Exhibit 11

                   InterCounty Bancshares, Inc.
      Computation of Consolidated Earnings Per Common Share
       For the Three Months Ended March 31, 1998 and 1997
        (in thousands, except shares and per share data)


 
                                         For the Three Months
                                           Ended March 31,      
                                       ----------------------
                                       1998              1997
                                                 
Net income                            $   1,173         1,146 
                                      =========     =========
Weighted average
  common shares issued                1,548,237     1,541,150 
    
  Less-Unreleased common shares
    held by ESOP                         10,750        12,987
                                      ---------     ---------
  Weighted average number of
    shares outstanding used in
    the calculation of basic
    earnings per common share         1,537,487     1,528,163 
    
  Add -Dilutive effect of stock
    options (1)                          42,383        42,383 
                                      ---------     ---------
Adjusted weighted average number 
of shares outstanding used in the
calculation of diluted earnings 
per common share                      1,579,870     1,571,427
                                      =========     =========

Basic earnings per common share            $.76           .75

Diluted earnings per common share           .74           .73


<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 $45.00 at March 31, 1998,
and $28.00 at March 31, 1997.
</FN>