content: SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
  
  
  
                                  FORM 8-K
  
                               CURRENT REPORT
  
  
  
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
  
  
  
  Date of Report (Date of earliest event reported):  September 30, 2000
  
                          INTERCOUNTY BANCSHARES, INC.
              -----------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  
  
  
              OHIO                    0-23134              31-1004998
  ---------------------------    -------------------   --------------------
  (State or other jurisdiction  (Commission File No.) (IRS Employer I.D. No.)
       of incorporation)
  
  
              48 N. South Street, Wilmington, Ohio           45177
             ----------------------------------------      ----------
            (Address of principal executive offices)       (Zip Code)
  
  
  Registrant's telephone number, including area code:  (937) 382-1441
  
  <PAGE>
  
  
  Item 5.  Other Events.
  
       In the last few days of the month of September, 2000, InterCounty
  Bancshares, Inc. (Company), restructured a portion of its securities
  portfolio and increased its provision for loan losses.  Both of these
  items will have a significant negative impact on Company third quarter
  net income and year 2000 net income.
  
       The restructuring of the securities portfolio involved the sale of
  $38.0 million of long-term fixed-rate securities with a weighted average
  life of 7.3 years and a weighted average yield of 6.27%, resulting in an
  after-tax loss of $1.37 million.  A portion of the proceeds of the sale,
  $26.7 million, was reinvested in similar securities with a weighted average
  life of 5.3 years and a weighted average yield of 7.33%.  Another $10
  million was used to purchase Bank Owned Life Insurance (BOLI) with a cash
  surrender value that increases during the first year at a tax-equivalent
  yield of 9.97% and increases during future years at an adjustable rate.
  
       The restructuring is expected to increase pre-tax income by $542,000
  in 2001 and continue to increase earnings in future years.  Another
  important result of the restructuring was to reduce the interest rate risk
  of The National Bank and Trust Company (Bank), the Company's wholly owned
  subsidiary, by shortening the weighted average maturity of the Bank's assets
  and reducing the fixed rate assets with maturities over five years as a
  percentage of total assets from 31.8% to 27.8%.
  
       Additionally, the Bank has become aware of business problems being
  experienced by a longstanding Bank customer.  The customer has outstanding
  loan balances with the Bank of approximately $6.1 million, $4.3 million of
  which has an 80% guarantee by a U.S. Government agency.  Repayment of the
  portion of the $4.3 million loan that is not guaranteed and the other $1.8
   million loan is uncertain.  Although interest payments on the loans are
  current, the Bank does not anticipate collecting all amounts due under the
  contractual terms of the loan agreements.  The Bank has recorded a $725,000
   provision for loan losses in the third quarter, a portion of which has been
  recorded in anticipation of potential losses on these loans.  Due to the
  early stage of this situation, the ultimate loss to the Bank, if any, cannot
  be determined.
  
       Partially offsetting the negative effects of the securities loss and
  the additional provision for loan loss, certain performance related officer
  bonus expense and retirement plan expense will be decreased by $500,000 for
  2000, of which $350,000 was reduced in the third quarter.
  
  
  
  
  <PAGE>
  
  
                                 SIGNATURES
                                 ----------
  
  Pursuant to the requirements 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\ Charles L. Dehner
                                           ----------------------
                                           Charles L. Dehner
                                           Executive Vice President,
                                             Chief Financial Officer
  
  
  Date:  October 4, 2000
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 4385}]
metadata_filer: {"company-data": {"conformed-name": "INTERCOUNTY BANCSHARES INC", "cik": "0000908837", "assigned-sic": "6029", "irs-number": "311004998", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23134", "film-number": "734553"}, "business-address": {"street1": "48 NORTH SOUTH ST", "city": "WILMINGTON", "state": "OH", "zip": "45177", "phone": "9373821441"}}
text: SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
  
                                  FORM 8-K
  
                               CURRENT REPORT
  
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):  September 30, 2000
  
                          INTERCOUNTY BANCSHARES, INC.
              -----------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
              OHIO                    0-23134              31-1004998
  ---------------------------    -------------------   --------------------
  (State or other jurisdiction  (Commission File No.) (IRS Employer I.D. No.)
       of incorporation)
  
              48 N. South Street, Wilmington, Ohio           45177
             ----------------------------------------      ----------
            (Address of principal executive offices)       (Zip Code)
  
  Registrant's telephone number, including area code:  (937) 382-1441
  Item 5.  Other Events.
  
       In the last few days of the month of September, 2000, InterCounty
  Bancshares, Inc. (Company), restructured a portion of its securities
  portfolio and increased its provision for loan losses.  Both of these
  items will have a significant negative impact on Company third quarter
  net income and year 2000 net income.
  
       The restructuring of the securities portfolio involved the sale of
  $38.0 million of long-term fixed-rate securities with a weighted average
  life of 7.3 years and a weighted average yield of 6.27%, resulting in an
  after-tax loss of $1.37 million.  A portion of the proceeds of the sale,
  $26.7 million, was reinvested in similar securities with a weighted average
  life of 5.3 years and a weighted average yield of 7.33%.  Another $10
  million was used to purchase Bank Owned Life Insurance (BOLI) with a cash
  surrender value that increases during the first year at a tax-equivalent
  yield of 9.97% and increases during future years at an adjustable rate.
  
       The restructuring is expected to increase pre-tax income by $542,000
  in 2001 and continue to increase earnings in future years.  Another
  important result of the restructuring was to reduce the interest rate risk
  of The National Bank and Trust Company (Bank), the Company's wholly owned
  subsidiary, by shortening the weighted average maturity of the Bank's assets
  and reducing the fixed rate assets with maturities over five years as a
  percentage of total assets from 31.8% to 27.8%.
  
       Additionally, the Bank has become aware of business problems being
  experienced by a longstanding Bank customer.  The customer has outstanding
  loan balances with the Bank of approximately $6.1 million, $4.3 million of
  which has an 80% guarantee by a U.S. Government agency.  Repayment of the
  portion of the $4.3 million loan that is not guaranteed and the other $1.8
   million loan is uncertain.  Although interest payments on the loans are
  current, the Bank does not anticipate collecting all amounts due under the
  contractual terms of the loan agreements.  The Bank has recorded a $725,000
   provision for loan losses in the third quarter, a portion of which has been
  recorded in anticipation of potential losses on these loans.  Due to the
  early stage of this situation, the ultimate loss to the Bank, if any, cannot
  be determined.
  
       Partially offsetting the negative effects of the securities loss and
  the additional provision for loan loss, certain performance related officer
  bonus expense and retirement plan expense will be decreased by $500,000 for
  2000, of which $350,000 was reduced in the third quarter.
  SIGNATURES
                                 ----------
  
  Pursuant to the requirements 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\ Charles L. Dehner
                                           ----------------------
                                           Charles L. Dehner
                                           Executive Vice President,
                                             Chief Financial Officer
  
  Date:  October 4, 2000