--------------------------
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response...14.90
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
INTERCOUNTY BANCSHARES, INC.
_______________________________________________
(Name of Issuer)
COMMON STOCK
_______________________________________________
(Title of Class of Securities)
45865 E 10 8
_______________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement _____. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
-1-
<PAGE>
CUSIP No. 45865 E 10 8 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B. Anthony Williams
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _____
(b) _____
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
244,098
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH
REPORTING PERSON 7 SOLE DISPOSITIVE POWER
WITH
244,098
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,098
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.9%
12 TYPE OF REPORTING PERSON*
IN
-2-
<PAGE>
ITEM 1(A). Name of Issuer:
InterCounty Bancshares, Inc.
ITEM 1(B). Address of Issuer's Principal Executive Offices:
48 N. South Street
Wilmington, Ohio 45177
ITEM 2(A). Name of Person Filing:
B. Anthony Williams
ITEM 2(B). Address of Principal Business Office or, if none,
Residence:
48 N. South Street
Wilmington, Ohio 45177
ITEM 2(C). Citizenship:
United States
ITEM 2(D). Title and Class of Securities:
Common Stock
ITEM 2(E). CUSIP Number
45865 E 10 8
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act
(b) [ ] Bank as defined in section 3(a)(19) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [ ] Investment Advisor registered under section 203 of
the Investment Advisers Act of 1940
-3-
<PAGE>
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
ss. 240.13d-1(b)(1)(ii)(G)
(h) [ ] Group, in accordance with
ss. 240.13d-1(b)(1)(ii)(H)
ITEM 4. Ownership:
(a) Amount Beneficially Owned:
244,098
(b) Percent of Class:
15.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 244,098
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition
of: 244,098
(iv) shared power to dispose or to direct the
disposition of: -0-
ITEM 5. Ownership of Five Percent or Less of a Class:
Inapplicable
ITEM 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Inapplicable
ITEM 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Inapplicable
-4-
<PAGE>
ITEM 8. Identification and Classification of Members of the Group:
Inapplicable
ITEM 9. Notice of Dissolution of Group:
Inapplicable
ITEM 10. Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Signature:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
January 27, 1997 B. Anthony Williams
________________________________ __________________________________________
Date B. Anthony Williams
