UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
InterCounty Bancshares, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45865 E 10
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(CUSIP Number)
* 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).
<PAGE>
CUSIP No. 45865 E 10 8 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lynn A. 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
85,449
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
85,449
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,449
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
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:
Lynn A. Williams
Item 2(b). Address of Principal Business Office or, if none, Residence:
4105 Stuart Avenue
Richmond, Virginia 23221
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
(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 section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with section
240.13d-1(b)(1)(ii)(G)
(h) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
-3-
<PAGE>
Item 4. Ownership:
(a) Amount Beneficially Owned:
85,449
(b) Percent of Class:
5.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 85,449
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
85,449
(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
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.
-4-
<PAGE>
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.
February 6, 1998 /s/ Lynn A. Williams
- -------------------------- --------------------
Date Lynn A. Williams
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