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                                 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 1998 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.

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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.



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For several years, Congress has been considering various changes to the
charters, permissible activities and regulatory authorities of banks, savings
associations, and bank and savings association holding companies and
subsidiaries.  InterCounty cannot predict at this time whether and when
Congress will actually adopt such "financial modernization" legislation or in
what form it will be adopted.  It is possible that the permissible activities
of the Bank and its subsidiaries will be restricted and that the financial
condition and results of operations of InterCounty could be adversely
affected. 

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.

Federal legislation effective in 1996 provides for the merger of the BIF and
the SAIF effective January 1, 1999, assuming there are no savings associations
under federal law.  Although the federal thrift charter has not been
eliminated and seems unlikely in the near future, Congress is still
considering the merger of the BIF and the SAIF.  InterCounty cannot predict
the impact of such a merger on InterCounty or the Bank until the legislation
is enacted. 





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