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

                                  FORM 10-QSB

                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                   For the Quarter ended September 30, 1996

                       Commission file number  33-65608 


                          INTERCOUNTY BANCSHARES, INC.         
       (Exact name of small business issuer as specified in its charter)

              OHIO                                    31-1004998              
(State or other jurisdiction of             (IRS Employer Identification No.) 
 incorporation or organization)


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


                                (513) 382-1441                        
               (Issuer's telephone number, including area code)



      Indicate by check mark whether the Issuer (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 issuer was required to file such
      reports), and (2) has been subject to such filing requirements for
      the past 90 days.

                             Yes   X     No      




The number of shares outstanding of the issuer's common stock, without par
value, as of November 1, 1996, the latest practicable date, was 1,540,039
shares.

<PAGE>
                         INTERCOUNTY BANCSHARES, INC.

                                     INDEX



                                                                        Page
PART I.  FINANCIAL INFORMATION

      Item 1.  Financial Statements                                       

            Consolidated Balance Sheets -
             September 30, 1996, December 31, 1995
             and September 30, 1995  . . . . . . . . . . . . . . . . .    1

            Consolidated Statements of Income -
             Three and Nine Months Ended September 30, 1996 and 1995 .    2

            Consolidated Statements of Cash Flows -
             Nine Months Ended September 30, 1996 and 1995 . . . . . .    3

            Notes to Consolidated Financial Statements . . . . . . . .    4


      Item 2. Management's Discussion and Analysis of
               Financial Condition and Results of Operations . . . . .   5-9


Part II.  Other Information

      Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . .   10

      Item 2. Changes in Securities. . . . . . . . . . . . . . . . . .   10

      Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . .   10

      Item 4. Submission of Matters to a Vote of Security Holders. . .   10

      Item 5. Other Information. . . . . . . . . . . . . . . . . . . .   10

      Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . .   10

<PAGE>
                              Part I - Financial Information
Item 1.  Financial Statements
<TABLE>
                             INTERCOUNTY BANCSHARES, INC. and
                             THE NATIONAL BANK & TRUST COMPANY
                                CONSOLIDATED BALANCE SHEETS
              At September 30, 1996, December 31, 1995 and September 30, 1995
                                        (thousands)
<CAPTION>
                                    September 30, December 31,  September 30,
                                        1996          1995          1995
                                     (unaudited)       (a)       (unaudited)
<S>                                   <C>             <C>           <C>
ASSETS:
 Cash and due from banks              $ 11,798        13,680        14,571
 Federal funds sold                     10,087         4,527         1,154
                                       -------       -------       -------
      Total cash and cash equivalents   21,885        18,207        15,725

 Interest-bearing deposits in banks        137           133           113
 Securities available for sale, at 
  market value                          74,058        82,569        71,651
 Securities held to maturity (market 
  value-$8,189, $9,058, and $12,032)     7,554         8,191        11,154
                                       -------       -------       -------
      Total securities                  81,612        90,760        82,805
 Loans                                 268,361       242,507       220,778
   Less-allowance for loan losses        2,732         2,644         2,635
                                       -------       -------       -------
      Net loans                        265,629       239,863       218,143
 Premises and equipment                  8,563         7,505         6,648
 Earned income receivable                3,368         3,248         3,026
 Other assets                            1,523           555         1,334
                                       -------       -------       -------
          TOTAL ASSETS               $ 382,717       360,271       327,794
                                       =======       =======       =======

LIABILITIES:
 Demand deposits                      $ 36,456        36,188        33,857
 Savings, NOW, and money market 
  deposits                             111,017       103,954       100,408
 Certificates $100,000 and over         21,784        21,110        18,394
 Other time deposits                   140,707       130,251       127,741
                                       -------       -------       -------
      Total deposits                   309,964       291,503       280,400
 Short-term borrowings                  33,887        31,110        11,351
 Long-term debt                          1,044         1,108         1,237
 Other liabilities                       2,523         2,716         2,289
                                       -------       -------       -------
      TOTAL LIABILITIES                347,418       326,437       295,277
                                       -------       -------       -------
SHAREHOLDERS' EQUITY:
 Preferred stock-no par value,
  authorized 100,000 shares; none 
  issued
 Common stock-no par value, 
  authorized 3,000,000 shares;
  issued 1,909,475 shares                1,000         1,000         1,000
 Surplus                                 7,241         7,224         7,194
 Net unrealized gain on securities 
  available for sale                       354         1,405         1,075
 Unearned ESOP shares, at cost            (841)         (845)         (956)
 Retained earnings                      30,604        27,863        27,037
 Treasury shares, at cost, 369,436
  shares at September 30, 1996;
  360,498 at December 31, 1995;
  362,985 shares at September 30, 1995  (3,059)       (2,813)       (2,833)
                                       -------       -------       -------
      TOTAL SHAREHOLDERS' EQUITY        35,299        33,834        32,517
                                       -------       -------       -------
          TOTAL LIABILITIES AND
           SHAREHOLDERS' EQUITY       $382,717       360,271       327,794
                                       =======       =======       =======

(a)   Financial information as of December 31, 1995, has been derived from 
      the audited, consolidated financial statements of the Registrant.

The accompanying notes to financial statements are an integral part of these
 statements.
</TABLE>
                                            -1-
<PAGE>
                               Part I - Financial Information
                                        (Continued)
Item 1.  Financial Statements
<TABLE>
                             INTERCOUNTY BANCSHARES, INC. and
                             THE NATIONAL BANK & TRUST COMPANY
                             CONSOLIDATED STATEMENTS OF INCOME
                                        (thousands)
                                        (unaudited)
<CAPTION>
                                      Three Months Ended   Nine Months Ended
                                         September 30         September 30  
                                        1996      1995      1996       1995
<S>                                  <C>         <C>      <C>        <C>
INTEREST INCOME:
 Interest and fees on loans          $ 5,790     4,941    16,535     14,270
 Interest on securities available
  for sale-taxable                     1,344     1,231     4,216      3,128
 Interest on securities held to 
  maturity-
   Taxable                                 -        20         -         56
   Non-taxable                           159       212       472        653
 Interest on deposits in banks             2         2         7          5
 Interest on federal funds sold           46        80       108        245
                                       -----     -----    ------     ------
        TOTAL INTEREST INCOME          7,341     6,486    21,338     18,357
                                       -----     -----    ------     ------
INTEREST EXPENSE:
 Interest on savings, NOW and money
  market deposits                        783       677     2,213      1,912
 Interest on time certificates
  $100,000 and over                      285       293       789        818
 Interest on other deposits            1,995     1,914     5,876      5,038
 Interest on short-term borrowings       435       120     1,282        328
 Interest on long-term debt               21        26        65         80
                                       -----     -----    ------     ------
        TOTAL INTEREST EXPENSE         3,519     3,030    10,225      8,176
                                       -----     -----    ------     ------
        NET INTEREST INCOME            3,822     3,456    11,113     10,181

PROVISION FOR LOAN LOSSES                150        90       450        270
                                       -----     -----    ------     ------
        NET INTEREST INCOME AFTER
         PROVISION FOR LOAN LOSSES     3,672     3,366    10,663      9,911
                                       -----     -----    ------     ------
NON-INTEREST INCOME:
 Trust income                            193       162       532        469
 Service charges on deposits             288       249       804        736
 Other service charges and fees           79        78       230        217
 Securities gains                          -        18        86         18
 Other                                   147        83       411        289
                                       -----     -----    ------     ------
        TOTAL NON-INTEREST INCOME        707       590     2,063      1,729
                                       -----     -----    ------     ------
NON-INTEREST EXPENSES:
 Salaries                              1,123     1,036     3,223      3,038
 Pension and benefits                    238       253       685        819
 Equipment                               265       198       663        620
 Occupancy                               163       145       470        420
 Deposit insurance                       106        (6)      126        269
 State franchise tax                     123       112       369        335
 Advertising                              67        51       196        192
 Other                                   761       608     2,215      1,740
                                       -----     -----    ------     ------
        TOTAL NON-INTEREST EXPENSE     2,846     2,397     7,947      7,433
                                       -----     -----    ------     ------
        INCOME BEFORE INCOME TAX       1,533     1,559     4,779      4,207

INCOME TAX                               445       421     1,395      1,162
                                       -----     -----    ------     ------
        NET INCOME                   $ 1,088     1,138     3,384      3,045
                                       =====     =====    ======     ======

Earnings per common share            $  0.71      0.74      2.21       1.99
Dividends declared per 
 common share                        $  0.14      0.10      0.42       0.28
Average shares outstanding         1,527,500 1,530,436 1,531,845  1,530,266

The accompanying notes to financial statements are an integral part of these
 statements.
</TABLE>
                                            -2-
<PAGE>
                               Part I - Financial Information
                                        (Continued)
Item 1.  Financial Statements
<TABLE>
                             INTERCOUNTY BANCSHARES, INC. and
                             THE NATIONAL BANK & TRUST COMPANY
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                           Nine Months Ended September 30, 1996
                                        (thousands)
                                        (unaudited)
<CAPTION>
                                                             1996      1995
<S>                                                       <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                              $ 3,384     3,045
  Adjustments for non-cash items-
    Depreciation and amortization                             541       508
    Provision for loan losses                                 450       270
    Net discount accretion of securities held for sale       (211)     (266)
    Net discount accretion of securities held to maturity     (76)     (183)
    Net realized gains from sale of securities available
     for sale                                                 (86)      (18)
    Increase in interest receivable                          (138)     (551)
    Increase (decrease) in interest payable                  (106)      206
    Increase in income taxes payable                           25       224
    Increase (decrease) in other accrued expenses            (187)      199
    Increase in other assets                                 (421)     (510)
    FHLB stock dividends                                     (155)      (24)
                                                           ------    ------
        NET CASH PROVIDED BY OPERATING ACTIVITIES           3,020     2,900
                                                           ------    ------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Net increase in interest-bearing deposits in banks           (4)      (11)
  Proceeds from maturities of securities available
   for sale                                                13,514     5,123
  Proceeds from sales of securities available for sale      5,395     1,000
  Purchases of securities available for sale              (11,538)  (30,689)
  Proceeds from maturities of securities held to 
   maturity                                                   713     1,687
  Purchases of securities held to maturity                      -      (376)
  Net increase in loans                                   (26,216)  (12,820)
  Purchases of premises and equipment                      (1,547)     (735)
                                                           ------    ------
        NET CASH USED IN INVESTING ACTIVITIES             (19,683)  (36,821)
                                                           ------    ------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                                 18,461    31,459
  Repayment of capital lease obligation                       (65)      (62)
  Net increase in short-term borrowings                     2,777     2,615
  Cash dividends paid                                        (589)     (402)
  Proceeds from stock options exercised                         6        73
  Purchase of treasury shares                                (249)      (94)
                                                           ------    ------
        NET CASH PROVIDED BY FINANCING ACTIVITIES          20,341    33,589
                                                           ------    ------
        NET CHANGE IN CASH AND CASH EQUIVALENTS             3,678      (332)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           18,207    16,057
                                                           ------    ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $ 21,885    15,725
                                                           ======    ======
SUPPLEMENTAL CASH FLOW INFORMATION:
 Interest paid                                           $ 10,331     7,970
 Income taxes paid                                          1,370       947

The accompanying notes to financial statements are an integral part of these
 statements.
</TABLE>
                                            -3-
<PAGE>
                               PART I.  FINANCIAL INFORMATION
                                        (Continued)

Item 1.  Notes to Consolidated Financial Statements

                             INTERCOUNTY BANCSHARES, INC. and
                             THE NATIONAL BANK & TRUST COMPANY

BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been 
prepared in accordance with generally accepted accounting principles for 
interim financial information and the instructions to Form 10-QSB and 
Regulation S-B.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete 
financial statements.  In the opinion of management, the unaudited 
consolidated financial statements include all adjustments (consisting of 
normal, recurring accruals) considered necessary for a fair presentation of 
financial position, results of operations and cash flows for the interim 
periods.

Results of operations for the three and nine month periods ended 
September 30, 1996 and cash flows for the nine month period ended 
September 30, 1996 are not necessarily indicative of the results to be 
expected for the full year to end December 31, 1996.  These unaudited 
consolidated financial statements should be read in conjunction with the
consolidated financial statements, accounting policies and financial notes 
thereto included in the Company's Annual Report and Form 10-KSB for the year 
ended December 31, 1995 filed with the Commission.


WEIGHTED AVERAGE SHARES OUTSTANDING

Earnings per common share (EPS) is calculated by dividing net income by the 
weighted average number of shares of common stock outstanding during the 
period.  The assumed exercise of stock options would not have a material 
dilutive effect.  In accordance with generally accepted accounting 
principles, certain shares held in suspense by the Company's employee stock 
ownership plan (ESOP) are not considered outstanding until they are 
committed to be released for allocation to participants' accounts.  The 
following table shows the computation of the weighted average shares 
outstanding.
<TABLE>
<CAPTION>
                                Three Months Ended        Nine Months Ended
                                   September 30             September 30     
                                  1996        1995         1996        1995   
    <S>                       <C>         <C>          <C>         <C>
  Weighted Average Shares:

    Common shares issued      1,541,666   1,547,064    1,546,604   1,547,520
    Unreleased common shares
     held by ESOP               (14,166)    (16,628)     (14,759)    (17,254)
                               ---------   ---------    ---------   ---------
      Common shares 
       outstanding             1,527,500   1,530,436    1,531,845   1,530,266
                               =========   =========    =========   =========
</TABLE>

RECENTLY ISSUED ACCOUNTING STANDARD

The Company adopted Statement of Financial Accounting Standards (SFAS) No. 
123, "Accounting for Stock-Based Compensation" effective January 1, 1996.  
This statement encourages, but does not require, adoption of a fair-value-
based accounting method for employee stock options.  Management has 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."  In accordance with SFAS No.
123, the Company will disclose in the 1996 annual Consolidated Financial 
Statements pro forma net income and earnings per share as if the fair-value-
based method had been applied in recognizing compensation cost.  The pro 
forma disclosures are not expected to differ materially from the results 
reported under APB No. 25.


                                            -4-
<PAGE>
                               PART I.  FINANCIAL INFORMATION
                                        (Continued)

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations

                             INTERCOUNTY BANCSHARES, INC. and
                             THE NATIONAL BANK & TRUST COMPANY

FORWARD-LOOKING STATEMENTS

Certain matters disclosed herein may be deemed to be forward-looking 
statements that involve risks and uncertainties, including regulatory policy 
changes, interest rate fluctuations, loan demand, loan delinquencies and 
other risks.  Actual strategies and results in future time periods may 
differ materially from those currently expected.  Such forward-looking 
statements represent the Company's judgment as of the current date.  The
Company disclaims, however, any intent or obligation to update such forward-
looking statements.


RESULTS OF OPERATIONS

Net income for the third quarter of 1996 was $1,088,000, a decrease of 4.4% 
from the $1,138,000 earned in the third quarter of 1995.  The primary 
reasons for the decrease in earnings were an increase in provision for loan 
losses and an increase in deposit insurance expense.  The Bank has increased 
its provision to reflect slightly higher net charge-offs this year and 
growth in the loan portfolio.  During the third quarter of 1995, the Bank 
received a refund of deposit insurance which resulted in a negative $6,000 
expense for the quarter, while during the third quarter of 1996, the Bank 
incurred a one-time $97,000 assessment for deposits obtained by the Bank in 
1993 when it merged with The Williamsburg Building & Loan Company, which 
contributed to an expense of $106,000 for the quarter.  Also during the 
quarter, the Bank achieved a 10.6% increase in net interest income, a 19.7%
increase in non-interest income, and an 18.7% increase in non-interest 
expense.  Net income per share decreased 4.1% to $.71 from $.74 for the 
third quarter of 1995.  Net income for the first nine months of 1996 was 
$3.4 million, an increase of 11.2% from the $3.0 million earned in the 
first nine months of 1995.

Net interest income for the third quarter of 1996 was $3.8 million, 10.6% 
above the third quarter of 1995 due to average interest-earning assets 
increasing $48.7 million (16.1%) to $350.3 million.  This increase consisted 
primarily of $46.0 million in loans and $4.6 million in securities.  The 
average yield decreased from 8.53% to 8.34%.  This decrease in yield was the 
result of a general decline in market rates.  Prime rate averaged 75 basis 
points more during the third quarter of 1995 than the third quarter of 1996. 
Average interest-bearing liabilities increased 18.2% to $301.9 million and 
their cost decreased to 4.64% from 4.71% in the third quarter of 1995.  The 
$46.5 million growth in average interest-bearing liabilities from the third 
quarter of last year was primarily in higher costing money market deposits, 
fixed rate certificates, and borrowings from the Federal Home Loan Bank.  As 
a result, the third quarter net interest margin decreased from 4.55% in 1995 
to 4.34% in 1996.

Net interest income for the first nine months of 1996 increased 9.2% from the 
same period last year.  Average interest-earning assets increased 19.4% from 
last year, and the yield on these decreased from 8.55% to 8.32%.  Interest-
bearing liabilities increased 21.3%, while the cost increased from 4.50% to 
4.64%.  The net interest margin averaged 4.33% for the first nine months of 
1996 versus 4.74% for the first nine months of 1995.

The provision for loan losses was increased to $150,000 for the third quarter 
of 1996, compared to $90,000 for the same period in 1995, reflecting the 
growth of the Bank's loan portfolio.  Net charge-offs for the first nine 
months of 1996 were .14% of average loans, compared to .09% for the first 
nine months of the prior year.



                                            -5-
<PAGE>
                               PART I.  FINANCIAL INFORMATION
                                        (Continued)

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations
                                        (Continued)

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.  The 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.  Management 
uses an outside servicer for delinquent credit card collections. As of 
September 30, 1996, 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.

The following table sets forth certain information regarding the past-due, 
non-accrual and renegotiated loans of the Bank at the dates indicated 
(in thousands):
<TABLE>
<CAPTION>
                                     September 30  December 31  September 30
                                         1996         1995          1995  
     <S>                                <C>            <C>           <C>
     Loans accounted for on 
       non-accrual basis                $ 559          314           272
     Accruing loans which are
       past due 90 days or more           318          208           163
     Renegotiated loans                     -            -             -
                                          ---          ---           ---
          Total                         $ 877          522           435
                                          ===         ===            ===
</TABLE>

The increase in non-accrual loans at September 30, 1996, is principally 
attributable to two commercial borrowers with loans totaling $413,000.  
Management believes the value of the related collateral, if necessary to 
collect the principal outstanding, limits the Bank's exposure to a potential
loss of less than $60,000, including costs of collection.  The increase in 
90 days past due loans was primarily concentrated in credit card loans. 
In 1996, the responsibility for collection of these loans was changed to an 
outside servicer whose results during the third quarter were less than 
expected.  Management is considering alternatives to strengthen credit card
collection efforts including taking collection efforts back from the 
outside servicer.


                                            -6-
<PAGE>
                               PART I.  FINANCIAL INFORMATION
                                        (Continued)

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations
                                        (Continued)


At September 30, 1996, the Bank's allowance for loan losses totaled $2.7 
million and was allocated primarily to the consumer segment of the loan 
portfolio.  A similar allocation existed for all other dates presented.  The 
following table sets forth an analysis of the Bank's allowance for losses on 
loans for the periods indicated (in thousands):
<TABLE>
<CAPTION>
                                   Three Months Ended     Nine Months Ended
                                       September 30         September 30       
                                     1996      1995        1996      1995 
  <S>                              <C>         <C>         <C>       <C>
  Balance, beginning of period     $ 2,647     2,641       2,644     2,561
   Charge-offs:
    Commercial                         (12)       23          31        48
    Residential real estate              -         -           1         -
    Installment                        109        82         386       246
    Credit card                         49        29         119        50
    Other                                1         7           2         9
                                     -----     -----       -----     -----
       Total                           147       141         539       353
                                     -----     -----       -----     -----
   Recoveries:
    Commercial                          42         2          50         7
    Residential real estate              -         -           -         5
    Installment                         36        32         113       123
    Credit card                          4         3           8        13
    Other                                -         8           6         9
                                     -----     -----       -----     -----
       Total                            82        45         177       157
                                     -----     -----       -----     -----
  Net charge-offs                      (65)      (96)       (362)     (196)
  Provision for loan losses            150        90         450       270
                                     -----     -----       -----     -----
  Balance, end of period           $ 2,732     2,635       2,732     2,635
                                     =====     =====       =====     =====
</TABLE>

Non-interest income was $707,000 for the third quarter 1996, an increase of 
19.7% from the $590,000 earned in the third quarter of 1995.  Although all 
categories in this section have shown increases, increased trust income, 
deposit service charges, and income from miscellaneous recoveries accounted 
for the majority of the improvement.  For the first nine months of 1996, 
non-interest income increased 19.3% from the same period in 1995.

Non-interest expense increased 18.7% for the quarter over the same period in 
1995.  Salaries and benefits increased 6.0% for the quarter due mostly to an 
increase in eleven full-time equivalent employees.  Equipment expense 
increased 33.8% from last year as a result of our continued investment in 
current technology.  Occupancy expense increased 12.4% for the quarter due 
to the opening of the Batavia office earlier this year, and the main office 
renovation.  Deposit insurance was $112,000 more than last year due to the
assessment mentioned earlier.  State franchise tax has increased 9.9% due to 
the increase in Company capital on which it is based.  Other expense has 
increased 25.1% from the third quarter of last year.  Included in that 
category were increased loan related processing costs, data processing fees, 
deposit account losses, and office supplies.  For the first nine months of 
1996, total non-interest expense increased 6.9% from the same period last
year.


                                            -7-
<PAGE>
                               PART I.  FINANCIAL INFORMATION
                                        (Continued)

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations
                                        (Continued)


Performance ratios for the third quarter of 1996 included a return on assets 
of 1.16%, and a return on equity of 12.37%, compared to 1.41% and 14.05%, 
respectively, for the third quarter of 1995.  For the first nine months of 
1996, return on assets and return on equity were 1.24% and 13.02%, 
respectively, compared to 1.33% and 13.25% for the first nine months of 1995.


Financial Condition

Total assets grew 16.8% from the end of the third quarter 1995, to a total 
of $382.7 million at September 30, 1996.  Total loans increased to $268.4 
million, an increase of 21.6% from September 30, 1995.  Commercial and 
personal loans continue to provide the majority of the internal growth.  
Average commercial loans during the first nine months of 1996, grew $11.5 
million (13.6%), and average personal loans grew $12.8 million (19.2%) 
compared to the first nine months of 1995.  In November 1995, the Bank 
purchased $20 million of 1-4 family real estate loans in the secondary 
market; $11.1 million of that portfolio remains.  The decline is 
attributable to normal principal amortization and prepayments.  The 
securities portfolio average for the first nine months of 1996 has grown
5.8% over the same period in 1995 through the use of excess liquidity.  
Total deposits increased 10.5% from September 30, 1995 to $310.0 million 
at September 30, 1996.  Non-interest bearing deposits increased $2.6 
million or 7.7% since September 30, 1995.  Interest-bearing accounts 
grew $27.0 million, or 10.9%.  Other borrowings increased $22.5 million as 
a result of borrowing $21.3 million from Federal Home Loan Bank in 
November 1995, to match fund the real estate loan purchase.  Total equity 
increased 8.6% since September 30, 1995 to $35.3 million at September 30, 
1996.  Book value per share at September 30, 1996, was $22.92, an increase 
of 9.0% from $21.03 at the end of the third quarter last year.  The ratio 
of equity to assets at September 30, 1996, was 9.22% compared to 9.92% as 
of the end of the same quarter last year.

The material changes that have occurred in InterCounty's financial condition 
during 1996 are as follows (in thousands):

<TABLE>
<CAPTION>
                               September 30    December 31
                                   1996          1995        Amount   Percent
 <S>                              <C>              <C>         <C>       <C>

 Federal funds sold               $10,087          4,527       5,560     123
 Securities                        81,612         90,760      (9,148)    (10)
 Loans                            268,361        242,507      25,854      11
 Premises and equipment             8,563          7,505       1,058      14
 Savings, NOW, MMDA deposits      111,017        103,954       7,063       7
 Other time deposits              140,707        130,251      10,456       8
</TABLE>

Deposit mix changes have resulted in increases in interest-bearing 
transaction accounts and retail certificates of deposit.  The securities 
portfolio has decreased because of normal maturities and called bonds, 
which have been used to fund loans.  Loan growth has primarily been in 
commercial and personal areas.  Increased premises and equipment are due
to main office renovations and computer hardware and software purchases.




                                            -8-
<PAGE>
                               PART I.  FINANCIAL INFORMATION
                                        (Continued)

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations
                                        (Continued)


Liquidity and Capital Resources

The maintenance of an adequate level of liquidity is necessary to ensure that 
sufficient funds are available to meet customers' loan demand and deposit 
withdrawal.  InterCounty manages liquidity on both the asset and liability 
side of the balance sheet.  The loan to total funds ratio at September 30, 
1996 was 78%, compared to 76% for the same date in 1995.  Management strives 
to keep this ratio below 80%.  The securities portfolio is primarily 
"available for sale" securities that are readily marketable.  Approximately 
47% of the portfolio is pledged to secure public deposits and for other 
purposes as required by law.  The balance of the "available for sale" 
portfolio could be sold if necessary for liquidity purposes.  Also a stable 
deposit base, consisting of 93% core deposits, makes the Bank less 
susceptible to large fluctuations in funding needs. 

The Federal Reserve Board has adopted risk-based capital guidelines which 
assign risk weightings to assets and off-balance sheet items and also define 
and set minimum capital requirements (risk-based capital ratios).  Bank 
holding companies must maintain total risk-based, Tier 1 risk-based and Tier
1 leverage ratios of 8%, 4% and 3%, respectively.  At September 30, 1996, 
InterCounty had a total risk-based capital ratio of 13.46%, a Tier 1 risk-
based capital ratio of 12.48%, and a Tier 1 leverage ratio of 9.1%.

                                            -9-
<PAGE>
                                 PART II.  OTHER INFORMATION

                             INTERCOUNTY BANCSHARES, INC. and
                             THE NATIONAL BANK & TRUST COMPANY


Item 1. Legal Proceedings - Not Applicable
Item 2. Changes in Securities - Not Applicable
Item 3. Defaults Upon Senior Securities - Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable
Item 5. Other Information - Not Applicable
Item 6. Exhibits and Reports on Form 8-K
        a. Exhibits
<TABLE>
<CAPTION>
          Exhibit       SB 601                                        Page
            No.         Ref. No.     Description                       No. 
            <S>                      <C>                               <C>

            11         601(b)(11)    Computation of Consolidated
                                     Earnings Per Common Share
                                     For the Three and Nine Months 
                                     Ended September 30, 1996 and 
                                     1995                              11

            27         601(b)(27)    Financial Data Schedule for
                                     the Nine Months Ended
                                     September 30, 1996.               12
</TABLE>

        b. The Company was not required to file Form 8-K during the quarter 
           ended September 30, 1996.

                                    SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Issuer has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.



                                    INTERCOUNTY BANCSHARES, INC.
                                    Issuer


Date: November 14, 1996             Charles L. Dehner                         
                                    Treasurer, Executive Vice President
                                     and Principal Accounting Officer



                                           -10-
<PAGE>