Exhibit 11
InterCounty Bancshares, Inc.
Computation of Consolidated Earnings Per Common Share
For the Three and Nine Months Ended September 30, 1998 and 1997
(in thousands, except shares and per share data)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1998 1997 1998 1997
Net income $ 1,311 $ 1,364 $ 3,846 $ 3,712
========= ========= ========= =========
Weighted average common
shares issued 1,550,776 1,545,983 1,550,991 1,544,808
Less-Unreleased common
shares held by ESOP 9,682 11,861 10,216 12,424
--------- --------- --------- ---------
Weighted average number
of shares outstanding
used in the calculation
of basic earnings per
common share 1,541,094 1,534,122 1,540,775 1,532,384
Add - Dilutive effect of
stock options (1) 41,981 47,404 41,024 49,576
--------- --------- --------- ---------
Adjusted weighted average
number of shares outstanding
used in the calculation of
diluted earnings per common
share 1,583,075 1,581,526 1,581,799 1,581,960
========= ========= ========= =========
Basic earnings per common
share $.86 $.89 $2.50 $2.42
Diluted earnings per common
share .83 .86 2.43 2.35
<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 $49.00 at September 30, 1998, and
$35.00 at September 30, 1997.
</FN>