SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

INTERVEST BANCSHARES CORPORATION
(Name of Registrant as Specified in its Charter)

NOT APPLICABLE
--------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

[ ] Fee paid previously with preliminary materials

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by Registration
Statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
------------------------------------------------

(2) Form, Schedule or Registration Statement No.:
--------------------------

(3) Filing Party:
----------------------------------------------------------

(4) Date Filed:
------------------------------------------------------------

INTERVEST BANCSHARES CORPORATION
10 Rockefeller Plaza/New York, N.Y. 10020-1903
TEL: (212) 218-2800

Notice of Annual Meeting of Stockholders
To be held on Friday, May 25, 2001

NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Stockholders
(the "Annual Meeting") of Intervest Bancshares Corporation (the "Company") will
be held on Friday, May 25, 2001, at 9:30 a.m., New York time, at the offices of
Intervest National Bank, One Rockefeller Plaza (Suite 300), New York, New York
for the following purposes:

1. To elect directors; and
2. To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.

Pursuant to the Bylaws, the Board of Directors has fixed the close of
business on April 18, 2001 as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting. Only
holders of Class A or Class B Common Stock of record at the close of business on
that date will be entitled to notice of and to vote at the Annual Meeting of any
adjournment thereof.

By Order of the Board of Directors

New York, New York April 20, 2001 Jerome Dansker
Chairman of the Board

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

PROXY STATEMENT
2001 ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 2001

INTERVEST BANCSHARES CORPORATIONS
10 Rockefeller Plaza (Suite 1015)
New York, New York 10020-1903
(212) 218-2800

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors (sometimes referred to herein as the "Board") of Intervest
Bancshares Corporation, a Delaware corporation (the "Company") of proxies for
use at the Annual Meeting of Stockholders (the "Annual Meeting"), to be held on
May 25, 2001, or any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement and
the accompanying proxy are being mailed to stockholders commencing on or about
April 20, 2001. The Annual Report for the year ended December 31, 2000,
including financial statements, is being mailed to stockholders concurrently
with the mailing of this Proxy Statement.

You will find a form of proxy in the envelope in which you received this Proxy
Statement. Please sign and return this proxy in the enclosed postage-paid
envelope. A stockholder giving a proxy may revoke it at any time prior to the
commencement of the Annual Meeting by: filing a written notice of revocation
with the Secretary of the Company prior to the meeting; delivering to the
Secretary of the Company a duly executed proxy bearing a later date; or
attending the Annual Meeting, filing a written notice of revocation with the
Secretary of the meeting and voting in person.

If the enclosed form of proxy is properly signed and returned to the Company in
time to be voted at the Annual Meeting, the shares represented thereby will be
voted in accordance with the instructions marked thereon. Signed proxies with no
instructions thereon with respect to the proposal set forth in the accompanying
Notice of Annual Meeting will be voted FOR the election of the nominees as
director. If any other matters are properly brought before the Annual Meeting,
the persons named in the accompanying proxy will vote the shares represented by
such proxy on such matters as shall be determined by a majority of the Board of
Directors or its Executive Committee.

The voting securities of the Company entitled to vote at the Annual Meeting
consist of shares of Class A and Class B Common Stock. Only stockholders of
record at the close of business on April 18, 2001 are entitled to notice of and
to vote at the Annual Meeting. As of March 31, 2001, there were 3,544,629 shares
of the Company's Class A Common Stock and 355,000 shares of the Company's Class
B Common Stock issued and outstanding. The holders of the outstanding shares of
Class B Common Stock are entitled to vote for the election of two-thirds of the
directors of the Company rounded up to the nearest whole number, or seven
directors. The holders of the outstanding shares of Class A Common Stock of the
Company are entitled to vote for the election of the remaining directors of the
Company, or three directors. The holders of both Class A and Class B Common
Stock as of the record date are entitled to vote on all other matters to come
before the meeting, and each is entitled to one vote for each share held on the
record date.

A majority of the outstanding shares of Common Stock entitled to vote,
represented in person or by proxy, will constitute a quorum for the transaction
of business at the Annual Meeting. Abstentions and broker non-votes will be
counted as present for purposes of determining whether a quorum is present, but
will have no effect on the vote. If a quorum is present, the three nominees for
election by the holders of Class A Common Stock and the seven nominees for
election by the holders of Class B Common Stock who receive the highest number
of votes cast by holders of shares of Class A Common Stock and Class B Common
Stock, respectively, will be elected as directors of the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 31, 2001 by (i) each person
who is known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock of the Company, (ii) each of the Company's directors,
(iii) each executive officer of the Company and (iv) all current directors and
executive officers of the Company as a group.

Class A Common Stock Class B Common Stock
------------------------------------------- ----------------------------------------
Name of
Beneficial Holder Number of Shares Percent of Class (1) Number of Shares Percent of Class(1)
- ----------------- ---------------- -------------------- ---------------- -------------------

Helene D. Bergman 475,750(2) 13.24% 75,000 21.13%

Directors and Executive Officers

Lawrence G. Bergman, Director, 475,750(2) 13.24% 75,000 21.13%
Vice President and Secretary

Michael A. Callen, Director 50,000(3) 1.40% 0 0%

Lowell S. Dansker, Director, 962,000(4) 26.61% 150,000 42.25%
President and Treasurer

Jerome Dansker, Chairman, 1,005,965(5) 24.67% 250,000(5) 45.45%
Director, Executive Vice President

Wayne F. Holly, Director 16,200 0.46% 0 0%

Edward J. Merz, Director 5,200(6) 0.15% 0 0%

Lawton Swan, III, Director 2,500(7) 0.07% 0 0%

Thomas E. Willett, Director 6,000(8) 0.17% 0 0%

David J. Willmott, Director 97,500(9) 2.71% 0 0%

Wesley T. Wood, Director 102,500(10) 2.84% 0 0%

All directors and executive
officers as a group (10 persons) 2,723,615 61.70% 550,000 86.36%

- -----------------------------
<FN>

(1) Percentages have been computed based upon the total outstanding shares
of the Company plus, for each person and the group, shares that person
or the group has the right to acquire pursuant to warrants.
(2) Includes 47,500 shares of Class A common stock issuable upon the
exercise of warrants.
(3) Includes 38,750 shares of Class A common stock issuable upon the
exercise of warrants.
(4) Includes 70,000 shares of Class A common stock issuable upon the
exercise of warrants and 10,500 shares held as
custodian for minor children.
(5) Includes 533,465 shares of Class A common stock issuable upon the
exercise of warrants. Also includes 4,000 shares held by his spouse.
The shares of Class B common stock include 195,000 shares issuable upon
exercise of warrants.
(6) Includes 5,000 shares of Class A common stock issuable upon the
exercise of warrants.
(7) Includes 2,000 shares of Class A Common stock issuable upon the
exercise of warrants.
(8) Includes 3,000 shares of Class A common stock issuable upon the
exercise of warrants.
(9) Includes 57,500 shares of Class A common stock issuable upon the
exercise of warrants.
(10) Includes 65,000 shares of Class A common stock issuable upon the
exercise of warrants.

</FN>

PROPOSAL ONE
ELECTION OF DIRECTORS

At the meeting, it is proposed to elect a board of 10 directors, each to serve
until the next annual meeting or until a successor is elected and qualified. If
no contrary specification is made, the persons named in the proxy card will vote
for the election of the nominees named below. If any of these persons should
decline election or should by reason of unexpected occurrence not be able to
serve, the persons named in the proxy card may exercise discretionary authority
to vote for a substitute or substitutes. All of the nominees are presently
serving as directors of the Company and were elected by the shareholders.

The names of the nominees and certain information about them are set forth
below.

For election by the holders of Class A Common Stock:

Michael A. Callen, age 60, serves as a Director of the Company, and has
served in such capacity since May, 1994. Mr Callen received a Bachelor of Arts
degree from the University of Wisconsin in Economics and Russian. Mr. Callen is
President of Avalon Argus Associates, a financial consulting firm. Mr. Callen
had been Senior Advisor, The National Commercial Bank, Jeddah, Kingdom of Saudi
Arabia for more than five years and prior to 1993 was a Director and Sector
Executive at Citicorp/Citibank, responsible for corporate banking activities in
North America, Europe and Japan. Mr. Callen is also a Director of Intervest
National Bank and Intervest Corporation of New York, and also serves as a
director of AMBAC, Inc.

Wayne F. Holly, age 44, serves as a Director of the Company and has
served in such capacity since June, 1999. Mr. Holly received a Bachelor of Arts
degree in Economics from Alfred University. Mr. Holly is President of Sage,
Rutty & Co., Inc., members of the Boston Stock Exchange, with offices in
Rochester, New York and Canandaigua, New York, and is also a Director of
Intervest National Bank and Intervest Corporation of New York. Mr. Holly has
been an officer and director of Sage, Rutty & Co., Inc. for more than five
years.

Lawton Swan, III, age 58, serves as a Director of the Company and has
served in that capacity since February, 2000. Mr. Swan received a Bachelor of
Science Degree from Florida State University in Business Administration and
Insurance. Mr. Swan is President of Interisk Corporation, a consulting firm
specializing in risk management and employee benefit plans, which he founded in
1978. He is also a Director of Intervest National Bank, Intervest Bank and
Intervest Corporation of New York.

For election by the holders of Class B Common Stock:

Lawrence G. Bergman, age 56, serves as a Director, and as Vice
President and Secretary of the Company and has served in such capacities since
the Company was organized. Mr. Bergman received a Bachelor of Science degree and
a Master of Engineering (Electrical) degree from Cornell University, and a
Master of Science in Engineering and a Ph.D degree from The Johns Hopkins
University. Mr. Bergman is also a director of Intervest National Bank,
Co-Chairman of the Board and a member of the Loan Committee of Intervest Bank,
and a Director, Vice-President and Secretary of Intervest Corporation of New
York. During the past five years Mr. Bergman has been actively involved in the
ownership and operation of real estate and mortgage investments.

Jerome Dansker, age 82, serves as Chairman of the Board of Directors
and Executive Vice President of the Company. He has served as Executive Vice
President since 1994 and as Chairman of the Board since 1996. Mr. Dansker
received a Bachelor of Science degree from the New York University School of
Commerce, Accounts and Finance, a law degree from the New York University School
of Law, and is admitted to practice as an attorney in the State of New York. Mr.
Dansker is also Chairman of the Board of Intervest National Bank, a Director and
Chairman of the Loan Committee of Intervest Bank, and Chairman of the Board of
Directors and Executive Vice President of Intervest Corporation of New York.
During the past five years, Mr. Dansker has been actively involved in the
ownership and operation of real estate and mortgage investments.

Lowell S. Dansker, age 50, serves as a Director, President and
Treasurer of the Company, and has served in such capacities since the Company
was organized. Mr. Dansker received a Bachelor of Science in Business
Administration from Babson College, a law degree from the University of Akron
School of Law, and is admitted to practice as an attorney in New York, Ohio,
Florida and the District of Columbia. Mr. Dansker is also a Director and Chief
Executive Officer of Intervest National Bank, Co- Chairman of the Board of
Directors and a member of the Loan Committee of Intervest Bank and a Director,
President and Treasurer of Intervest Corporation of New York. During the past
five years, Mr. Dansker has been actively involved in the ownership and
operation of real estate and mortgage investments.

Edward J. Merz, age 69, serves as a Director of the Company and has
served in such capacity since February, 1998. Mr. Merz received a Bachelor of
Business Administration from City College of New York and is a graduate of the
Stonier School of Banking at Rutgers University. Mr. Merz is Chairman of the
Board of Directors of the Suffolk County National Bank of Riverhead and of its
parent, Suffolk Bancorp, and has been an officer and director of those companies
for more than five years. He is also a director of Intervest National Bank and
Intervest Corporation of New York and he is a director and treasurer of Cornell
Cooperative Extension Institute.

Thomas E. Willett, age 53, serves as a Director of the Company, and has
served in such capacity since March, 1999. Mr. Willett received a Bachelor of
Science Degree from the United States Air Force Academy and a law degree from
Cornell University School of Law. Mr. Willett has been a partner of Harris Beach
& Wilcox, LLP, a law firm in Rochester, New York, for more than five years and
is a director of Intervest National Bank and Intervest Corporation of New York.

David J. Willmott, age 62, serves as a Director of the Company, and has
served in such capacity since March, 1994. Mr. Willmott is a graduate of Becker
Junior College and attended New York University Extension and Long Island
University Extension of Southampton College. Mr. Willmott is the Editor and
Publisher of Suffolk Life Newspapers, which he founded more than 25 years ago
and is a Director of Intervest National Bank and Intervest Corporation of New
York.

Wesley T. Wood, age 58, serves as a Director of the Company, and has
served in such capacity since March, 1994. Mr. Wood received a Bachelor of
Science degree from New York University, School of Commerce. Mr. Wood is
President of Marketing Capital Corporation, an international marketing
consulting and investment firm which he founded in 1973. He is also a Director
of Intervest National Bank and Intervest Corporation of New York, a Director of
the Center of Direct Marketing at New York University, a member of the Marketing
Committee at Fairfield University in Connecticut, and a Trustee of St. Dominics
R.C. Church in Oyster Bay, New York.

- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" the election
of the foregoing nominees for director.
- --------------------------------------------------------------------------------

Mr. Bergman's wife is the sister of Lowell S. Dansker, and Jerome Dansker is the
father of Lowell S. Dansker and Mrs. Bergman. Otherwise, there are no family
relationships between any director, executive officer or any person nominated or
chosen by the Board of Directors to become a director or executive officer.

Meetings of the Board of Directors and Committees.

The Board of Directors held six meetings in 2000. During the period
that each director served as such, all of the directors (except Wesley T. Wood)
attended at least 75% of the total meetings held by the Board of Directors and
by the Committees on which they served during 2000.

Committees of the Board of Directors.

Currently, the Board of Directors has the following standing committees:

Executive Committee. Members of the Executive Committee are Lawrence
G. Bergman, Jerome Dansker and Lowell S. Dansker. The Executive Committee
exercises all of the power of the Board between meetings of the Board. The
Executive Committee held six meetings in 2000.

Audit Committee. Members of the Audit Committee are Edward J. Merz,
Chairman and Lawton Swan, III, Thomas E. Willett, and David J. Willmott. The
functions of the Audit Committee and its activities during the most recent
fiscal year are described below under the heading Report of the Audit Committee.
The Audit Committee held two meetings in 2000.

Report of the Audit Committee.

The following report of the Audit Committee does not constitute
soliciting material and should not be deemed filed or incorporated by reference
into any other company filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Company specifically incorporates
this report by reference therein.

During 2000, the Audit Committee of the Board of Directors developed an
updated charter for the Committee, which was approved by the full board of
directors on October 12, 2000. The complete text of the new charter, which
reflects standards set forth in new SEC regulations and Nasdaq Stock Market
rules, is reproduced in the appendix to this proxy statement.

As set forth in more detail in the charter, the Audit Committee's
primary responsibilities fall into three broad categories:

o first, the Committee is charged with monitoring the
preparation of quarterly and annual financial statements by
the Company's management, including discussions with
management and the Company's outside auditors;

o second, the Committee is responsible for matters concerning
the relationship between the Company and its outside auditors,
including: recommending their appointment or removal;
reviewing the scope of their audit services and related fees,
as well as any other services that may be provided to the
Company; and determining whether the outside auditors are
independent; and

o third, the Committee oversees implementation of effective
systems of internal controls, including review of policies
relating to legal and regulatory compliance, ethics and
conflicts of interest; and review of the activities and
recommendations of the Company's internal auditors.

In overseeing the preparation of the Company's financial statements,
the Committee discussed with both management and the Company's outside auditors
all financial statements prior to their issuance and discussed significant
accounting issues. Management advised the Committee that all financial
statements were prepared in accordance with generally accepted accounting
principles, and the Committee discussed the statements with management, as well
as

the outside auditors of the Company and its subsidiaries. The Committee's review
included discussions with the outside auditors of matters required to be
discussed pursuant to Statement on Auditing Standards No. 61.

On the basis of these reviews and discussions, the Committee
recommended to the Board of Directors that the board approve the inclusion of
the Company's audited financial statements in the Company's Annual Report on
Form 10-K for the year ended December 31, 2000, for filing with the Securities
and Exchange Commission.

Members of the Audit Committee: Edward J. Merz, Lawton Swan, III, Thomas E.
Willett, David J. Willmott.

Compensation of Directors.

Directors of the Company receive a fee of $500 per Board meeting attended. The
Chairman of the Executive Committee receives $100 per meeting attended and the
other members of the Executive Committee receive $25 per meeting attended.

EXECUTIVE COMPENSATION

The Board of Directors does not have a compensation committee and the
compensation of the executive officers of the Company and its subsidiaries is
approved by the full Board of Directors.

The Company's executive compensation programs are principally designed
to give executives strong incentives to focus on and achieve the Company's
business objectives. Key elements of its compensation programs are competitive
base salaries and annual performance-based bonuses, which seek to recognize
individual performance each year. The Company has, from time to time, granted
stock options, which provide long term financial rewards to executives only if
stockholders also gain long term stock price appreciation over the period of
exercisability.

The board reviews compensation of executive officers annually in the
context of total compensation packages awarded to executives with similar
responsibilities at similar companies in the financial sector.

The bonuses paid to the chief executive officers of the Company's bank
subsidiaries were approved based on the recommendations of the executive
officers of the Company and were intended to recognize significant
accomplishments of the subsidiaries with respect to financial performance.

Executive Compensation Summary Table.

The following table sets forth information concerning total compensation paid
during the last three years to the Company's Chairman and to the executive
officers of the Company or its subsidiaries who had annual compensation in
excess of $100,000.

SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation Long-Term Compensation
------------------- ----------------------
Name and Principal Other Annual
Position Year Salary Bonuses Compensation Awards Pay-Outs
- ------------------ ---- ------ ------- ------------ ------ --------

Jerome Dansker 2000 $191,585(1) ---- ---- 50,000(2) ----
Chairman, Executive
Vice President
1999 $193,409(1) $9,305 ---- ---- ----

1998 $155,839(1) $100,000 ---- 70,000(3) ----

Keith A. Olsen, 2000 $130,323(4) $20,000 ---- ---- ----
President -
Intervest Bank 1999 $130,867(4) $17,500 ---- ---- ----

1998 $130,211(4) $10,000 ---- 5,000(5) ----

- ------------------------------
<FN>

(1) Includes director fees paid by the Company and its subsidiaries.
(2) This represents an award of 50,000 shares of Class B restricted common
stock, valued at $159,000.
(3) These represent warrants to purchase 50,000 shares of Class B common
stock at $10.00 per share, and 20,000 warrants to purchase Class A
common stock at a current exercise price of $16.00 per share.
(4) Includes matching Company contributions under the 401(k) plan.
(5) These represent warrants to purchase 5,000 shares of Class A common
stock at a current exercise price of $16.00 per share.
</FN>

Employment Agreements.

Intervest Corporation of New York has an employment agreement with Jerome
Dansker that expires June 30, 2005. The agreement provides for an annual salary
in the present amount of $167,279, which is subject to increase annually by six
percent or by the percentage increase in the consumer price index, if higher.
The agreement also provides for monthly expense account payments, the use of a
car and medical benefits. In the event of Mr. Dansker's death or disability,
monthly payments of one-half of the amount which would otherwise have been paid
to Mr. Dansker will continue until the longer of (i) the balance of the term of
employment, or (ii) three years. In 1998, the agreement was modified to provide
for additional compensation of $1,000 per month for each $10.0 million of gross
assets of the Company in excess of $100 million.

Intervest Bank has an employment agreement with Mr. Keith A. Olsen that expires
December 31, 2002. The agreement provides for a base annual salary of not less
than $125,000 and also provides for the payment of up to two years' severance in
certain instances upon termination of employment.

Comparison of Cumulative Total Returns.

The chart below compares the cumulative total shareholder return on the
Company's Class A Common Stock against the cumulative total return of the Nasdaq
Stock Market (U.S. companies) Index and an index for banks with total assets of
less than $500 million. The graph was prepared by SNL Securities L.C. The stock
performance graph assumes that $100 was invested on November 25, 1997, the date
on which the Company's Class A Common Stock commenced trading. The points marked
on the horizontal axis correspond to June 30 and December 31 of each year. Each
of the referenced indices is calculated in the same manner.

[GRAPHIC OMITTED]

Period Ending
-------------

Index 11/25/97 12/31/97 06/30/98 12/31/98 06/30/99 12/31/99 6/30/00 12/31/00
- ----- -------- -------- -------- -------- -------- -------- ------- --------

Intervest Bancshares Corporation 100.00 111.36 103.41 79.55 80.68 56.82 68.18 34.09
NASDAQ - Total US* 100.00 99.07 119.14 139.69 171.38 259.59 253.34 156.07
SNL <$500M Bank Index 100.00 109.15 116.85 99.66 98.40 92.25 84.68 89.00

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company's subsidiary banks had, and expect to have in the future,
various loan and other banking transactions in the ordinary course of business
with directors and executive officers of the Company and its subsidiaries (or
associates of such persons). In the opinion of management, all such
transactions: (i) have been or will be made in the ordinary course of business,
(ii) have been and will be made on substantially the same terms, including
interest rates and collateral on loans, as those generally prevailing at the
time for comparable transactions with unrelated persons, and (iii) have not and
will not involve more than the normal risk of collectability or present other
unfavorable features. The total dollar amount of extensions of credit, including
unused lines of credit, to directors and executive officers and any of their
associates was $3.3 million as of December 31, 2000, which represented
approximately 9.1% of total stockholders' equity of the Company.

The Company, as well as directors of the Company and entities affiliated
with certain directors of the Company, have in the past and may in the future
participate in mortgage loans originated by the Company's subsidiary banks. Such

participations are on substantially the same terms as would apply for comparable
transactions with other persons and the interest of the participants in the
collateral securing those loans is pari passu with the originating bank.

Intervest Bank leases office space from a corporation in which Robert
J. Carroll, Esq., a director of Intervest Bank, is an officer and in which he
has an ownership interest. Thomas E. Willett, Esq., a director of the
Corporation, is a partner in the law firm of Harris Beach & Wilcox, LLP, which
firm provided legal services to the Company and its subsidiaries during 2000.
Mr. Wayne F. Holly, who is a director of the Company, also serves as President
of Sage, Rutty & Co., Inc., which firm has acted as underwriter or placement
agent in connection with securities offerings of the Company and one of its
subsidiaries.

During 2000, the Company acquired Intervest Corporation of New York. The
shareholders of Intervest Corporation of New York included officers and
directors of the Company. The merger was approved by the boards of directors of
both companies, the shareholders of both companies and the Federal Reserve Bank
of Atlanta. In the merger, the Shareholders of Intervest Corporation of New York
received an aggregate of 1,250,000 shares of Class A Common Stock of the Company
in exchange for all of the shares of stock of Intervest Corporation of New York.
Those shares are included in the shares disclosed in the table on page 2. The
merger became effective in March 2000.

Except for the transactions described above and outside of normal
customer relationships, none of the directors, officers or present shareholders
of the Company and no corporations or firms with such persons or entities are
associated, currently maintains or has maintained since the beginning of the
last fiscal year, any significant business or personal relationship with the
Company or with its subsidiary banks other than such as arises by virtue of such
position or ownership interest in the Company.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who beneficially own more
than 10% of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC"). Such persons are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms filed by such persons.

Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the Company
believes that all filing requirements applicable to the Company's executive
officers, directors and more than 10% stockholders were satisfied.

STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING

Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Company (i) must be received by the Company at
its offices at 10 Rockefeller Plaza (Suite 1015), New York, New York 10020 no
later than December 24, 2001 and (ii) must satisfy the conditions established by
the Securities and Exchange Commission for stockholder proposals to be included
in the Company's Proxy Statement for that meeting. The persons named in the
proxies distributed by the Company may use their discretion in voting proxies
with respect to shareholder proposals not included in the proxy statement for
the 2001 annual meeting, unless the Company received notice of such proposals
prior to March 6, 2001.

OTHER MATTERS

The cost of solicitation of proxies by the Company will be borne by the
Company. In addition to the solicitation of proxies by mail, the Company,
through its directors, officers and regular employees, may also solicit proxies
personally or by telephone, telegraph or fax. The Company will request persons,

firms and corporations holding shares of Common Stock in their names or in the
names of their nominees, which are beneficially owned by others, to send proxy
material to and obtain proxies from such beneficial owners and will reimburse
such holders for their reasonable expenses in doing so.

As of this date, the Board of Directors does not know of any business to
be brought before the meeting other than as specified above. However, if any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote in such manner as may be determined
by a majority of the Board of Directors or its Executive Committee.

Copies of the 2000 Annual Report of the Company are included in this
mailing to stockholders and additional copies may be obtained from the Secretary
of the Company, 10 Rockefeller Plaza (Suite 1015), New York, New York 10020.

By Order of the Board of Directors
Lawrence G. Bergman
Secretary

Dated: April 20, 2001

A copy of the Annual Report of the Company on Form 10-K for its most
recent fiscal year, as filed with the Securities and Exchange Commission, will
be furnished upon request and without charge to beneficial holders of the Class
A Common Stock of the Company. Written requests should be directed to: Intervest
Bancshares Corporation, Attention: Secretary, 10 Rockefeller Plaza (Suite 1015),
New York, New York 10020. Telephone inquiries should be directed to (212)
218-2800.

APPENDIX A

INTERVEST BANCSHARES CORPORATION
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER

I. PURPOSE

The Audit Committee is appointed by the Board of Directors to provide
assistance to the corporate directors in fulfilling their responsibility to the
shareholders, potential shareholders, and investment community relating to
corporate accounting, reporting practices of the Corporation, and the quality
and integrity of the financial reports of the Corporation. The Audit Committee's
primary duties and responsibilities are to:

o Monitor the reliability and integrity of the accounting
policies and financial reporting and disclosure practices of
the Corporation.

o Oversee that management has established and maintained
processes to assure that an adequate system of internal
control is functioning within the Corporation.

o Oversee that management has established and maintained
processes to assure compliance by the Corporation with all
applicable laws, regulations and corporate policy.

o Provide an avenue of communication among the independent
auditors, management, and the Board of Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to the
independent auditors and anyone in the Corporation. The Audit Committee has
authority to retain, at the Corporation's expense, special legal, accounting or
other consultants or experts as it deems necessary in the performance of its
duties.

The Audit Committee will fulfill these responsibilities primarily by
carrying out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment as a member of the Audit
Committee. Audit Committee members shall meet the requirements of the NASDAQ
Corporate Governance Rules. Among other things, all members of the Audit
Committee shall have a working familiarity with basic finance and accounting
practices, and at least one member of the Audit Committee shall have accounting

or related financial management expertise. Audit Committee members may enhance
their familiarity with finance and accounting by participating in educational
programs conducted by the Corporation or outside consultants.

The members of the Audit Committee shall be elected by the Board at the
annual organizational meeting of the Board or until their successors shall be
duly elected and qualified. Unless a Chairperson is elected by the full Board,
the members of the Audit Committee may designate a Chairperson by majority vote
of the full Audit Committee membership.

III. MEETINGS

The Audit Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Audit Committee should meet privately in executive session at
least annually with management and the independent auditors separately to
discuss any matters that the Audit Committee or each of these groups believes
should be discussed privately. In addition, the Audit Committee or at least its
Chairperson should meet with the independent auditors and management quarterly
to review the Corporation's financial statements consistent with Section IV.3
below.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review
- ------------------------

1. Review and reassess, at least annually, the adequacy of this Charter.
Make recommendations to the Board, as conditions dictate, to update
this Charter and see that the charter is published at least every 3
years in accordance with SEC Regulations.

2. Review with management and the independent accountants the Corporation's
annual financial statements, including a discussion with the independent
accountants of the matters required to be discussed by Statement of
Auditing Standards No. 61, as amended ("SAS No. 61").

3. Review with management and the independent accountants the Report on
Form 10-Q prior to its filing or prior to the release of earnings,
including a discussion with the independent accountants of the matters
to be discussed by SAS No. 61. The Chairperson of the Audit Committee
may represent the entire Audit Committee for purposes of this review.

Independent Accountants
- -----------------------

4. Review the performance of the independent accountants and make
recommendations to the Board regarding the appointment or termination
of the independent accountants. The Audit Committee and the Board have
the ultimate authority and responsibility to select, evaluate and,
where appropriate, replace the outside auditors. The independent
accountants are ultimately accountable to the Audit Committee and the
entire Board for such accountants' audit of the financial statements
and of the Corporation. On an annual basis, the Audit Committee should
review and discuss with the accountants all significant relationships
the accountants have with the Corporation to determine the accountants'
independence. The Audit Committee will approve the fees and other
significant compensation paid to the independent auditors.

5. Oversee independence of the accountants by:

o receiving from the accountants, on a periodic basis, a formal
written statement delineating all relationships between the
accountants and the Corporation consistent with Independence
Standards Board Statement No. 1 ("ISB No. 1");

o reviewing, and actively discussing with the Board, if
necessary, and the accountants, on a periodic basis, any
disclosed relationships or services between the accountants
and the Corporation or any other disclosed relationships or
services that may impact the objectivity and independence of
the accountants; and

o recommending, if necessary, that the Board take certain
actions to satisfy itself of the auditor's independence.

6. Based on the review and discussions referred to in Section IV.2 and
IV.5, the Audit Committee shall determine whether to recommend to the
Board that the Corporation's audited financial statements be included
in the Corporation's Annual Report on Form 10-K for the last fiscal
year for filing with the Securities and Exchange Commission.

Financial Reporting Process
- ---------------------------

7. In conjunction with the independent accountants, review the integrity
of the Corporation's financial reporting processes, both internal and
external.

8. Consider and approve, if appropriate, major changes to the
Corporation's accounting principles and practices as proposed by
management. Discuss with the independent accountants any significant
changes in auditing standards or their audit scope.

9. Review significant judgments made in management's preparation of the
financial statements and any significant difficulties encountered
during the course of the review or audit, including any restrictions

on the scope of the work or access to required information.

10. Review any significant disagreement among management and the
independent accountants in connection with the preparation of the
financial statements.

Legal Compliance/General

11. Review with the Corporation's counsel, any legal matter that could have
a significant impact on the Corporation's financial statements.

12. Report through its Chairperson to the Board following meetings of the
Audit Committee.

13. Maintain minutes or other records of meetings and activities of the
Audit Committee.

14. Annually prepare a report to shareholders as required by SEC rules.
The report should be included in the Company's annual proxy statement.

15. Develop, for approval by the Board of Directors, a Code of Ethics for
the Company and, upon adoption of such Code of Ethics, exercise
oversight for the implementation of and compliance with such Code of
Ethics.

PROXY INTERVEST BANCSHARES CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Shareholders On May 25, 2001

The undersigned, revoking any proxy heretofore given, hereby
constitutes and appoints Lawrence G. Bergman, Jerome Dansker and Lowell S.
Dansker, or any of them, proxies of the undersigned, each with full power of
substitution, to vote all shares of Class A Common Stock of INTERVEST BANCSHARES
CORPORATION (the "Company") which the undersigned is entitled to vote at the
Annual Meeting of Shareholders to be held Friday, May 25, 2001 at 9:30 A.M.
local time (the "Annual Meeting"), and at any adjournment or postponement
thereof, as hereinafter specified with respect to the following proposals, more
fully described in the Notice of and Proxy Statement for the Annual Meeting,
receipt of which is hereby acknowledged. The Board of Directors recommends a
vote FOR all of the director nominees.

DIRECTOR NOMINEES:

Michael A. Callen, Wayne F.Holly, Lawton Swan, III

WITHHELD
1. Election of FOR all nominees for all
Directors listed above Nominees

[ ] [ ]

To withhold authority to vote for any
individual nominee, print the name(s)
on the lines below.

-------------------------------------

2. In their discretion, upon any other business which may properly come
before the Annual Meeting or any adjournment or postponement thereof.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH
HEREIN UNLESS A CONTRARY CHOICE IS SPECIFIED. SAID PROXIES WILL USE THEIR
DISCRETION WITH RESPECT TO ANY OTHER MATTERS WHICH PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.

Signature Date
-------------------------- ----------------

Note: (Please sign exactly as name appears hereon. For joint accounts, each
joint owner should sign. Executors, administrators, trustees, etc. should so
indicate when signing).
COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.