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 21, 1997
  
  
                          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 21, 1997, InterCounty Bancshares, Inc., an Ohio corporation
  ("InterCounty"), and its wholly-owned subsidiary, The National Bank and Trust
  Company, a national bank ("NB&T"), and Phillips Insurance Agency Group, Inc.,
  an Ohio corporation (the "Agency"), and its shareholders, Melanie W. Phillips,
  Michael D. Phillips, George R. Phillips, IV, and Kristopher G. Phillips,
  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 an aggregate number of shares of InterCounty equal to the
  quotient of (a) $1,100,000 divided by (b) 12.25 times the net earnings per 
  share of InterCounty for the twelve months ended on the last day of the 
  quarter preceding the closing of the Acquisition.   
  
       On November 21, 1997, there were 1,545,738 common shares of InterCounty
  issued and outstanding.  Based upon the net earnings per share of InterCounty
  for the twelve months ended September 30, 1997, the total number of
  InterCounty shares that would be issued in connection with the Acquisition 
  would be 26,488.
  
       The consummation of the Acquisition is subject to a number of conditions,
  including, but not limited to, the approval of the appropriate regulatory
  agencies.  The Agreement may be terminated by any of the parties if the
  Acquisition is not consummated on or before February 28, 1998.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a) and (b).  Not applicable.
  
            (c)Exhibits.
  
            See Index to Exhibits.
  
  <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 21, 1997
  
  <PAGE>
  <TABLE>
                            INDEX TO EXHIBITS
  
  <CAPTION>
  Exhibit Number              Description
      <C>            <S>
       2             Agreement and Plan of Reorganization, dated November 21,
                     1997, by and among InterCounty Bancshares, Inc., The
                     National Bank and Trust Company, Phillips Insurance Agency
                     Group, Inc., Melanie W. Phillips, Michael D. Phillips,
                     George R. Phillips, IV, and Kristopher G. Phillips
  
  
      99             News Release of InterCounty Bancshares, Inc., dated
                     November 21, 1997
  
  </TABLE>
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4068}]
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": "97729494"}, "business-address": {"street1": "48 NORTH SOUTH ST", "city": "WILMINGTON", "state": "OH", "zip": "45177", "phone": "5133821441"}}
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 21, 1997
  
                          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 21, 1997, InterCounty Bancshares, Inc., an Ohio corporation
  ("InterCounty"), and its wholly-owned subsidiary, The National Bank and Trust
  Company, a national bank ("NB&T"), and Phillips Insurance Agency Group, Inc.,
  an Ohio corporation (the "Agency"), and its shareholders, Melanie W. Phillips,
  Michael D. Phillips, George R. Phillips, IV, and Kristopher G. Phillips,
  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 an aggregate number of shares of InterCounty equal to the
  quotient of (a) $1,100,000 divided by (b) 12.25 times the net earnings per 
  share of InterCounty for the twelve months ended on the last day of the 
  quarter preceding the closing of the Acquisition.   
  
       On November 21, 1997, there were 1,545,738 common shares of InterCounty
  issued and outstanding.  Based upon the net earnings per share of InterCounty
  for the twelve months ended September 30, 1997, the total number of
  InterCounty shares that would be issued in connection with the Acquisition 
  would be 26,488.
  
       The consummation of the Acquisition is subject to a number of conditions,
  including, but not limited to, the approval of the appropriate regulatory
  agencies.  The Agreement may be terminated by any of the parties if the
  Acquisition is not consummated on or before February 28, 1998.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a) and (b).  Not applicable.
  
            (c)Exhibits.
  
            See Index to Exhibits.
  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 21, 1997
  INDEX TO EXHIBITS
  Exhibit Number              Description
  2             Agreement and Plan of Reorganization, dated November 21,
                     1997, by and among InterCounty Bancshares, Inc., The
                     National Bank and Trust Company, Phillips Insurance Agency
                     Group, Inc., Melanie W. Phillips, Michael D. Phillips,
                     George R. Phillips, IV, and Kristopher G. Phillips
  
      99             News Release of InterCounty Bancshares, Inc., dated
                     November 21, 1997