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): November 13, 1998
  
  
           	            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.
  
       On November 13, 1998, InterCounty Bancshares, Inc., an Ohio 
  corporation ("InterCounty"), and its wholly-owned subsidiary, The 
  National Bank and Trust Company, a national bank ("NB&T"), and Arnold 
  Jones Insurance Agency, Inc., an Ohio corporation (the "Agency"), and 
  its shareholders, Arnold Jones, JoAnn Jones, Richard Jones, Brenda 
  Jones and Diana Edwards, entered into an Agreement and Plan of 
  Reorganization, a copy of which is attached hereto as Exhibit 2 (the 
  "Agreement").  The Agreement provides for the acquisition of the Agency 
  by NB&T (the "Acquisition").  The following summary of some of the 
  material terms and conditions of the Agreement is qualified in its 
  entirety by reference to Exhibit 2.
  
       In accordance with the terms and subject to the conditions of the 
  Agreement, all of the 500 outstanding shares of the Agency will be 
  canceled and extinguished on the effective date of the Acquisition in 
  consideration and exchange for a total of 17,780 common shares of 
  InterCounty.  On November 13, 1998, there were 3,154,254 common shares 
  of InterCounty issued and outstanding.
  
       The consummation of the Acquisition is subject to a number of 
  conditions.  The Agreement may be terminated by any of the parties if 
  the Acquisition is not consummated on or before December 31, 1998.
  
  Item 7.    Financial Statements and Exhibits.
       (a)  and (b).  Not applicable.
       (c)  Exhibits.
  See Index to Exhibits.
                                      -2-
  <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/ Timothy L. Smith
                                       -------------------------
                                       Timothy L. Smith, President
  
  
  Date:  November 13, 1998
  
  
  
                                      -3-
  <PAGE>
                                  INDEX TO EXHIBITS
  
  
  Exhibit Number             Description
  
       2             Agreement and Plan of Reorganization, dated November 
                     13, 1998, by and among InterCounty Bancshares, Inc., 
                     The National Bank and Trust Company, Arnold Jones 
                     Insurance Agency, Inc., Arnold Jones, JoAnna Jones, 
                     Richard Jones, Brenda Jones and Diana Edwards 
  
      99             News Release of InterCounty Bancshares, Inc., dated
                     November 13, 1998
  
  
  
                                      -4-
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3571}]
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": "98756095"}, "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): November 13, 1998
  
           	            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.
  
       On November 13, 1998, InterCounty Bancshares, Inc., an Ohio 
  corporation ("InterCounty"), and its wholly-owned subsidiary, The 
  National Bank and Trust Company, a national bank ("NB&T"), and Arnold 
  Jones Insurance Agency, Inc., an Ohio corporation (the "Agency"), and 
  its shareholders, Arnold Jones, JoAnn Jones, Richard Jones, Brenda 
  Jones and Diana Edwards, entered into an Agreement and Plan of 
  Reorganization, a copy of which is attached hereto as Exhibit 2 (the 
  "Agreement").  The Agreement provides for the acquisition of the Agency 
  by NB&T (the "Acquisition").  The following summary of some of the 
  material terms and conditions of the Agreement is qualified in its 
  entirety by reference to Exhibit 2.
  
       In accordance with the terms and subject to the conditions of the 
  Agreement, all of the 500 outstanding shares of the Agency will be 
  canceled and extinguished on the effective date of the Acquisition in 
  consideration and exchange for a total of 17,780 common shares of 
  InterCounty.  On November 13, 1998, there were 3,154,254 common shares 
  of InterCounty issued and outstanding.
  
       The consummation of the Acquisition is subject to a number of 
  conditions.  The Agreement may be terminated by any of the parties if 
  the Acquisition is not consummated on or before December 31, 1998.
  
  Item 7.    Financial Statements and Exhibits.
       (a)  and (b).  Not applicable.
       (c)  Exhibits.
  See Index to Exhibits.
                                      -2-
  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/ Timothy L. Smith
                                       -------------------------
                                       Timothy L. Smith, President
  
  Date:  November 13, 1998
  
                                      -3-
  INDEX TO EXHIBITS
  
  Exhibit Number             Description
  
       2             Agreement and Plan of Reorganization, dated November 
                     13, 1998, by and among InterCounty Bancshares, Inc., 
                     The National Bank and Trust Company, Arnold Jones 
                     Insurance Agency, Inc., Arnold Jones, JoAnna Jones, 
                     Richard Jones, Brenda Jones and Diana Edwards 
  
      99             News Release of InterCounty Bancshares, Inc., dated
                     November 13, 1998
  
                                      -4-