Exhibit 11
InterCounty Bancshares, Inc.
Computation of Consolidated Earnings Per Common Share
(in thousands, except shares and per share data)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1997 1996 1997 1996
Net income $ 1,364 1,088 3,712 3,384
========= ========= ========= =========
Weighted average shares:
Common shares issued 1,545,983 1,541,666 1,544,808 1,546,604
Less-Unreleased common
shares held by ESOP 11,861 14,166 12,424 14,759
--------- --------- --------- ---------
Common shares
outstanding 1,534,122 1,527,500 1,532,384 1,531,845
Add - common equivalent shares
representing shares
issuable upon exercise
of employee stock options 45,289 41,801 44,521 38,391
--------- --------- --------- ---------
Adjusted weighted average
number of shares outstanding
used in calculation of
earnings per common and common
equivalent share 1,579,411 1,569,301 1,576,905 1,570,236
Add - incremental shares
representing shares
issuable upon exercise
of employee stock
options based on September
30 estimated fair value
(1) 2,115 426 5,055 3,923
--------- --------- --------- ---------
Adjusted weighted average number
of shares outstanding used in
calculation of earnings per
common share - assuming full
dilution 1,581,526 1,569,727 1,581,960 1,574,159
========= ========= ========= =========
Earnings per common share -
assuming no dilution $ .89 .71 2.42 2.21
Earnings per common and common
equivalent share .86 .69 2.35 2.16
Earnings per common share -
assuming full dilution .86 .69 2.35 2.15
<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 $35.00 at September 30,
1997, and $27.50 at September 30, 1996.
</FN>