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):  January 24, 2001
  
                         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.
  
           InterCounty Bancshares, Inc. (Company), parent company of The
           National Bank and Trust Company, Wilmington, Ohio, (Bank) announced
           net income of $1,328,000, compared to $1,646,000 earned during the
           fourth quarter of 1999.  Net income per share was $.42 for the
           quarter, compared to $.52 per share for the same quarter last year.
  
           The fourth quarter of 2000 showed a decrease in net interest income
           of 9.3% compared to the same quarter last year.  Although interest
           income increased 8.3%, interest expense increased 26.0% compared to
           the same period last year.  The fourth quarter this year included an
           increase in provision for loan losses to $624,000, compared to
           $350,000 for the fourth quarter last year.  The additional provision
           recorded in the fourth quarter this year was the result of higher
           than anticipated net charge offs, and also was in anticipation of
           potential losses on other loans.  Non-interest income was
           $1,671,000, 16.2% above the fourth quarter of 1999.  This increase
           was primarily due to increases in service charges on deposits and
           income from a $10 million purchase of Bank Owned Life Insurance
           (BOLI) in the third quarter of 2000.  Non-interest expense decreased
           7.9% from the fourth quarter of last year.  Salaries and benefits
           were 9.0% less, equipment expense decreased 7.3%, and most other
           categories decreased from the same quarter last year.  The Company's
           effective tax rate was 19.1% this quarter compared to 9.0% during
           the fourth quarter of 1999 primarily due to the exercise of stock
           options in December 1999 by certain officers that are taxable to the
           executives and tax deductible to the Company.  Performance ratios
           for the fourth quarter of 2000 included a return on assets of .93%,
           and a return on equity of 11.23%.
  
           Net income for the year 2000 was $4,046,000, compared to the
           $5,708,000 earned during 1999.  Net income per share was $1.27,
           compared to $1.81 per share for the same period last year.
  
           In the third quarter of 2000, the Company restructured a portion
           of its securities portfolio and during the third and fourth
           quarters increased its provision for loan losses.  Both of these
           items had a significant negative impact on Company net income for
           the year 2000.  The restructuring of the securities portfolio,
           resulting in the recognition of an after-tax loss of $1.37 million,
           was undertaken to enhance future earnings and reduce interest rate
           risk.  Performance ratios for 2000 included a return on assets of
           .73%, and a return on equity of 8.85%.
  
           Total assets ended the year at $579.2 million, up 6.8% from the
           end of 1999.  Total deposits were $406.7 million at December 31,
           2000, an increase of 7.0% from the same date last year.
  
           Book value per share was $15.44 and equity to assets was 8.54% as
           of December 31,2000.
  
           On December 19 the board of directors declared a dividend of $0.19
           per share payable January 25, 2001, to shareholders of record
           December 31, 2000.  This amount represents an increase of 11.8%
           from the dividend declared in December 1999.
  
  
  <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:  January 24, 2001
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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": "1514485"}, "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):  January 24, 2001
  
                         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.
  
           InterCounty Bancshares, Inc. (Company), parent company of The
           National Bank and Trust Company, Wilmington, Ohio, (Bank) announced
           net income of $1,328,000, compared to $1,646,000 earned during the
           fourth quarter of 1999.  Net income per share was $.42 for the
           quarter, compared to $.52 per share for the same quarter last year.
  
           The fourth quarter of 2000 showed a decrease in net interest income
           of 9.3% compared to the same quarter last year.  Although interest
           income increased 8.3%, interest expense increased 26.0% compared to
           the same period last year.  The fourth quarter this year included an
           increase in provision for loan losses to $624,000, compared to
           $350,000 for the fourth quarter last year.  The additional provision
           recorded in the fourth quarter this year was the result of higher
           than anticipated net charge offs, and also was in anticipation of
           potential losses on other loans.  Non-interest income was
           $1,671,000, 16.2% above the fourth quarter of 1999.  This increase
           was primarily due to increases in service charges on deposits and
           income from a $10 million purchase of Bank Owned Life Insurance
           (BOLI) in the third quarter of 2000.  Non-interest expense decreased
           7.9% from the fourth quarter of last year.  Salaries and benefits
           were 9.0% less, equipment expense decreased 7.3%, and most other
           categories decreased from the same quarter last year.  The Company's
           effective tax rate was 19.1% this quarter compared to 9.0% during
           the fourth quarter of 1999 primarily due to the exercise of stock
           options in December 1999 by certain officers that are taxable to the
           executives and tax deductible to the Company.  Performance ratios
           for the fourth quarter of 2000 included a return on assets of .93%,
           and a return on equity of 11.23%.
  
           Net income for the year 2000 was $4,046,000, compared to the
           $5,708,000 earned during 1999.  Net income per share was $1.27,
           compared to $1.81 per share for the same period last year.
  
           In the third quarter of 2000, the Company restructured a portion
           of its securities portfolio and during the third and fourth
           quarters increased its provision for loan losses.  Both of these
           items had a significant negative impact on Company net income for
           the year 2000.  The restructuring of the securities portfolio,
           resulting in the recognition of an after-tax loss of $1.37 million,
           was undertaken to enhance future earnings and reduce interest rate
           risk.  Performance ratios for 2000 included a return on assets of
           .73%, and a return on equity of 8.85%.
  
           Total assets ended the year at $579.2 million, up 6.8% from the
           end of 1999.  Total deposits were $406.7 million at December 31,
           2000, an increase of 7.0% from the same date last year.
  
           Book value per share was $15.44 and equity to assets was 8.54% as
           of December 31,2000.
  
           On December 19 the board of directors declared a dividend of $0.19
           per share payable January 25, 2001, to shareholders of record
           December 31, 2000.  This amount represents an increase of 11.8%
           from the dividend declared in December 1999.
  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:  January 24, 2001