Exhibit 11
InterCounty Bancshares, Inc.
Computation of Consolidated Earnings Per Common Share
For the Three Months Ended March 31, 1997 and 1996
(in thousands, except shares and per share data)
For the Three Months
Ended March 31,
----------------------
1997 1996
Net income $ 1,146 1,077
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Weighted average shares:
Common shares issued 1,541,150 1,548,977
Unreleased common shares
held by ESOP 12,987 15,351
--------- ---------
Common shares outstanding 1,528,163 1,533,626
Add -common equivalent shares
representing shares issuable
upon exercise of employee
stock options 42,106 34,800
--------- ---------
Adjusted weighted average number
of shares outstanding used in
calculation of earnings per common
and common equivalent share 1,570,269 1,568,426
Add -incremental shares representing
shares issuable upon exercise
of employee stock options based
on March 31 estimated fair value (1) 1,158 825
--------- ---------
Adjusted weighted average number of
shares outstanding used in calculation
of earnings per common share - assuming
full dilution 1,571,427 1,569,251
========= =========
Earnings per common share - assuming
no dilution $.75 .70
Earnings per common and common
equivalent share .73 .69
Earnings per common share - assuming
full dilution .73 .69
<FN>
(1) There is presently no active public trading market for the Company's
shares, nor are the prices at which common shares have been traded
published by any national securities association or quotation
service. Fair value for earnings per common share purposes was assumed
to be $28.00 at March 31, 1997, and $24.00 at March 31, 1996.
</FN>