total          $248,941   100%   $243,484    100%
                 =======   ===     =======    ===
</TABLE>

CAPITAL
The declaration and payment of dividends by the Company are subject to the
discretion of the Board of Directors and to the earnings and financial
condition of the Company and applicable laws and regulations.  Through the end
of 1994, dividends had been declared and paid on a semi-annual basis in June
and December of each year.  During the five years ended in 1994, the dividend
rate increased nine out of ten payments.  Beginning in 1996, the Board of

                                   -49-


<PAGE>
Directors began to pay dividends on a quarterly basis.  The dividend rate was
increased over 40% in both 1995 and 1996, and over 35% in 1997.  The Company's
equity-to-assets ratio at December 31, 1997, was 9.4%.  As of that same date,
tier 1 risk-based capital was 13.7%, and total risk-based capital was 14.7%.
The minimum tier 1 and total risk-based capital ratios required by the Board
of Governors of the Federal Reserve are 4% and 8%, respectively.

LIQUIDITY
Effective liquidity management ensures that the cash flow requirements of
depositors and borrowers, as well as Company cash need, are met.  The Company
manages liquidity on both the asset and liability sides of the balance sheet.
The loan to deposit ratio at December 31, 1997, was 84.3%, compared to 87.1%
at the same date in 1996.  Loans to deposits plus other borrowings was 70.8%
at the end of 1997, compared to 79.1% at the same time last year.  The
securities portfolio is primarily "available for sale" securities that are
readily marketable.  Approximately 55% of the portfolio is pledged to secure
public deposits and for other purposes as required by law.  The balance of
the "available for sale" securities could be sold if necessary for liquidity
purposes.  Also, a stable deposit base, consisting of 92% core deposits,
makes the Bank less susceptible to large fluctuations in funding needs.

MARKET RISK MANAGEMENT
Market risk is the risk of loss arising from adverse changes in the fair
value of financial instruments due to interest rate risk, exchange rate
risk, equity price risk and commodity price risk.  The Bank does not
maintain a trading account for any class of financial instrument, and is
not currently subject to foreign currency exchange rate risk, equity price
risk or commodity price risk.  The Bank's market risk is composed primarily
of interest rate risk.

The Bank's Asset/Liability Committee (ALCO) is responsible for reviewing the
interest rate sensitivity position of the Bank and establishing policies to
monitor and limit exposure to interest rate risk.  The guidelines established
by ALCO are approved by the Bank's Board of Directors.  The primary goals of
the asset/liability management function is to maximize net interest income
within the interest rate risk limits set by ALCO.  Interest rate risk is
monitored on a monthly basis through asset/liability management committee
meetings.  Techniques used include both interest rate gap management and
simulation modeling that measures the effect of rate changes on net interest
income under different rate scenarios.  The interest rate gap analysis
(Table 7), quantifies the asset/liability static sensitivity as of
December 31, 1997.  As shown, the Bank was liability sensitive for periods
through six months, slightly asset sensitive six months to one year, and
significantly asset sensitive within the one- to five-year period.  The
cumulative gap as a percent of total assets through one year is (10.6)%.
The entire balance of interest-bearing demand deposits and money market
deposit accounts are included in the first gap period.  Although these
deposits may be repriced or withdrawn in a relatively short period of time,



                                    -50-


<PAGE>
they have been a stable base of retail core deposits for the Bank.  In
addition, their sensitivity to changes in interest rates is much less than
some other deposits, such as certificates of deposit over $100,000.
Savings accounts because of their susceptibility to being withdrawn and
invested into time certificates, as the Bank experienced during 1994
through 1997, are scheduled to run off at fifteen percent per year.

In the Bank's simulation models, each asset and liability category's
sensitivity to changes in interest rates is estimated.  The effects on
net interest income are then projected based on a stable, rising and
falling rate scenario and analyzed on a monthly basis.  The results of
this analysis are used in decisions made concerning pricing strategies
for loans and deposits, balance sheet mix, securities portfolio strategies,
liquidity and capital adequacy.  The Bank's current one-year simulation
models under stable rates indicate a decline of 14 basis points in yields
on earning assets and also a 14 basis point decline in the cost of interest-
bearing liabilities.  This will have a slightly positive effect on projected
interest margin for the next twelve months.

Simulation models performed where rates are increased or decreased by 300
basis points gradually over a one-year period have resulted in a 5.3% increase
in net interest income under rising rates, and a 5.5% decrease in net interest
under falling rates.  Neither of these projections would be considered a
significant change under a 300 basis point rate change model and are well
within ALCO guidelines of 10%.  The model includes assumptions to the
sensitivity to rate changes and changes in the cash flows for most of the
assets and liability categories under different rate scenarios.  For example,
certain deposit rates generally doe not move up or down as quickly or to
the same extent as loan rates.  Also cash flows for mortgage-backed securities
and real estate loans could be different at different rate levels.



                                   -51-


<PAGE>
<TABLE>
<CAPTION>
                           Table 7 - Interest Rate Gap Analysis
                                       (in thousands)
                                    at December 31, 1997

                               0-3     3-6      6-12     1-5       5+
                    Total     Months  Months   Months   Years    Years
                  -----------------------------------------------------
<S>                <C>      <C>      <C>      <C>      <C>      <C>

Loans (1)          $277,711 $ 82,667 $ 21,079 $ 37,772 $117,761 $18,432
Securities held
 for sale (2)       111,975   24,306    5,310   10,082   51,433  20,844
Securities held to
 maturity            11,164    2,124      844    2,607    3,781   1,808
Federal funds sold    4,176    4,176        -        -        -       -
Deposits in banks     1,538    1,538        -        -        -       -
                    -------  -------   ------   ------  -------  ------
  Total earning
    assets          406,564  114,811   27,233   50,461  172,975  41,084
                    -------  -------   ------   ------  -------  ------

Savings              34,445    1,289    1,289    2,365   20,629   8,873
NOW and MMDA         83,107   83,107        -        -        -       -
CD's less than
 $100,000           146,007   38,869   27,842   27,397   51,185     714
CD's $100,000
 and over            26,899    7,894   10,319    4,768    3,918       -
Other time deposits     212        -        -      212        -       -
Short-term
 borrowings          62,734   24,534    2,200    6,000    30,000      -
Long-term debt          716      716        -        -        -       -
                    -------  -------   ------   ------  -------  ------
  Total interest-
    bearing funds   354,120  156,409   41,650   40,742  105,732   9,587
                    -------  -------   ------   ------  -------  ------

Period gap           52,444  (41,598) (14,417)   9,719   67,243  31,497
Cumulative gap            -  (41,598) (56,015) (46,296)  20,947  52,444as a percent
 of assets            12.02%   (9.53)% (12.83)% (10.61)%   4.80%  12.02%

<FN>
(1) Excludes adjustments for deferred net origination costs and allowance for
losses.
(2) At amortized cost.
</FN>
</TABLE>



                                    -52-


<PAGE>
The Bank's resulting increase in projected net interest income in a rising
rate environment and decrease in projected net interest income in a falling
interest rate environment, even though the Bank is liability sensitive,
means that its interest-earning assets are repricing quicker and to a
greater extent than its interest-bearing liabilities.  The Bank has not
experienced the level of earnings volatility that could be indicated by its
gap position, as evidenced by the stability of the net interest margin over
the past five years, ranging from 4.22% to 4.58%.  Reacting to changes in
economic conditions, interest rates and market forces, the Bank has been
able to alter the mix of short-term and long-term loans and investments,
and increase or decrease the emphasis on fixed-and variable-rate products
in response to changing market conditions.  By managing the interest rate
sensitivity of its asset composition in this manner, the Bank has been able
to maintain a fairly stable flow of net interest income.  Table 8 provides
information about the Bank's market sensitive financial instruments other
than cash and cash equivalents, FHLB and Federal Reserve Bank Stock and
demand deposit accounts as of December 31, 1997.

<TABLE>
<CAPTION>
                    Table 8 - Financial Instruments Market Risk
                                     (in thousands)
                                  At December 31, 1997


                                  1998      1999      2000      2001
                              ----------------------------------------
<S>                             <C>       <C>       <C>       <C>

Fixed rate loans              $ 37,632    $28,781   $20,060   $13,145
   Average interest rate          8.84%      8.94%     9.04%     8.87%

Adjustable rate loans          103,932     14,589    18,016     9,726
   Average interest rate          8.99       8.12      8.46      8.05

Securities                      45,273     16,187    17,155    11,472
   Average interest rate          6.73       7.43      7.03      6.82

Interest-bearing deposits      205,415     42,433    18,678     6,655
   Average interest rate          4.37       5.61      5.14      3.50%

Other borrowed funds            32,734     30,000         -         -
   Average interest rate          5.32       5.71         -         -



                                   -53-


<PAGE>
                                           Later                Fair
                                  2002     Years     Total     Value
                              ----------------------------------------
<S>                             <C>       <C>       <C>       <C>
Fixed rate loans               $ 7,053    $17,428   $124,099  $126,455
   Average interest rate          8.85%      8.81%      8.90%

Adjustable rate loans            6,393        959    153,614   153,897
   Average interest rate          8.69       5.42       8.75

Securities                      10,400     22,652    123,139   123,599
   Average interest rate          6.81       6.88       6.91

Interest-bearing deposits        7,966      9,586    290,733   291,890
   Average interest rate          4.36       3.04       4.54

Other borrowed funds                 -          -     62,734    62,734
   Average interest rate             -          -       5.51

</TABLE>

IMPACT OF INFLATION AND CHANGING PRICES
The majority of a financial institution's assets and liabilities are monetary
in nature.  Changes in interest rates affect the financial condition of a
financial institution to a greater degree than inflation.  Although interest
rates are determined in large measure by changes in the general level of
inflation, they do not change at the same rate nor in the same magnitude, but
rather react in correlation to changes in the expected rate of inflation and
to changes in monetary and fiscal policy.

The Bank's ability to react to changes in interest rates has a significant
impact on financial results.  As discussed previously, management attempts to
control interest rate sensitivity in order to protect against wide interest
rate fluctuations.


YEAR 2000
As with all financial institutions, the Bank's operations rely extensively on
computer systems.  The Bank is addressing problems associated with the
possibility that computer systems will not recognize the year 2000 correctly.
A project team of Bank employees has been assembled to review and attain
certification for all the computer systems in use in the Bank.  This will be
accomplished either through internal evaluation and testing, or verifiable
documentation from the vendors of specific software.  At this time, the Bank
has not identified any significant specific expenses which are reasonably
likely to be incurred in connection with this issue and does not expect to
incur significant expense to implement corrective measures.  The Bank expects
to be substantially completed with this project by the end of 1998 and will be
in a better position to estimate its impact on the financial results of the
Company.


                                    -54-


<PAGE>

EFFECT OF RECENT ACCOUNTING STANDARDS
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation," effective January 1, 1996, encouraged but did not
require, adoption of a fair-value-based accounting method for employee stock
options.  Management elected to continue to recognize compensation cost using
the intrinsic-value-based method of accounting in Accounting Principles Board
(APB) Opinion No. 25, "Accounting for Stock Issued to Employees."  The nature
of the Company's agreement with optionees prior to 1997 was such that the
accounting treatment was the same under both pronouncements.  Prior to 1997,
compensation cost was recorded because the Company had a contingent obligation
to repurchase the shares.  During 1997, all outstanding option agreements were
revised, eliminating the Company's contingent obligation.  Because recording
compensation cost is no longer appropriate under APB No. 25, beginning in 1997
the Company is disclosing the pro forma information required by SFAS No. 123.

SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities" as amended by SFAS No. 127, "Deferral of the
Effective Date of Certain Provisions of [SFAS] Statement No. 125," provides
accounting and reporting standards to distinguish transfers of financial
assets that are sales from transfers that are secured borrowings.  Provisions
of SFAS No. 125 were adopted January 1, 1997 with no effect on the
consolidated financial statements.  It is not expected to have a material
impact on the consolidated financial statements in 1998 when all provisions of
the statements are effective.

SFAS No. 130, "Reporting Comprehensive Income," effective for fiscal years
beginning after December 15, 1997, requires companies to report comprehensive
income.  Upon adoption, the Company will report net income and unrealized
gains and losses on securities available for sale, net of tax as components
of comprehensive income.

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" requires financial and descriptive information about operating
segments of a business.  The statement also requires companies to report
revenues for each major product and service.  It is effective for fiscal
years beginning after December 15, 1997.  SFAS No. 131 will result in
additional financial statement disclosures, with no effect on the Company's
reported consolidated financial position or net income.

SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement
Benefits," effective for fiscal years beginning after December 15, 1997,
revises current disclosure requirements.  It does not change the measurement
or recognition of the obligation or costs associated with employer provided
postretirement benefits.  The effects of this statement are limited to defined
benefit plans.  The Company terminated its only defined benefit plan in 1997
and, accordingly, this statement will not change the nature of its
postretirement benefit disclosures.




                                   -55-


<PAGE>

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

See "Market Risk Management" in Item 7, which is incorporated herein by
reference.







                                    -56-


<PAGE>

Item 8.  Financial Statements and Supplementary Data


                           - I N D E X -


                                                                      PAGE

INDEPENDENT AUDITORS' REPORT                                           58

FINANCIAL STATEMENTS

     Consolidated Balance Sheets                                       59

     Consolidated Statements of Income                                 61

     Consolidated Statements of Changes in
       Shareholders' Equity                                            63

     Consolidated Statements of Cash Flows                             65

     Notes to Consolidated Financial Statements                        67




                                    -57-


<PAGE>


To the Shareholders and Board of Directors
InterCounty Bancshares, Inc.
Wilmington, Ohio


We have audited the accompanying consolidated balance sheets of InterCounty
Bancshares, Inc. and subsidiary as of December 31, 1997 and 1996, and the
related consolidated statements of income, changes in shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1997.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of InterCounty
Bancshares, Inc. and subsidiary as of December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 1997, in conformity with generally accepted
accounting principles.






                                              /s/ J.D. CLOUD & CO. L.L.P.
                                              Certified Public Accountants

Cincinnati, Ohio
January 29, 1998


                                    -58-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company
<TABLE>
                        CONSOLIDATED BALANCE SHEETS
<CAPTION>
December 31                                                    (thousands)
                                                             1997        1996
<S>                                                      <C>         <C>
ASSETS:
Cash and due from banks                                  $ 17,787    $ 11,005
Federal funds sold                                          4,176       1,016
Other short term investments                                1,538         126
                                                          -------     -------
     Total cash and cash equivalents                       23,501      12,147

Securities available for sale, at market value            111,975      81,368
Securities held to maturity (market value-$11,624
 in 1997 and $8,061 in 1996)                               11,164       7,463
                                                          -------     -------
     Total securities                                     123,139      88,831

Loans                                                     277,711     269,282
  Less-allowance for loan losses                            2,761       2,686
                                                          -------     -------
     Net loans                                            274,950     266,596

Premises and equipment                                     10,503       8,653
Earned income receivable                                    3,691       3,308
Other assets                                                  660       1,072
                                                          -------     -------
TOTAL ASSETS                                             $436,444    $380,607
                                                          =======     =======




                                   -59-


<PAGE>

LIABILITIES:
Demand deposits                                          $ 38,662    $ 35,731
Savings, NOW, and money market deposits                   117,552     112,726
Certificates $100,000 and over                             26,899      18,788
Other time deposits                                       146,219     141,883
                                                          -------     -------
     Total deposits                                       329,332     309,128

Short-term borrowings                                      62,734      31,113
Long-term debt                                                716         914
Other liabilities                                           2,756       2,704
                                                          -------     -------
TOTAL LIABILITIES                                         395,538     343,859
                                                          -------     -------

SHAREHOLDERS' EQUITY:
Preferred shares-no par value, authorized
 100,000 shares; none issued                                    -           -
Common shares-no par value, authorized
 3,000,000 shares; issued 1,909,475 shares                  1,000       1,000
Surplus                                                     7,426       7,246
Net unrealized gain on securities available for sale          515         424
Unearned ESOP shares, at cost                                (620)       (732)
Retained earnings                                          35,674      31,869
Treasury shares, at cost, 363,137 shares in 1997
 and 369,436 shares in 1996                                (3,125)     (3,059)
                                                          -------     -------
TOTAL SHAREHOLDERS' EQUITY                                 40,906      36,748
                                                          -------     -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $436,444    $380,607
                                                          =======     =======

The accompanying notes to financial statements are an integral part of these
statements.

</TABLE>



                                    -60-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company
<TABLE>
                       CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Years ended December 31           (thousands, except per common share data)
                                            1997         1996         1995
<S>                                      <C>          <C>          <C>
INTEREST INCOME:
Interest and fees on loans               $24,039      $22,413      $19,449
Interest on securities available
 for sale-taxable                          6,699        5,583        4,569
Interest on securities held to maturity-
   Non-taxable                               621          632          838
Interest on deposits in banks                 45            9            7
Interest on federal funds sold               200          187          346
                                          ------       ------       ------
      TOTAL INTEREST INCOME               31,604       28,824       25,209
                                          ------       ------       ------
INTEREST EXPENSE:
Interest on deposits-
 Interest on savings, NOW and
  money market deposits                    3,321        3,020        2,637
 Interest on time certificates
  $100,000 and over                        1,394        1,069        1,119
 Interest on other deposits                8,307        7,942        6,992
                                          ------       ------       ------
     Total Interest on Deposits           13,022       12,031       10,748
Interest on short-term borrowings          2,386        1,699          613
Interest on long-term debt                    73           85          108
                                          ------       ------       ------
     TOTAL INTEREST EXPENSE               15,481       13,815       11,469
                                          ------       ------       ------
NET INTEREST INCOME                       16,123       15,009       13,740
Provision for loan losses                    800          600          360
                                          ------       ------       ------
     NET INTEREST INCOME AFTER
      Provision for loan losses           15,323       14,409       13,380
                                          ------       ------       ------
NON-INTEREST INCOME:
Trust income                                 927          733          660
Service charges on deposits                1,263        1,099          982
Other service charges and fees               287          307          290
Securities gains                             300           86           23
Other                                        603          913          384
                                          ------       ------       ------
     TOTAL NON-INTEREST INCOME             3,380        3,138        2,339
                                          ------       ------       ------



                                    -61-


<PAGE>

NON-INTEREST EXPENSE:
Salaries                                   4,943        4,423        4,111
Pension and benefits                         897          984        1,147
Equipment                                  1,185          941          815
Occupancy                                    672          652          557
Deposit insurance                             47          104          303
State franchise tax                          553          492          445
Marketing                                    273          266          238
Other                                      2,918        2,965        2,487
                                          ------       ------       ------
     TOTAL NON-INTEREST EXPENSE           11,488       10,827       10,103
                                          ------       ------       ------
INCOME BEFORE INCOME TAX                   7,215        6,720        5,616
Provision for income tax                   2,243        1,858        1,591
                                          ------       ------       ------
     NET INCOME                          $ 4,972      $ 4,862      $ 4,025
                                          ======       ======       ======

Earnings per common share                $  3.24      $  3.18      $  2.63

Earnings per common share-assuming
  dilution                               $  3.16      $  3.11      $  2.59

The accompanying notes to financial statements are an integral part of these
statements.

</TABLE>




                                    -62-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company
<TABLE>
              CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
<CAPTION>
                                               (thousands)

                                 Net                  Retained
                              Unrealized   Unearned   Earnings       Total
                              Securities     ESOP     Less Cost     Share-
              Common            Gains       Shares,  of Treasury    holders'
              Shares  Surplus  (Losses)     at Cost     Shares       Equity
 <C>          <C>     <C>      <C>         <C>         <C>          <C>
Balance
 January 1,
 1995         $1,000  $7,143   $  (109)    $  (970)    $21,650      $28,714

Net income                                               4,025        4,025
Dividends
 declared
 ($0.38 per
 share                                                    (580)        (580)
Treasury
 shares
 purchased                                                 (94)         (94)
Stock
 options
 exercised               71                                 49          120
ESOP
 shares
 earned                  10                   125                       135
Net changes
 in unrealized
 gains
 (losses) on
 securities
 for sale                       1,514                                 1,514
               -----   -----    -----        -----      -------      -------
Balance
 December 31,
 1995          1,000   7,224    1,405         (845)     25,050       33,834

Net income                                               4,862        4,862
Dividends
 declared
 ($0.56 per
  share)                                                  (856)        (856)




                                   -63-


<PAGE>

Treasury
 shares
 purchased                                                (249)        (249)
Stock options
 exercised                 3                                 3            6
ESOP shares
 earned                   19                   113           -          132
Net changes
 in unrealized
 gains (losses)
 on securities
 available for
 sale                            (981)                                 (981)
               -----   -----    -----        -----      ------       ------
Balance
 December 31,
 1996          1,000   7,246      424         (732)     28,810       36,748

Net income                                               4,972        4,972
Dividends
 declared
 ($0.76 per
 share)                                                 (1,167)      (1,167)
Treasury
 shares
 purchased                                                (172)        (172)
Stock options
 exercised               188                               106          294
ESOP shares
 earned                   28                   112                      140
Net changes
 in unrealized
 gains (losses)
 on securities
 available for
 sale                              91                                    91
               -----   -----    -----        -----      ------       ------
Balance
 December 31,
 1997         $1,000  $7,462   $  515       $ (620)    $32,549      $40,906
               =====   =====    =====        =====      ======       ======

The accompanying notes to financial statements are an integral part of these
statements.
</TABLE>




                                    -64-


<PAGE>
InterCounty Bancshares, Inc. and
The National Bank & Trust Company
<TABLE>
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Years ended December 31                                   (thousands)
                                                   1997       1996       1995
<S>                                             <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                      $ 4,972    $ 4,862    $ 4,025
Adjustments to reconcile net income
 to net cash provided by operating
 activities:
  Depreciation and amortization                   1,073        791        677
  Provision for loan losses                         800        600        360
  Provision for deferred taxes                      328        (61)       (46)
  Net accretion of discount on
   securities                                      (236)      (353)      (566)
  Realized gains on securities
   available for sale                              (300)       (86)       (23)
  Gain on sale of other assets                        -       (344)         -
  Increase in income receivable                    (383)       (60)      (753)
  Decrease (increase) in other assets               132       (112)        90
  Increase (decrease) in interest payable            10        (42)       419
  Increase (decrease) in accrued taxes and
   other liabilities                               (366)       336        625
  FHLB stock dividends                             (240)      (209)       (73)
  ESOP shares earned                                140        132        135
                                                -------    -------    -------
       NET CASH PROVIDED BY
        OPERATING ACTIVITIES                      5,930      5,454      4,870
                                                -------    -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities
  available for sale                              6,480      5,395      1,500
 Purchases of securities available
  for sale                                      (85,614)   (27,263)   (50,617)
 Proceeds from maturities of securities
  available for sale                             49,313     22,129     15,137
 Proceeds from maturities of securities
  held to maturity                                1,030        830      3,441
 Purchases of securities held to maturity        (4,604)         -          -
 Net increase in loans                           (9,240)   (31,203)   (34,630)
 Proceeds from sale of credit card loans              -      4,241          -
 Purchases of premises and equipment             (2,544)    (2,189)    (1,742)
 Proceeds from sale of equipment                      -         18          -
                                                -------    -------    -------
      NET CASH USED IN INVESTING
       ACTIVITIES                               (45,179)   (28,042)   (66,911)
                                                -------    -------    -------


                                   -65-


<PAGE>

CASH FLOWS FROM FINANCING ACTIVITIES:
 Net increase in deposits                        20,204     17,624     42,562
 Repayment of capital lease obligation              (90)       (86)       (83)
 Cash dividends paid                             (1,089)      (795)      (549)
 Net increase in short-term borrowings           31,621          3     22,374
 Repayment of ESOP debt                            (108)      (108)      (108)
 Proceeds from stock options exercised              237          6        120
 Purchase of treasury shares                       (172)      (249)       (94)
                                                -------    -------    -------
      NET CASH PROVIDED BY FINANCING
       ACTIVITIES                                50,603     16,395     64,222
                                                -------    -------    -------
      NET CHANGE IN CASH AND
       CASH EQUIVALENTS                          11,354     (6,193)     2,181

      CASH AND CASH EQUIVALENTS AT
       BEGINNING OF YEAR                         12,147     18,340     16,159
                                                -------    -------    -------
    CASH AND CASH EQUIVALENTS AT
     END OF YEAR                               $ 23,501   $ 12,147   $ 18,340
                                                =======    =======    =======



The accompanying notes to financial statements are an integral part of these
statements.

</TABLE>




                                    -66-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                Years ended December 31, 1997, 1996 and 1995


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

InterCounty Bancshares, Inc. (the Company) is a one-bank holding company.  Its
wholly-owned subsidiary, The National Bank & Trust Company (the Bank),
provides full banking services, including trust and brokerage services, to
customers located principally in Clinton, Brown, Clermont Warren and Highland
counties in Ohio.  The Bank grants agribusiness, commercial, consumer, and
residential loans to customers throughout its market area.

The accounting and reporting policies of the Company and its subsidiary
conform with generally accepted accounting principles (GAAP) and with general
practices within the banking industry.  The preparation of financial
statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.  The
following is a summary of the significant policies:


Basis Of Presentation-
The consolidated financial statements include the accounts of the Company and
its subsidiary.  All intercompany accounts and transactions have been
eliminated in consolidation.  Certain prior period data has been reclassified
to conform to current period presentation.


Securities-
Investment securities that the Bank has the intent and ability to hold to
maturity are reported at amortized cost, adjusted for amortization of premiums
and accretion of discounts using the interest method.  Securities that are
available for sale are reported at fair value with unrealized holding gains
and losses reported net of income taxes as a separate component of
shareholders' equity.  Realized gains and losses on the sale of securities
available for sale are determined using the specific identification method.

Federal Home Loan Bank (FHLB) stock is an equity interest in the Federal Home
Loan Bank of Cincinnati.  It can be sold only at its par value of $100 per
share and only to the FHLB or to another member institution.  In addition, the
equity ownership rights are more limited than would be the case for a public
company, because of the oversight role exercised by the Federal Housing



                                    -67-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

Finance Board (FHFB) in the process of budgeting and approving dividends.
Federal Reserve Bank stock is similarly restricted in marketability and value.
Although classified as securities available for sale, both investments are
carried at cost, which is their par value.


Loans And Allowance For Loan Losses-
Loans are stated at the amount of unpaid principal, reduced by an allowance
for loan losses and net of any deferred fees or costs.  Net deferred fees and
costs are amortized over the lives of the related loans using the interest
method as an adjustment of loan yields.  The allowance for loan losses is
established through provisions charged to expense.  The allowance is an amount
that management believes will be adequate to absorb potential losses on
existing loans that may become uncollectable.  This evaluation is based on
prior loan loss experience and such factors as changes in the nature and
volume of the loan portfolio, overall portfolio quality, review of specific
problem loans, and current economic conditions that may affect the borrower's
ability to pay.  Loans are considered impaired when management believes, based
on current information and events, it is probable that the Bank will be unable
to collect all amounts due according to the contractual terms of the loan
agreement.  Impaired loans are measured by the present value of expected
future cash flows using the loan's effective interest rate.  Impaired
collateral-dependent loans may be measured base on collateral value.
Smaller-balance homogenous loans, including residential mortgage and
consumer installment loans, are collectively evaluated for impairment.

Credit losses are charged against the allowance when management believes that
the collectibility of the principal is unlikely.  Accrual of interest is
discontinued on a loan when management believes, after considering economic
and business conditions and collection efforts, that the borrower's financial
condition is such that collection of interest is doubtful.  Subsequent cash
receipts on nonaccrual loans are recorded as a reduction of principal, and
interest income is recorded once principal recovery is reasonably assured.
Installment loans are generally charged off if four payments have been missed.
Generally, all other loans are placed on non-accrual status if they are 90
days or more delinquent.  A loan may remain on an accrual status after it is
90 days delinquent if it is probable the account will be settled in its
entirety or brought current within a 30 day period.  The current year's
accrued interest on loans placed on non-accrual status is charged against
earnings.  Previous years' accrued interest is charged against the allowance
for loan losses.



                                   -68-


<PAGE>
InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

Premises And Equipment-
Premises and equipment are carried at cost, less accumulated depreciation.
Depreciation is computed using principally the straight-line method over the
estimated useful lives of the related assets.


Marketing Expense-
Marketing costs are expensed as incurred.


Stock Options-
Stock options are accounted for under Accounting Principles Board Opinion
(APB) No. 25, "Accounting for Stock Issued to Employees."  In years before
1997, optionees could elect, when the options were exercised, to have the
Company repurchase the shares at book value.  Compensation cost and a
liability were recorded during the service period based on changes in book
value.  Effective in 1997, and as approved by all optionees, this contingent
obligation of the Company was eliminated.  The recorded liability at December
31, 1996 will be recognized as additional consideration for the related stock
when issued.  Because options are only granted at a price equal to market
value on the day of grant, under the intrinsic value method of APB No. 125,
the Company, beginning in 1997, does not recognize compensation expense for
options granted.

Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation" prescribes the recognition of compensation expense
based on the fair value of options determined on the grant date.  As permitted
by SFAS No. 123, the Company has elected to continue applying the intrinsic
value method of APB No. 25.  The pro forma disclosures required by SFAS No.
123 are shown in Note 13.


Income Taxes-
Certain income and expenses are recognized in different periods for financial
reporting than for purposes of computing income taxes currently payable.
Deferred taxes are provided on such temporary differences.  These differences
relate principally to the allowance for loan losses, depreciation and stock
option accruals.


Statements Of Cash Flows-
For purposes of reporting cash flows, cash equivalents include all highly
liquid investments with a maturity of three months or less when purchased.

                                 -69-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

Earnings Per Common Share-
Earnings per common share (EPS) is calculated by dividing net income by the
weighted average number of common shares outstanding during the period.
Certain shares held in suspense by the Company's employee stock ownership
plan are not considered outstanding until they are committed to be released
for allocation to participants' accounts.

SFAS No. 128 "Earnings Per Share" was issued in 1997, and requires, in all
instances, dual presentation of a basic EPS, which excludes dilution, and a
diluted EPS, which gives effect to all dilutive potential common shares that
were outstanding during the period.  Prior period EPS data must be restated.
SFAS No. 128 also requires a reconciliation of the income available to common
shareholders and weighted-average shares of the basic EPS computation to the
income available to common shareholders and weighted-average shares plus
dilutive potential common shares of the diluted EPS computation.  Adoption of
SFAS No. 128 had no effect on current or previously reported EPS data.


Fair Value Of Financial Instruments-
For cash and due from banks, federal funds sold and other short term
investments, the carrying amounts reported in the Consolidated Balance Sheet
approximate fair value.  For securities, fair market value equals quoted
market price, if available.  If a quoted market price was not available, fair
value was estimated using quoted market prices for similar securities.  The
estimated fair value of loans was based on the discounted value of future cash
flows expected to be received.  The discount rate used was the rate at which
the same loans would be made under current conditions.

The approximate fair value of demand deposits, savings accounts, and other
deposit liabilities without defined maturities is the carrying amount at the
reporting date.  The fair value of fixed-maturity certificates of deposit was
estimated using a discounted cash flow calculation applying interest rates
currently offered for deposits of similar remaining maturities.  Carrying
value approximates fair value for short-term borrowings and the Company's
variable rate long-term debt.





                                   -70-

<PAGE>
InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 2 - SECURITIES
<TABLE>
The following tables present amortized cost and estimated fair values of
securities at December 31 (thousands):
<CAPTION>
                                                       1997
                                  ------------------------------------------
                                                 Gross       Gross
                                  Amortized   Unrealized   Unrealized   Fair
                                    Cost         Gains       Losses    Value
<S>                                <C>          <C>           <C>     <C>
Securities available for sale:
 U.S. Treasury and U.S.
  Agency notes                    $ 44,380      $  235        $ 18    $44,597
 U.S. Agency mortgage-backed
  securities                        49,256         456           9     49,703
 Other mortgage-backed
  securities                        13,212         127          11     13,328
 Federal Reserve/FHLB stock          4,337           -           -      4,337
 Other                                  10           -           -         10
                                   -------       -----         ---    -------
                                  $111,195      $  818        $ 38   $111,975
                                   =======       =====         ===    =======
Securities held to maturity:
 Municipals                       $ 11,164      $  460        $  -   $ 11,624
                                    ======       =====         ===     ======

                                                       1996
                                  ------------------------------------------
                                                 Gross       Gross
                                  Amortized   Unrealized   Unrealized   Fair
                                    Cost         Gains       Losses    Value
<S>                                <C>          <C>           <C>     <C>
Securities available for sale:
 U.S. Treasury and U.S.
  Agency notes                     $42,122      $  402        $ 63    $42,461
 U.S. Agency mortgage-backed
  securities                        25,577         417          93     25,901
 Other mortgage-backed
  securities                         9,556          73          93      9,536
 Federal Reserve/FHLB stock          3,446           -           -      3,446
 Other                                  24           -           -         24
                                    ------       -----         ---     ------
                                   $80,725      $  892        $249    $81,368
                                    ======       =====         ===     ======
Securities held to maturity:
 Municipals                        $ 7,463      $  599        $  1    $ 8,061
                                    ======       =====         ===     ======
</TABLE>


                                   -71-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 2 - SECURITIES  (Continued)

Gross gains realized on sales of securities available for sale were $300,000
for 1997, and $86,000 for 1996, and $23,000 for 1995.  There were no realized
losses during the three year period ending December 31, 1997.  Securities with
a carrying value of approximately $67.3 million and $41.1 million at December
31, 1997and 1996, respectively, were pledged to secure public deposits, short-
term borrowings and for other purposes as required by law.

At December 31, 1997, the amortized cost and estimated market value of debt
securities by contractual maturity was as follows.  Expected maturities may
differ from contractual maturities when borrowers have the right to call or
prepay obligations (thousands).
<TABLE>
<CAPTION>
                              Available for Sale       Held to Maturity
                              ------------------      -----------------
                              Amortized   Market      Amortized   Market
                                Cost      Value         Cost      Value
<S>                           <C>        <C>           <C>       <C>

Due within one year          $  6,218   $  6,271      $ 3,526   $ 3,596
Due from one to five years     18,964     19,094          554       596
Due from five to ten years     19,198     19,232          657       832
Due after ten years                 -          -        6,427     6,600
                              -------     ------       ------    ------
                               44,380     44,597       11,164    11,624

U.S. Agency mortgage-backed
 securities                    49,256     49,703            -         -
Other mortgage-backed
 securities                    13,212     13,328            -         -
Federal Reserve/FHLB stock      4,347      4,347            -         -
                              -------    -------       ------    ------
     Total securities        $111,195   $111,975      $11,164   $11,624
                              =======    =======       ======    ======
</TABLE>





                                   -72-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 3 - LOANS
<TABLE>
Major classifications of loans as of December 31 were as follows (thousands):
<CAPTION>
                                                  1997          1996
  <S>                                          <C>           <C>
  Commercial and industrial                   $ 63,661      $ 57,985
  Commercial real estate                        30,835        31,118
  Agricultural                                  18,387        16,304
  Residential real estate                       82,838        79,761
  Installment                                   79,115        81,033
  Other                                          2,097         2,228
                                               -------       -------
    Total                                      276,933       268,429

  Deferred net origination costs                   778           853
  Allowance for loan losses                     (2,761)       (2,686)
                                               -------       -------
    Net loans                                 $274,950      $266,596
                                               =======       =======
</TABLE>


In 1996, the Bank sold its $3.9 million credit card loan portfolio.  The gain
on the sale of $326,000 is included in Other Non-Interest Income in the
Consolidated Statements of Income.

<TABLE>
Changes in the allowance for loan losses for the year ended December 31 were
as follows (thousands):
<CAPTION>
                                                  1997      1996      1995
  <S>                                           <C>       <C>       <C>
  Balance at beginning of period                $2,686    $2,644    $2,561
  Provision for loan losses                        800       600       360
  Charge offs                                     (942)     (785)     (472)
  Recoveries                                       217       227       195
                                                 -----     -----     -----
  Balance at end of period                      $2,761    $2,686    $2,644
                                                 =====     =====     =====
</TABLE>





                                    -73-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 3 - LOANS  (Continued)

The total recorded investment in impaired loans at December 31, 1997, the
average for the year, and the related allowance for credit losses as
determined in accordance with SFAS No. 114 were not material.  Loans on which
the accrual of interest had been discontinued amounted to $509,000, $535,000
and $314,000 at December 31, 1997, 1996 and 1995, respectively.  If interest
on those loans had been accrued, such income would have approximated $41,000,
$38,000 and $27,000 for the years ended December 31, 1997, 1996 and 1995,
respectively.  Interest income recognized in the respective years on these
nonaccrual loans was not material.  The Bank is not committed to lend
additional funds to debtors whose loans have been modified to provide a
reduction or deferral of principal or interest because of a deterioration in
the financial position of the borrower.


NOTE 4 - PREMISES AND EQUIPMENT
<TABLE>
Premises and equipment were as follows at December 31 (thousands):
<CAPTION>
                                                            1997      1996
<S>                                                      <C>       <C>
Land                                                     $ 1,413   $ 1,230
Buildings and leasehold improvements                       8,512     7,605
Equipment                                                  5,415     5,176
                                                          ------    ------
   Total cost                                             15,340    14,011
Accumulated depreciation and amortization                 (4,837)   (5,358)
                                                          ------    ------
   Premises and equipment                                $10,503   $ 8,653
                                                          ======    ======
</TABLE>

Depreciation expense related to premises and equipment was $1,013,000,
$695,000 and $618,000 for the years ended December 31, 1997, 1996 and 1995,
respectively.


NOTE 5 - LEASES

Data processing equipment held under capital lease, included in premises and
equipment had a carrying value of $57,000 and $143,000 at December 31, 1997
and 1996, respectively.  Amortization expense is approximately $86,000
annually.




                                   -74-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 5 - LEASES (Continued)
<TABLE>
Future minimum lease payments under the capital equipment lease and non-
cancelable operating leases having initial terms in excess of one year are as
follows (thousands):
<CAPTION>
                                  Capital      Operating
                                   Lease         Lease
<C>                                 <C>           <C>

1998                                 $71          $ 57
1999                                   -            57
2000                                   -            58
2001                                   -            57
2002                                   -            31
Remaining years                        -           230
                                      --           ---
Total minimum lease payments          71          $490
                                                   ===
  Less: Amount representing
         interest                      2
                                      --
Present value of net minimum
 lease payments                      $69
                                      ==
</TABLE>

Rent expense for all Bank premises and equipment leases was $62,000, $59,000
and $43,000 in 1997, 1996 and 1995, respectively.






                                   -75-


<PAGE>
InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 6 - DEPOSITS
<TABLE>
Certificates of deposit issued in amounts of $100,000 or more and their
remaining maturities at December 31 were as follows (thousands):
<CAPTION>
                                         1997          1996
   <S>                                <C>           <C>
   Three months or less               $ 7,893       $ 5,953
   Over three through six months       10,319         3,915
   Over six through twelve months       4,768         3,555
   Over twelve months                   3,919         5,365
                                       ------        ------
      Total                           $26,899       $18,788
                                       ======        ======
</TABLE>


NOTE 7 - EMPLOYEE BENEFIT PLANS

In 1996, the Bank adopted a 401(k) salary deferral plan.  Substantially all
employees who meet minimum age and length of service requirements are
eligible to participate.  Employee deferrals may be subject to employer-
matching contributions up to specified limits.  Additional profit sharing
contributions are at the board of directors' discretion.  Since the plan's
adoption, there have been no employer contributions.

Effective August 31, 1997, the Bank froze benefit accruals under its
noncontributory defined benefit plan.  Benefits under the plan, which
covered substantially all employees, were based on annual compensation
and years of service.  The Bank's funding policy was to contribute at
least the minimum required by the Employee Retirement Income Security
Act.  Contributions to the plan were $162,000 and $124,000 in 1997 and
1996 respectively.  Under the provisions of SFAS No.88, "Employers'
Accounting for Settlements and Curtailments of Defined Benefit Pension
Plans and for Termination of Benefits", the freezing of benefits resulted
in the recognition of a $278,000 curtailment gain in 1997.

On December 1, 1997, the defined benefit plan was terminated.  The Bank
recognized a settlement loss of $319,000.  Most plan participants received
a lump-sum settlements prior to December 31, 1997.  The accumulated benefit
obligation at December 31, 1997 represents the amount needed to purchase
annuity contracts for a small number of participants who elected this
settlement alternative.




                                   -76-


<PAGE>
InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued
NOTE 7 - EMPLOYEE BENEFIT PLANS (Continued)
<TABLE>
A summary of the defined benefit plan's funded status as of December 31
follows (thousands):
<CAPTION>
                                         1997          1996
   <S>                                <C>           <C>
Actuarial present value of
  benefit obligations:
    Vested                              $ 148       $ 1,040
    Non-vested                              -           140
                                         ----         -----
  Accumulted benefit obligation         $ 148       $ 1,180
                                         ====         =====
  Plan assets at fair value, 1997-
    money market investments            $  93       $ 1,330
  Benefit obligation for service
    rendered to date                     (148)       (1,318)
                                         ----         -----
  Plan assets in excess of or (less
    than) benefit obligation              (55)           12
  Unrecognized reduction in prior
    service cost resulting from
    plan amendment                          -          (267)
  Unrecognized transition obligation        -            29
  Unrecognized net loss                     -           120
                                          ----        -----
      Pension liability                 $  (55)      $ (106)
                                          ====        =====

Defined benefit pension cost for the years ended December 31 consisted of
the following (thousands):
                                                 1997      1996      1995
  <S>                                           <C>       <C>       <C>
Service cost                                   $ 114     $ 165     $ 134
Interest cost                                    106        92        85
Return on plan assets-
  Actual                                        (129)     (150)     (229)
  Deferred                                         -        45       137
Amortization of reduction in prior
  service cost                                   (19)      (29)      (29)
Amortization of unrecognized initial
  net obligation                                   4         5         5
Amortization of unrecognized net
  (gain) loss                                      -         8         3
Curtailment and settlement, net                   41         -         -
                                                 ---        ---      ---
    Net periodic pension cost                  $ 117      $ 136     $ 106
                                                 ===        ===       ===
</TABLE>


                                   -77-


<PAGE>
InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 8 - EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

The Company sponsors a leveraged employee stock ownership plan (ESOP) covering
substantially all of its employees who meet minimum age and length of service
requirements.  The Company is obligated to make annual contributions
sufficient to enable the ESOP to repay the loan, including interest.  The
shares pledged as collateral are reported as unearned ESOP shares in the
consolidated balance sheets.  Additional contributions to the Trust are
determined by the Board of Directors.  Total Company contributions were
$202,000, $36,000 and $165,000 for the years ended December 31, 1997, 1996 and
1995, respectively.

Shares are held in a suspense account for allocation among participants as the
loan is repaid.  The number of shares released is based on the proportion of
debt service paid in the year.  Released shares are allocated to participants'
accounts on the basis of compensation.  Dividends on unallocated shares are
used to repay the loan.  Dividends on allocated shares are allocated to the
participants' accounts.

Benefits are payable upon retirement, death, disability or separation from
service.  Benefits are paid in common shares of the Company.  If the common
shares of the Company are not tradable on an established market when benefits
are distributed, participants have the option to put the shares to the Company
at a value determined by independent appraisal.  In 1997 and 1996, the Company
purchased 1,500 shares and 9,357 shares, respectively, from ESOP participants.
The estimated fair value of allocated shares remaining in the ESOP was
$8,689,000 and $7,530,000 at December 31, 1997 and 1996, respectively.  The
estimated fair value for 1996 was based on the independent appraisal.  The
1997 independent appraisal has not been completed and, therefore, estimated
fair value at December 31, 1997 is based on the 1996 relationship of appraised
value to book value applied to the December 31, 1997 book value.

Shares purchased by the ESOP since 1993 are accounted for in accordance with
Statement of Position 93-6.  Accordingly, as these shares are released from
collateral, the Company reports compensation expense equal to the current
estimated fair value of the released shares.  Once released, the shares are
considered outstanding for earnings-per-share (EPS) computations.  Dividends
on allocated shares reduce retained earnings; dividends on unallocated shares
are recorded as a reduction of ESOP debt.

Compensation expense for ESOP shares acquired in 1986 is equal to the
principal repaid on the related borrowing plus any additional cash
contributions.  Dividends on 1986 ESOP shares are charged to retained
earnings.  These shares are considered outstanding for EPS computations.


                                 -78-


<PAGE>
InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 8 - EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST (Continued)
<TABLE>
The ESOP shares as of December 31 were as follows:
<CAPTION>
                                              1997               1996
                                        ----------------   ----------------
                                         1993      1986     1993      1986
                                        Shares    Shares   Shares    Shares
<S>                                     <C>       <C>      <C>       <C>

Allocated shares                         6,759   258,151    5,004   254,761
Shares released for allocation           2,251    11,493    2,380    12,082
Unreleased shares                       11,017    55,864   13,268    67,357
                                       -------   -------   ------   -------
   Total ESOP shares                    20,027   325,508   20,652   334,200
                                       =======   =======   ======   =======
</TABLE>

At December 31, 1997, the estimated fair value of unreleased 1993 shares was
$361,000.  ESOP compensation expense was $178,000, $25,000, and $105,000 for
1997, 1996 and 1995, respectively.


NOTE 9 - SHORT-TERM BORROWINGS
<TABLE>
A summary of short-term borrowings follows (thousands):
<CAPTION>
                                               1997              1996
                                          --------------    --------------
                                          Amount   Rate     Amount   Rate
<S>                                      <C>       <C>     <C>       <C>
At December 31
  Federal Home Loan Bank borrowings      $44,200   5.78%   $17,200   5.64%
  Securities sold under agreements
    to repurchase                         16,438   6.11      9,017   4.55
  U.S. Treasury demand notes               2,096   5.75      1,486   6.15
  Federal funds purchased                      -      -      3,410   4.94
                                          ------            ------
      Total short-term borrowings        $62,734   5.86    $31,113   5.27
                                          ======            ======

Years ended December 31
  Average amount outstanding             $43,845           $32,186
  Maximum month-end balance               63,364            34,401
  Weighted average interest rate                   5.44              5.28
</TABLE>

                                    -79-


<PAGE>
InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 9 - SHORT-TERM BORROWINGS

At December 31, 1997, Federal Home Loan Bank borrowings were collateralized by
a blanket pledge of certain residential real estate loans totaling
approximately $61.1 million and a mortgage-backed security with a carrying
value of $9.5 million.


NOTE 10 - LONG-TERM DEBT
<TABLE>
Long-term debt consists of the following at December 31 (thousands):
<CAPTION>
                                                         1997      1996
<S>                                                      <C>     <C>

ESOP Trust debt guarantee                                $647      $755
Capital lease obligation                                   69       159
                                                          ---       ---
                                                         $716      $914
                                                          ===       ===
</TABLE>

The ESOP Trust loan agreement contains various covenants for the Company which
include a minimum net worth and restrictions on additional indebtedness.  The
note may be prepaid without penalty with prepayments applying in the inverse
order of the maturities of the scheduled payments.  Interest is due quarterly
at the prime rate, 8.50% at December 31, 1997.  Scheduled principal payments
are $108,000 annually through 2003.


NOTE 11 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

The Bank paid interest of $15,471,000, $13,857,000 and $11,050,000 in 1997,
1996 and 1995, respectively. The Bank paid federal income taxes of $2,251,000,
$1,761,000 and 1,388,000 in 1997, 1996 and 1995, respectively.





                                   -80-


<PAGE>
InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 12 - INCOME TAXES
<TABLE>
Income taxes provided for in the statements of income at December 31 consist
of the following (thousands):
<CAPTION>
                                                     1997     1996     1995
<S>                                                <C>      <C>      <C>
Income taxes currently payable:
 Applicable to income exclusive of
  securities transactions                          $1,813   $1,890   $1,629
 Applicable to securities transactions                102       29        8
                                                    -----    -----    -----
   Total income taxes currently payable             1,915    1,919    1,637
                                                    -----    -----    -----
Deferred income taxes resulting
 from temporary differences:
  Provision for loan losses                           (71)     (60)     (73)
  Depreciation                                        258       16       68
  Stock option accruals                                15      (70)     (91)
  Loan origination fees-net                            43       (2)       1
  FHLB stock dividends                                 81       71       25
  Accruals deductible for tax purposes when paid       17       (6)      29
  Other                                               (15)     (10)      (5)
                                                    -----    -----    -----
    Total deferred income taxes                       328      (61)     (46)
                                                    -----    -----    -----
    Income taxes                                   $2,243   $1,858   $1,591
                                                    =====    =====    =====
</TABLE>
<TABLE>
A reconciliation of the statutory income tax rate to the Company's effective
tax rate at December 31 follows:
<CAPTION>
                                                    1997      1996      1995
<S>                                                 <C>       <C>       <C>
Statutory tax rate                                  34.0%     34.0%     34.0%
Increase (decrease) resulting from:
  Tax exempt interest                               (3.0)     (3.3)     (5.4)
  Tax credits                                          -      (3.2)        -
  Other-net                                           .1        .1       (.3)
                                                    ----      ----      ----
Effective tax rate                                  31.1%     27.6%     28.3%
                                                    ====      ====      ====
</TABLE>



                                 -81-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 12 - INCOME TAXES (Conintued)
<TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and their basis for income tax purposes.  Significant components of
the Company's deferred tax assets and liabilities at December 31 were as
follows (thousands):
<CAPTION>
                                                              1997      1996
<S>                                                          <C>      <C>
Deferred tax assets:
 Allowance for loan losses                                   $ 552    $  481
 Stock option accruals                                         276       291
 Deferred loan fees                                              -        43
 Accruals not currently deductible                              26        43
                                                              ----      ----
       Total deferred tax assets                               854       858
                                                              ----      ----
Deferred tax liabilities:
 Depreciation of premises and equipment                       (487)     (229)
 Unrealized gains on securities available for sale            (265)     (218)
 FHLB stock dividends                                         (211)     (129)
 Other-net                                                      (9)      (25)
                                                              ----      ----
       Total deferred tax liabilities                         (972)     (601)
                                                              ----      ----
Net deferred taxes                                           $(118)   $  257
                                                              ====      ====
</TABLE>

Due primarily to the Company's taxable position in prior years, a valuation
allowance for deferred tax assets was unnecessary at December 31, 1997 and
1996.



                                  -82-


<PAGE>
InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 13 - STOCKHOLDER'S EQUITY

Under the terms of the Company's 1992 nonqualified compensatory stock
option plan (the 1992 Plan), a maximum aggregate equal to 7% of the
authorized and issued common shares of the Company may be reserved by the
Board for the purpose of granting options to key bank personnel.  Awards
under the Plan are made at the discretion of the Board of Directors.  The
option price is not less than the fair market value of the shares at the
date of grant. The options granted have a term of ten years and become
exercisable in equal installments on the first through fifth anniversaries
of the date of grant. Compensation expense in connection with this plan is
included in pension and benefits expense in the consolidated statements of
income in the amounts of $173,000 and $205,000 for 1996 and 1995,
respectively.  No compensation expense was recorded for this plan in 1997.

In 1993, the Board of Directors of the Company approved a stock option plan
(the 1993 Plan) pursuant to which options for 22,947 common shares in the
aggregate were granted to certain directors, officers and employees of an
acquired building and loan company.  The option price was $19.25.  The
options expired March 31, 1997.  Compensation expense in connection with
this plan is included in pension and benefits expense in the consolidated
statements of income in the amount of $34,000 and $54,000 for 1996 and
1995, respectively.  No compensation expense was recorded for this plan in
1997.  Options for 11,683 shares, 104 shares, and 5,996 shares were
exercised in 1997, 1996, and 1995, respectively.

The Company applies APB No. 25 in accounting for its stock option plans.
Accordingly, compensation expense recognized for stock options issued has
been limited to the years prior to 1997 when the Company was obligated, at
the optionees' election, to repurchase the shares at book value.  The
expense reported in 1996 and earlier years would have been the same under
SFAS No. 123.  Had compensation expense for the Company's stock options
granted in 1997 been recognized under the methodology prescribed by SFAS
No. 123, the Company's net income and earnings per share would have been
impacted as follows:



                                 -83-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 13 - STOCKHOLDER'S EQUITY (Continued)

<TABLE>
<CAPTION>
                                                 1997
     <S>                                         <C>
     Report net income                          $4,972
     Pro forma net income                       $4,956

     Reported earnings per share-
       assuming dilution                        $ 3.16
     Pro forma earnings per share-
       assuming dilution                        $ 3.15
</TABLE>


The fair value of options granted, which is amortized to expense over the
option vesting period in determining the pro forma results, is estimated at
the date of grant using a Black-Scholes option pricing model and assuming a
risk-free interest rate of 6.5%, an expected life of 9.5 years, expected
volatility of 22%, and expected dividend yield of 2.5%.  Based on these
assumptions, the fair value of options granted in 1997 was $8.90.

<TABLE>
Details of the 1992 Plan are as follows:
<CAPTION>
                            Weighted-
                             Average                                  Shares
                            Exercise     Shares        Shares        Available
                              Price    Outstanding   Exercisable     for Grant
                            --------   -----------   -----------     ---------
<S>                          <C>          <C>          <C>             <C>

Balance, December 31, 1994   $ 11.83      64,538       21,805          68,810

Granted                        24.00      16,750                      (16,750)
Became exercisable                                     12,971
Exercised                      13.12        (315)        (315)
                                          ------       ------          ------
Balance, December 31, 1995     14.35      80,973       34,461          52,060

Became exercisable                                     16,321
Exercised                      13.12        (315)        (315)
                                          ------       ------          ------
Balance, December 31, 1996     14.35      80,658       50,467          52,060

                                   -84-


<PAGE>
InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 13 - STOCKHOLDER'S EQUITY (continued)

Granted                        27.25      13,650                     (13,650)
Became exercisable                                     16,320
Exercised                      13.12        (915)        (915)
                                          ------       ------          ------
Balance, December 31, 1997   $ 16.25      93,393       65,872          38,410
                                          ======       ======          ======
</TABLE>

The weighted-average exercise price of exercisable options at December 31,
1997, 1996 and 1995 was $12.85, $12.37 and $11.44, respectively.  The
following table summarized information for options currently outstanding and
exercisable at December 31, 1997:

<TABLE>
Details of the 1992 Plan are as follows:
<CAPTION>
                                  Options Outstanding
                    ------------------------------------------------
     Range of                        Wtd. Avg.         Wtd. Avg.
      Prices           Number     Remaining Life     Exercise Price
     --------          ------     --------------     --------------
      <C>               <C>         <C>                <C>
  $11.02-19.00         59,740        4.3 years          $ 11.40
   19.25-27.25         33,653        8.1 years            24.86
                       ------
   11.02-27.25         93,393        5.7 years            16.25
                       ======


                                   Options Exercisable
                           --------------------------------------
                                                   Wtd. Avg.
                                 Number         Exercisable Price
                                 ------         -----------------
                                  <C>             <C>
                                 57,220            $ 11.32
                                  8,652              22.93
                                 ------
                                 65,872              12.85
                                 ======
</TABLE>



                                  -85-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 13 - STOCKHOLDER'S EQUITY (Continued)
<TABLE>
The following is a reconciliation of weighted average shares for earnings per
share (EPS) computations to the weighted average shares including the effect
of stock options for diluted EPS computations:
<CAPTION>
                                         1997        1996        1995
<S>                                      <C>         <C>          <C>
Weighted average shares for EPS        1,532,905   1,530,496   1,530,822

Effect of dilutive stock options          39,677      34,817      25,918
                                       ---------   ---------    --------
Weighted average shares for EPS-
  assuming dilution                    1,572,582   1,565,313   1,556,740
                                       =========   =========   =========
</TABLE>


NOTE 14 - COMMITMENTS AND CONTINGENT LIABILITIES

The Bank is a party to financial instruments with off-balance-sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit, standby
letters of credit and certain credit card accounts sold with recourse.  They
involve, to varying degrees, elements of credit risk in excess of the amount
recognized in the balance sheet.  The Bank's exposure to credit loss in the
event of nonperformance by the other party to the financial instrument for
commitments to extend credit is represented by the contract amount of those
instruments.

<TABLE>
The Bank uses the same credit policies in making commitments and conditional
obligations as it does for on-balance-sheet instruments.  Financial
instruments whose contract amounts represent off-balance-sheet credit risk at
December 31 were as follows (thousands):
<CAPTION>
                                          1997       1996
<S>                                    <C>        <C>
Commitments to extend credit           $30,951    $26,013
Standby letters of credit                1,977      2,087
Credit card accounts sold                  784        102

</TABLE>




                                   -86-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 14- COMMITMENTS AND CONTINGENT LIABILITIES (Continued)

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses.  Since many of the commitments are expected to expire without being
drawn upon, the total commitment amounts do not necessarily represent future
cash requirements.

The Bank evaluates each customer's credit worthiness on a case-by-case basis.
The amount of collateral obtained if deemed necessary by the Bank is based on
management's credit evaluation of the counter party.  Collateral held varies,
but may include accounts receivable, crops, inventory, property, plant and
equipment, and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party.  At December 31,
1997 and 1996, these guarantees were primarily issued to support public bond
financing by state and local government units.  These guarantees expire during
the period from 1998 through 2012.  Approximately 82% of the amount
outstanding at December 31, 1997 was secured. Approximately 78% of the amount
outstanding at December 31, 1996 was secured.

The portion of the credit card portfolio sold in 1996 to another financial
institution with recourse was limited to $102,000.  Beginning in 1997, new
corporate-customer credit card accounts are sold with recourse to the same
financial institution.

The Parent Company and its subsidiary are parties to various claims and
proceedings arising in the normal course of business.  Management, after
consultation with legal counsel, believes that the liabilities, if any,
arising from such proceedings and claims will not be material to the
consolidated financial position or results of operations.


NOTE 15 - RELATED PARTY TRANSACTIONS

At December 31, 1997 and 1996, executive officers, directors and companies
in which they have a direct or indirect interest, were indebted to the Bank
directly or as guarantors in the aggregate amount of $8,380,000 and
$6,630,000, respectively.  During 1997, $4,051,000 in new loans were made;
repayments totaled $2,301,000.  Such transactions originate in the normal
course of the Bank's operations as a depository and lending institution.



                                  -87-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 16 - FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

The following disclosures are made in accordance with the provisions of SFAS
No. 107, "Disclosures About Fair Value of Financial Instruments," which
requires disclosure of fair value information about both on- and off-balance
sheet financial instruments for which it is practicable to estimate that
value.  Because SFAS No. 107 excludes certain financial instruments and all
nonfinancial instruments from its disclosure requirements, any aggregation of
the fair value amounts presented would not represent the underlying value of
the Company.

<TABLE>
Carrying amounts and estimated fair values for financial instruments as of
December 31 were as follows (thousands):
<CAPTION>
                                             1997                1996
                                      -----------------    -----------------
                                      Carrying    Fair     Carrying    Fair
                                       Amount    Value      Amount    Value
<S>                                  <C>       <C>        <C>       <C>

FINANCIAL ASSETS:
 Cash and due from banks             $ 17,787  $ 17,787   $ 11,005  $ 11,005
 Federal funds sold                     4,176     4,176      1,016     1,016
 Other short term investments           1,538     1,538        126       126
 Securities available for sale        111,975   111,975     81,368    81,368
 Securities held to maturity           11,164    11,624      7,463     8,061
 Loans, net                           274,950   277,590    266,596   266,784

FINANCIAL LIABILITIES:
 Deposits                             329,332   330,490    309,127   310,409
 Short-term borrowings                 62,734    62,734     31,113    31,113
 Long-term debt                           716       716        914       914

</TABLE>

The fair value of off-balance-sheet financial instruments at December 31, 1997
and 1996, was not material.





                                  -88-


<PAGE>
InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 17 - REGULATORY MATTERS

The principal source of income and funds for the Holding Company is dividends
paid by the Bank subsidiary.  During the year 1998, dividends that the Bank
subsidiary can pay to the Holding Company without prior approval of regulatory
agencies is limited to the total of 1998 net income and approximately
$7,672,000 of retained earnings from the previous two years.

Banks and bank holding companies must meet certain minimum capital
requirements set by federal banking agencies.  The minimum regulatory
capital ratios are 8% for total risk-based, 4% for Teir I risk-based, and
3% for leverage.  For various regulatory purposes, institutions are
classified into categories based upon capital adequacy.  The highest "well
capitalized" category requires capital ratios of at least 10% for total risk-
based, 6% for Tier I risk-based, and 5% for leverage.  As of the most recent
notification from their regulators, the Holding Company and Bank were
categorized as "well capitalized" under the regulatory framework for prompt
corrective action.
<TABLE>
A summary of the regulatory capital of the Holding Company and the Bank at
December 31 follows (thousands):
<CAPTION>
                                          1997                1996
                                  ------------------   ------------------
                                  Holding              Holding
                                  Company     Bank     Company     Bank
                                  -------     ----     -------     ----
<S>                               <C>       <C>        <C>       <C>
Regulatory Capital:
 Shareholders' equity             $40,906   $41,535    $36,748   $37,489
 Goodwill and other intangibles       (80)      (80)      (139)     (139)
 Net unrealized securities gains     (515)     (515)      (424)     (424)
                                   ------    ------     ------    ------
   Tier I risk-based capital       40,311    40,940     36,185    36,926
 Eligible allowance for loan
  losses                            2,761     2,761      2,686     2,686
                                   ------    ------     ------    ------
     Total risk-based capital     $43,072   $43,701    $38,871   $39,612
                                   ======    ======     ======    ======
Capital Ratios:
 Total risk-based                   14.66%    14.87%     14.06%    14.33%
 Tier I risk-based                  13.72     13.93      13.09     13.36
 Tier I leverage                     9.25      9.40       9.53      9.72
</TABLE>


                                  -89-


<PAGE>
InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 17 - REGULATORY MATTERS (Continued)

The Federal Reserve Act requires depository institutions to maintain cash
reserves with the Federal Reserve Bank.  In 1997 and 1996, the Bank's average
reserve balances were $3,782,000 and $1,832,000, respectively.


NOTE 18 - PARENT COMPANY FINANCIAL INFORMATION
<TABLE>
Condensed financial information for InterCounty Bancshares, Inc. (parent
company only) follows (thousands):

Condensed Balance Sheets
December 31
<CAPTION>
                                                             1997        1996
<S>                                                        <C>         <C>
Assets:
Cash                                                      $    10     $     2
Investment in subsidiary                                   41,529      37,488
Other assets                                                  297         218
                                                           ------      ------
   Total assets                                           $41,836     $37,708
                                                           ======      ======
Liabilities:
Long-term debt                                            $   647     $   755
Other liabilities                                             283         205
                                                           ------      ------
   Total liabilities                                          930         960

Shareholders' equity                                       40,906      36,748
                                                           ------      ------
   Total liabilities and
    shareholders' equity                                  $41,836     $37,708
                                                           ======      ======
</TABLE>





                                   -90-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 18 - PARENT COMPANY FINANCIAL INFORMATION (Continued)

<TABLE>
Condensed Statements of Income
Years ended December 31
<CAPTION>
                                               1997          1996        1995
<S>                                          <C>           <C>         <C>

Income:
Dividends from subsidiary                    $1,119        $1,115      $  568
                                              -----         -----       -----
Expenses:
Interest on long-term debt                       65            72          88
Other expense                                    40            35          34
                                              -----         -----       -----
Total expense                                   105           107         122
                                              -----         -----       -----
Income before income tax benefit and
 equity in undistributed income of
 subsidiary                                   1,014         1,008         446

Income tax benefit                                1             2          11
Equity in undistributed income of
 subsidiary                                   3,957         3,852       3,568
                                              -----         -----       -----
Net income                                   $4,972        $4,862      $4,025
                                              =====         =====       =====
</TABLE>




                                     -91-


<PAGE>

InterCounty Bancshares, Inc. and
The National Bank & Trust Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,  Continued

NOTE 18 - PARENT COMPANY FINANCIAL INFORMATION (Continued)

<TABLE>
Condensed Statements of Cash Flows
Years ended December 31   (thousands)
<CAPTION>
                                                 1997       1996       1995
<S>                                            <C>        <C>        <C>

Cash flows from operating activities:
 Net income                                    $ 4,972    $ 4,862    $ 4,025
 Adjustments for non-cash items-
   Equity in undistributed income
    of subsidiary                               (3,957)    (3,852)    (3,568)
   Payment of interest on long-term debt
    by subsidiary                                   65         72         87
   (Increase) decrease in other assets             (78)      (111)        17
   Provision for deferred taxes                     (1)        (2)       (11)
   Release of earned ESOP shares                    31         25         27
                                                 -----      -----      -----
Net cash provided by operating activities        1,032        994        577
                                                 -----      -----      -----

Cash flows from financing activities:
 Cash dividends paid                            (1,089)      (795)      (549)
 Payments to acquire treasury shares              (172)      (249)      (103)
 Proceeds from stock options exercised             237          6        120
 Other, net                                          -         (6)         -
                                                 -----      -----      -----
Net cash used in financing activities           (1,024)    (1,044)      (532)
                                                 -----      -----      -----
Net change in cash                                   8        (50)        45
Cash at beginning of year                            2         52          7
                                                 -----      -----      -----
Cash at end of year                             $   10     $    2     $   52
                                                 =====      =====      =====
</TABLE>








                                    -92-


<PAGE>


Item 9.  Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure

None.

                                PART III


Item 10.  Directors and Executive Officers of the Registrant.

The information contained in the Proxy Statement under the captions "BOARD OF
DIRECTORS," "EXECUTIVE OFFICERS" and "SECTION (16)a BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE" is incorporated herein by reference.


Item 11.  Executive Compensation.

The information contained in the PROXY STATEMENT under the caption
"COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS" is incorporated herein
by reference.


Item 12.  Security Ownership of Certain Beneficial Owners and Management.

The information contained in the Proxy Statement under the caption "VOITING
SECURITIES AND OWNERSHIP OF CETAIN BENEFICIAL OWNERS AND MANAGEMENT" is
incorporated herein by reference.


Item 13.  Certain Relationships and Related Transactions

The information contained in the Proxy Statement under the caption "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS" is incorporated herein by reference.






                                    -93-


<PAGE>

                                  PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)       (1) Financial Statements - See Index to Consolidated Financial
               Statements on page 57 of this Form 10-K.

          (2) Financial Statement Schedules - None

          (3) Exhibits - See Exhibit Index at page 95 of this Form 10-K.


(b)        One report on Form 8-K was filed during the last fiscal quarter of
           1997 (Date of Report - November 21, 1997) reporting on Item 5,
           Other Events.  Submitted a copy of the Agreement and Plan of
           Reorganization, dated November 21, 1997, that provides for the
           acquisition of Phillips Insurance Agency Group, Inc. by The
           National Bank and Trust Company.  Submitted a copy of the
           InterCounty News Release dated November 21, 1997, reporting that
           under the terms of the agreement, the shareholders of Phillips
           will receive shares of InterCounty in exchange for all the
           outstanding shares of Phillips.




                                    -94-


<PAGE>
                             INDEX TO EXHIBITS


EXHIBIT
NUMBER     DESCRIPTION


3.1      Articles of Incorporation of
         InterCounty Bancshares,Inc.    Incorporated by reference to the
                                        Registration Statement on Form S-1
                                        filed by InterCounty on July 2, 1993
                                        (the "S-1") with the  Securities and
                                        Exchange Commission (the "SEC"),
                                        Exhibit 3.1 (Registration No. 33-
                                        65608).

3.2      Code of Regulations of
         InterCounty Bancshares, Inc.   Incorporated by reference to the S-1,
                                        Exhibit 3.2.

10.1     InterCounty Bancshares, Inc.
         1993 Stock Option Plan         Incorporated by reference to Exhibit
                                        10.1 to the Registrant's Annual Report
                                        on Form 10-K for the year ended
                                        December 31, 1993.

10.2     InterCounty Bancshares, Inc.
         Non-qualified Stock Option
         Plan                           Incorporated by reference to the S-1,
                                        Exhibit 10.1.

21       Subsidiary of InterCounty
         Bancshares, Inc.

23       Consent of Independent Certified
         Public Accountants

27       Financial Data Schedule

99       Safe Harbor Under the Private
         Securities Litigation Reform
         Act of 1995


                                    -95-


<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

                                    -96-


<PAGE>



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

Date   March 17, 1998








                                    -97-


<PAGE>

                               Exhibit 21

                        INTERCOUNTY BANCSHARES, INC.

                       SUBSIDIARIES OF THE REGISTRANT

                            At December 31, 1997




                                            STATE OF         PERCENTAGE
NAME OF CORPORATION                       INCORPORATION     OF OWNERSHIP
-------------------                       -------------     ------------

The National Bank & Trust Company             Ohio               100%







                                    -98-


<PAGE>

                                 EXHIBIT 23


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



We consent to the incorporation by reference in the Registration Statements of
InterCounty Bancshares, Inc. on Form S-8, filed on March 23, 1995, of our
report dated January 29, 1998, on the 1997 Consolidated Financial Statements
of InterCounty Bancshares, Inc.



                                       /s/ J.D. Cloud & Co. L.L.P.



Cincinnati, Ohio
March 27, 1998







                                    -99-


<PAGE>
                                 EXHIBIT 99

Safe Harbor Under the Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies, so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed in the statement.  InterCounty
Bancshares, Inc. ("InterCounty") desires to take advantage of the "safe
harbor" provisions of the Act.  Certain information, particularly information
regarding future economic performance and finances and plans and objectives of
management, contained or incorporated by reference in InterCounty's Annual
Report on Form 10-K for fiscal year 1997 is forward-looking.  In some cases,
information regarding certain important factors that could cause actual
results of operations or outcomes of other events to differ materially from
any such forward-looking statement appear together with such statement.  In
addition, forward-looking statements are subject to other risks and
uncertainties affecting the financial institutions industry, including, but
not limited to, the following:

Interest Rate Risk

InterCounty's operating results are dependent to a significant degree on its
net interest income, which is the difference between interest income from
loans, investments and other interest-earning assets and interest expense on
deposits, borrowings and other interest-bearing liabilities.  The interest
income and interest expense of InterCounty change as the interest rates on
interest-earning assets and interest-bearing liabilities change.  Interest
rates may change because of general economic conditions, the policies of
various regulatory authorities and other factors beyond InterCounty's control.
In a rising interest rate environment, loans tend to prepay slowly and new
loans at higher rates increase slowly, while interest paid on deposits
increases rapidly because the terms to maturity of deposits tend to be shorter
than the terms to maturity or prepayment of loans.  Such differences in the
adjustment of interest rates on assets and liabilities may negatively affect
InterCounty's income.

Possible Inadequacy of the Allowance for Loan Losses

InterCounty maintains an allowance for loan losses based upon a number of
relevant factors, including, but not limited to, trends in the level of
nonperforming assets and classified loans, current and anticipated economic
conditions in the primary lending area, past loss experience, possible losses
arising from specific problem loans and changes in the composition of the loan
portfolio.  While the Board of Directors of InterCounty believes that it uses
the best information available to determine the allowance for loan losses,
unforeseen market conditions could result in material adjustments, and net
earnings could be significantly adversely affected if circumstances differ
substantially from the assumptions used in making the final determination.

                                     -100-


<PAGE>

Loans not secured by one- to four-family residential real estate are generally
considered to involve greater risk of loss than loans secured by one- to
four-family residential real estate due, in part, to the effects of general
economic conditions.  The repayment of commercial loans and multifamily
residential and nonresidential real estate loans generally depends upon the
cash flow from the operation of the business or property, which may be
negatively affected by national and local economic conditions.  Construction
loans may also be negatively affected by such economic conditions,
particularly loans made to developers who do not have a buyer for a property
before the loan is made.  The risk of default on consumer loans increases
during periods of recession, high unemployment and other adverse economic
conditions.  When consumers have trouble paying their bills, they are more
likely to pay mortgage loans than consumer loans.  In addition, the collateral
securing such loans, if any, may decrease in value more rapidly than the
outstanding balance of the loan.

Competition

The National Bank and Trust Company (the "Bank") competes for deposits with
other commercial banks, savings associations and credit unions and issuers of
commercial paper and other securities, such as shares in money market mutual
funds.  The primary factors in competing for deposits are interest rates and
convenience of office location.  In making loans, the Bank competes with other
commercial banks, savings and loan associations, savings banks, consumer
finance companies, credit unions, leasing companies, mortgage companies and
other lenders.  Competition is affected by, among other things, the general
availability of lendable funds, general and local economic conditions, current
interest rate levels and other factors which are not readily predictable.  The
size of financial institutions competing with the Bank is likely to increase
as a result of changes in statutes and regulations eliminating various
restrictions on interstate and inter-industry branching and acquisitions.
Such increased competition may have an adverse effect upon the Bank.

Legislation and Regulation That May Adversely Affect InterCounty's Earnings

The Bank is subject to regulation, examination and oversight by the Office of
the Comptroller of the Currency (the "OCC"), special examination by the Board
of Governors of the Federal Reserve System (the "FRB") and some regulation,
oversight and special examination by the Federal Deposit Insurance Corporation
(the "FDIC").  As a bank holding company, InterCounty is also subject to
regulation and examination by the FRB.  Such supervision and regulation of the
Bank and InterCounty are intended primarily for the protection of depositors
and not for the maximization of shareholder value and may affect the ability
of the company to engage in various business activities.  The assessments,
filing fees and other costs associated with reports, examinations and other
regulatory matters are significant and may have an adverse effect on
InterCounty's net earnings.



                                  -101-


<PAGE>

The FDIC is authorized to establish separate annual assessment rates for
deposit insurance of members of the Bank Insurance fund (the "BIF") and the
Savings Association Insurance Fund (the "SAIF").  The FDIC has established a
risk-based assessment system for both SAIF and BIF members.  Under such
system, assessments may vary depending on the risk the institution poses to
its deposit insurance fund. Such risk level is determined by reference to the
institution's capital level and the FDIC's level of supervisory concern about
the institution.

Because the reserves of the BIF exceeded the statutorily set minimum,
assessments for healthy BIF institutions were significantly decreased in the
last half of 1995 and were reduced to $2,000 per year for well-capitalized,
well-managed banks, like the Bank, in 1996.  Assessments paid by healthy
institutions on deposits in the SAIF exceeded that paid by healthy banks by
approximately $.23 per $100 in deposits in 1996.

Federal legislation that was effective September 30, 1996, provided for the
recapitalization of the SAIF by means of a special assessment of $.657 per
$100 of SAIF deposits held at March 31, 1995, in order to increase SAIF
reserves to the level required by law.  Certain banks were required to pay the
special assessment on only 80% of SAIF deposits held at that date.  That
legislation also required that BIF members begin to share the cost of prior
thrift failures.  As a result of the recapitalization of the SAIF and this
cost sharing between BIF and SAIF members, FDIC assessments for healthy
institutions during 1997 have been set at $.013 per $100 in BIF deposits and
$.064 per $100 in SAIF deposits.  The recapitalization plan also provides for
the merger of the BIF and the SAIF effective January 1, 1999, assuming there
are no savings associations under federal law.  Under separate proposed
legislation, Congress is considering the elimination of the federal thrift
charter.  InterCounty cannot predict the impact of such legislation on
InterCounty or the Bank until the legislation is enacted.





                                    -102-