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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
The National Bank and Trust Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _____
(b) _____
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized Under the Laws of the United States
5 SOLE VOTING POWER
95,087
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH
REPORTING PERSON
WITH
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,087
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON*
BK
-2-
<PAGE>
CUSIP No. 45865 E 10 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
InterCounty Bancshares, Inc., Employee Stock Ownership Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _____
(b) __X__
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH
REPORTING PERSON 7 SOLE DISPOSITIVE POWER
WITH
354,852
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,852
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.0%
12 TYPE OF REPORTING PERSON*
EP
-3-
<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 Persons Filing:
The National Bank and Trust Company
InterCounty Bancshares, Inc., Employee Stock Ownership Plan
ITEM 2(B). Address of Principal Business Office or, if none,
Residence:
The National Bank and Trust Company
48 N. South Street
Wilmington, Ohio 45177
ITEM 2(C). Citizenship:
The National Bank and Trust Company: Organized under the laws
of the United States
InterCounty Bancshares, Inc., Employee Stock Ownership Plan:
Organized in Ohio
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) [X] Bank as defined in section 3(a)(19) of the Act
-4-
<PAGE>
(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
(f) [X] 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:
At December 31, 1996, there were 354,852 common shares of
InterCounty Bancshares, Inc., owned by the InterCounty
Bancshares, Inc., Employee Stock Ownership Plan (the "Plan"). The
National Bank and Trust Company is the trustee of the Plan. Under
the terms of the Plan and the Trust Agreement, the trustee votes
all of the shares allocated to the accounts of participants as
directed by the participants to whose accounts such shares have
been allocated. With respect to unallocated shares and allocated
shares with respect to which no instructions have been received,
the trustee shall vote such shares in the trustee's discretion.
As of December 31, 1996, 259,765 shares were allocated to Plan
participants.
The trustees have no power to dispose of the shares except as
specifically directed by the Plan in order to pay participants or
to diversify accounts at participant direction or if no funds are
otherwise provided to pay expenses of the Plan.
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
-5-
<PAGE>
ITEM 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Inapplicable
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.
THE NATIONAL BANK AND TRUST COMPANY
By /s/ Charles L. Dehner
____________________________ _________________________________________
Date Charles L. Dehner
its Executive Vice-President
INTERCOUNTY BANCSHARES, INC.,
EMPLOYEE STOCK OWNERSHIP PLAN
By The National Bank and Trust Company,
Trustee
____________________________
Date By /s/ Charles L. Dehner
_________________________________________
Charles L. Dehner
its Executive Vice-President
-6-
<PAGE>
EXHIBIT A
AGREEMENT FOR JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G being filed with the
Securities and Exchange Commission to report their beneficial ownership of more
than 5% of the common shares of InterCounty Bancshares, Inc., an Ohio
corporation, shall be, and is, filed on behalf of each of the undersigned.
THE NATIONAL BANK AND TRUST COMPANY
January 27, 1997 By /s/ Charles L. Dehner
____________________________ _________________________________________
Date Charles L. Dehner
Executive Vice-President
INTERCOUNTY BANCSHARES, INC.,
EMPLOYEE STOCK OWNERSHIP PLAN
By The National Bank and Trust
Company, Trustee
January 27, 1997
____________________________
Date By /s/ Charles L. Dehner
_________________________________________
Charles L. Dehner
Executive Vice-President
