Exhibit 11
InterCounty Bancshares, Inc.
Computation of Consolidated Earnings Per Common Share
For the Three and Six Months Ended June 30, 1998 and 1997
(in thousands, except shares and per share data)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
Net income $ 1,362 $ 1,201 $ 2,535 $ 2,347
========= ========= ========= =========
Weighted average common
shares issued 1,553,933 1,547,238 1,551,101 1,544,211
Less-Unreleased common
shares held by ESOP 10,216 12,424 10,483 12,705
--------- --------- --------- ---------
Weighted average number
of shares outstanding
used in the calculation
of basic earnings per
common share 1,543,717 1,534,814 1,540,618 1,531,506
Add - Dilutive effect of
stock options (1) 41,392 42,903 40,901 45,665
--------- --------- --------- ---------
Adjusted weighted average
number of shares outstanding
used in the calculation of
duiluted earnings per common
share 1,585,109 1,577,717 1,581,519 1,577,171
========= ========= ========= =========
Basic earnings per common
share $.88 $.78 $1.65 $1.53
Diluted earnings per common
share .86 .76 1.60 1.49
<FN>
(1) There is presently no active 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 $46.50 at June 30, 1998, and
$31.00 at June 30, 1997.
</FN>