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

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

 X   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act 
---- of 1934


For the quarterly period ended June 30, 1997

---- Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from _______ to __________

Commission file number 33-82246
                       --------

                        INTERVEST BANCSHARES CORPORATION
        (Exact Name of Small Business Issuer as Specified in Its Charter)

        Delaware                                           13-3699013
----------------------------                            ----------------
(State or Other Jurisdiction                            (I.R.S. Employer
of Incorporation or Organization)                      Identification No.)

                        10 Rockefeller Plaza, Suite 1015
                          New York, New York 10020-1903
                    (Address of Principal Executive Offices)

                                  (212)757-7300
                (Issuer's Telephone Number, Including Area Code)


         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

   Check  whether  the  issuer:  (1) filed all  reports  required to be filed by
Section  12, 13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days:

YES  X    NO
    ---       --- 

   State the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date;

<TABLE>
<CAPTION>

<S>                                                                                     <C>    
Class A Common stock, par value $1.00 per share                                         900,000
-----------------------------------------------                           ---------------------
                         (class)                                                 Outstanding at July 31, 1997


Class B Common stock, par value $1.00 per share                                         200,000
-----------------------------------------------                           ---------------------
                         (class)                                                 Outstanding at July 31, 1997

</TABLE>




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


                                                                  CONFORMED COPY


<PAGE>



                 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

                                      INDEX


Part I. Financial Information

   Item 1. Financial Statements                                             Page

     Condensed Consolidated Balance Sheets -
       June 30, 1997 (unaudited) and December 31, 1996.........................2

     Condensed Consolidated Statements of Earnings -
       Three and Six Months ended June 30, 1997 and 1996 (unaudited)...........3

     Condensed Consolidated Statement of Stockholders' Equity -
       Six Months ended June 30, 1997 (unaudited)..............................4

     Condensed Consolidated Statements of Cash Flows -
       Six Months ended June 30, 1997 and 1996 (unaudited).....................5

     Notes to Condensed Consolidated Financial Statements (unaudited)........6-7

   Item 2. Management's Discussion and Analysis or Plan of Operation........8-10

Part II. Other Information

   Item 4. Submission of Matters to a Vote of Security Holders................11

   Item 6. Exhibits and Reports on Form 8-K...................................11

SIGNATURES....................................................................11



                                        1

<PAGE>

<TABLE>
<CAPTION>


                 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements

                      Condensed Consolidated Balance Sheets
                                 (In thousands)
                                                               June 30, December 31,
    Assets                                                      1997        1996
                                                              --------    --------
                                                             (unaudited)

<S>                                                           <C>          <C>    
Cash and due from banks                                       $  1,863       2,868
Federal funds sold                                               1,973       3,452
                                                              --------    --------

            Total cash and cash equivalents                      3,836       6,320
                                                              --------    --------

Interest-bearing deposits with banks                                99          99
Securities held to maturity                                     38,296      34,507
Loans receivable, net                                           69,540      59,499
Accrued interest receivable                                        997         842
Premises and equipment, net                                      3,967       2,940
Restricted securities, Federal Reserve Bank stock, at cost         203         203
Foreclosed real estate                                            --           185
Deferred income tax asset                                          495         526
Other assets                                                       104          75
                                                              --------    --------

            Total                                             $117,537     105,196
                                                              ========    ========

    Liabilities and Stockholders' Equity

Deposits:
    Demand deposits                                              2,204       2,401
    Savings deposits                                             9,177       4,742
    NOW deposits                                                 3,441       4,536
    Money-market deposits                                       14,381       7,507
    Time deposits                                               75,659      74,261
                                                              --------    --------

            Total deposits                                     104,862      93,447

Other liabilities                                                2,249       1,676
                                                              --------    --------

            Total liabilities                                  107,111      95,123
                                                              --------    --------

Minority interest                                                  332         326
                                                              --------    --------

Stockholders' Equity:
    Class A common stock                                           900         900
    Class B common stock                                           200         200
    Additional paid-in capital                                   7,655       7,655
    Retained earnings                                            1,339         992
                                                              --------    --------

            Total stockholders' equity                          10,094       9,747
                                                              --------    --------

            Total                                             $117,537     105,196
                                                              ========    ========

</TABLE>










See Accompanying Notes to Condensed Consolidated Financial Statements.

                                        2

<PAGE>

<TABLE>
<CAPTION>


                 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

                  Condensed Consolidated Statements of Earnings
                (Dollars in thousands, except per share figures)

                                                        Three Months Ended           Six Months Ended
                                                             June 30,                    June 30,
                                                  ---------------------------   -----------------------
                                                        1997         1996          1997           1996
                                                        ----         ----          ----           ----
                                                           (unaudited)                  (unaudited)
<S>                                                <C>            <C>           <C>           <C>
Interest income:
    Loans                                          $    1,569         1,112         3,003         2,087
    Securities held to maturity                           636           339         1,234           675
    Other interest earning assets                          14            29            67            95
                                                   ----------    ----------    ----------    ----------

            Total interest income                       2,219         1,480         4,304         2,857
                                                   ----------    ----------    ----------    ----------

Interest expense-
    Deposits                                            1,379           840         2,688         1,628
                                                   ----------    ----------    ----------    ----------

            Net interest income                           840           640         1,616         1,229

Provision for loan losses                                  92            55           184           128
                                                   ----------    ----------    ----------    ----------

            Net interest income after provision
                for loan losses                           748           585         1,432         1,101
                                                   ----------    ----------    ----------    ----------

Noninterest income:
    Customer service charges                               29            40            56            61
    Other                                                   8             8            12            17
                                                   ----------    ----------    ----------    ----------

            Total noninterest income                       37            48            68            78
                                                   ----------    ----------    ----------    ----------

Noninterest expenses:
    Salaries and employee benefits                        222           180           438           351
    Occupancy and equipment                               101            90           191           179
    Advertising and promotion                              31             1            42             3
    Professional fees                                      50            45            64            58
    Deposit insurance premiums                              3          --               5             1
    Other                                                  72            88           200           173
                                                   ----------    ----------    ----------    ----------

            Total noninterest expense                     479           404           940           765
                                                   ----------    ----------    ----------    ----------

Earnings before income taxes                              306           229           560           414

Income taxes                                              119            97           213           172
                                                   ----------    ----------    ----------    ----------

            Net earnings                           $      187           132           347           242
                                                   ==========    ==========    ==========    ==========

Earnings per share                                 $      .17           .12           .32           .22
                                                   ==========    ==========    ==========    ==========

Weighted-average number of shares
    outstanding                                     1,100,000     1,100,000     1,100,000     1,100,000
                                                    =========     =========     =========     =========

</TABLE>





See Accompanying Notes to Condensed Consolidated Financial Statements.

                                        3

<PAGE>


<TABLE>
<CAPTION>

                 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

            Condensed Consolidated Statement of Stockholders' Equity

                  For the Six-Month Period Ended June 30, 1997
                                 (In thousands)



                                           Class A     Class B  Additional           Total
                                            Common     Common    Paid-In  Retained Stockholders'
                                            Stock       Stock    Capital  Earnings   Equity
                                            -----       -----    -------  --------   ------

<S>                                         <C>          <C>     <C>         <C>     <C>  
Balance at December 31, 1996                $  900       200     7,655       992     9,747

Net earnings for the six months
         ended June 30, 1997 (unaudited)      --        --        --         347       347
                                            ------    ------    ------    ------    ------

Balance at June 30, 1997 (unaudited)        $  900       200     7,655     1,339    10,094
                                            ======    ======    ======    ======    ======
</TABLE>








See Accompanying Notes to Condensed Consolidated Financial Statements

                                        4

<PAGE>

<TABLE>
<CAPTION>


                 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)


                                                                                        Six Months Ended
                                                                                            June 30,
                                                                                        ----------------
                                                                                      1997            1996
                                                                                      ----            ----
                                                                                           (unaudited)
Cash flows from operating activities:
<S>                                                                                 <C>               <C>
      Net earnings                                                                  $    347          242
      Adjustments to reconcile net earnings to net cash provided by
        operating activities:
          Depreciation                                                                   108          121
          Provision for deferred income taxes                                             31          166
          (Increase) decrease in other assets                                            (29)           1
          Increase in other liabilities                                                  579          766
          Increase in accrued interest receivable                                       (155)         (17)
          Net amortization of fees, premiums and discounts                                12          107
          Write-down on foreclosed real estate                                             8         --
          Net gain on sale of foreclosed real estate                                      (7)        --
          Provision for loan losses                                                      184          128
                                                                                    --------     --------

               Net cash provided by operating activities                               1,078        1,514
                                                                                    --------     --------

Cash flows from investing activities:
      Proceeds from sale of foreclosed real estate                                       184         --
      Purchase of securities held to maturity                                        (15,128)      (9,937)
      Maturity of interest-bearing deposits                                             --            199
      Net purchase of premises and equipment                                          (1,135)        (107)
      Net increase in loans                                                          (10,256)     (13,426)
      Maturities of securities held to maturity                                       11,358        8,000
                                                                                    --------     --------

               Net cash used in investing activities                                 (14,977)     (15,271)
                                                                                    --------     --------

Cash flows from financing activities:
      Net increase in demand, savings, NOW and money-market deposits                  10,017          350
      Net increase in time deposits                                                    1,398        9,328
                                                                                    --------     --------

             Net cash provided by financing activities                                11,415        9,678
                                                                                    --------     --------

Net decrease in cash and cash equivalents                                             (2,484)      (4,079)

Cash and cash equivalents at beginning of period                                       6,320        8,551
                                                                                    --------     --------

Cash and cash equivalents at end of period                                          $  3,836        4,472
                                                                                    ========     ========

Supplemental  disclosure of cash flow  information:  Cash paid during the period
      for:
          Interest                                                                  $  2,684        1,627
                                                                                    ========     ========

          Income taxes                                                              $    397           23
                                                                                    ========     ========
</TABLE>



See Accompanying Notes to Condensed Consolidated Financial Statements.

                                        5

<PAGE>



                 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

        Notes to Condensed Consolidated Financial Statements (unaudited)


1.    General.  In  the  opinion  of  the  management  of  Intervest  Bancshares
      Corporation   (the  "Holding   Company"),   the   accompanying   condensed
      consolidated  financial  statements  contain all  adjustments  (consisting
      principally of normal recurring  accruals) necessary to present fairly the
      financial  position at June 30, 1997,  the results of  operations  for the
      three- and  six-month  periods ended June 30, 1997 and 1996 and cash flows
      for the  six-month  periods  ended June 30, 1997 and 1996.  The results of
      operations  for the  three  and six  months  ended  June 30,  1997 are not
      necessarily indicative of the results to be expected for the full year.

      The Holding Company's condensed  consolidated financial statements include
      the accounts of its majority-owned subsidiary, Intervest Bank (the "Bank")
      (collectively  the  "Company").  The Holding  Company's  primary  business
      activity is the  ownership  of the Bank.  All  intercompany  accounts  and
      transactions have been eliminated in consolidation.

2.    Loan  Impairment  and Loan  Losses.  No  loans  were  identified  as being
      impaired during the six-month  period ended June 30, 1997. The activity in
      the allowance for loan losses is as follows (in thousands):

                                 For the Three    For the Six
                                  Months Ended   Months Ended
                                     June 30,      June 30,
                                  ------------   -------------
                                  1997    1996   1997     1996
                                  ----    ----   ----     ----
                                         (In thousands)

Balance, beginning of period      $906     677     811     593
Provision charged to earnings       92      55     184     128
Recoveries, net of charge-offs       1      20       4      31
                                  ----    ----    ----    ----

Balance, end of period            $999     752     999     752
                                  ====    ====    ====    ====

3.    Earnings Per Common  Share.  Earnings  per common  share were  computed by
      dividing the net earnings for the period by the weighted-average number of
      shares  outstanding.  The  effect  of the  outstanding  warrants  was  not
      material.

4.    Regulatory  Capital.  The Bank is  required to  maintain  certain  minimum
      regulatory  capital  requirements.  The following is a summary at June 30,
      1997 of the regulatory  capital  requirements  and the Bank's capital on a
      percentage basis: 

                                                    Ratios of  Regulatory 
                                                    the Bank   Requirement

Total capital to risk-weighted assets                 11.90%    8.00%

Tier I capital to risk-weighted assets                10.67%    4.00%

Tier I capital to total assets - leverage ratio        7.57%    4.00%

                                                                     (continued)


                                        6

<PAGE>



                 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

   Notes to Condensed Consolidated Financial Statements (unaudited), Continued


5.    Impact of New  Accounting  Principle.  On  January 1,  1997,  the  Company
      adopted  Statement of Financial  Accounting  Standards No. 125 "Accounting
      for  Transfers and Servicing of Financial  Assets and  Extinguishments  of
      Liabilities"   ("SFAS  125")  which  provides   accounting  and  reporting
      standards   for   transfers   and   servicing  of  financial   assets  and
      extinguishments  of liabilities.  This Statement also provides  consistent
      standards for distinguishing  transfers of financial assets that are sales
      from  transfers  that are secured  borrowings.  SFAS 125 is effective  for
      transfers  and  servicing  of  financial  assets  and  extinguishments  of
      liabilities  occurring  after  December 31, 1996. The adoption of SFAS 125
      has no effect on the Company's  financial  statements during the six-month
      period ended June 30, 1997.

6.    Future Accounting Requirements. The FASB has issued Statement of Financial
      Accounting  Standards No. 128 ("SFAS 128").  This Statement  specifies the
      computation,  presentation  and disclosure  requirements  for earnings per
      share (EPS) for entities  with  publicly-held  common  stock.  SFAS 128 is
      effective for both interim and annual  periods  ending after  December 15,
      1997 and upon adoption, all periods will be presented to conform with SFAS
      128.  Management  believes the effect of adopting this  Statement will not
      have a material effect on earnings per share.




                                        7

<PAGE>



                 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

                  Item 2. Management's Discussion and Analysis
                              or Plan of Operation

                Comparison of June 30, 1997 and December 31, 1996

Liquidity and Capital Resources
         The Company's  primary  source of cash during the six months ended June
         30, 1997 was from the maturity of securities totaling $11.4 million and
         net deposit  inflows of $11.4 million.  Cash was used primarily for net
         loan  originations  of $10.3  million and the  purchase  of  securities
         totaling $15.1 million.  At June 30, 1997, the Company had  outstanding
         commitments  to originate  loans of $1.0  million.  It is expected that
         these  requirements will be funded from the sources described above. At
         June 30, 1997, the Bank exceeded its regulatory liquidity requirements.

      The following  table shows selected ratios for the periods ended or at the
      dates indicated:
<TABLE>
<CAPTION>

                                                     Six Months                   Six Months
                                                       Ended       Year Ended       Ended
                                                      June 30,     December 31,    June 30,
                                                        1997          1996           1996
                                                        ----          ----           ----
Average equity as a percentage
<S>                                                     <C>          <C>            <C>   
   of average assets                                    8.49%        11.29%         12.35%

Equity to total assets at end of period                 8.59%         9.27%         11.84%

Return on average assets (1)                             .60%          .67%           .64%

Return on average equity (1)                            7.12%         5.91%          5.20%

Noninterest expense to average assets (1)               1.64%         1.85%          1.99%

Nonperforming loans and foreclosed real estate to
   total assets at end of period                          - %          .18%           .31%

</TABLE>

----------------------------------
(1) Annualized for the six months ended June 30, 1997 and 1996.


                                        8

<PAGE>



                 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

       Comparison of the Three-Month Periods Ended June 30, 1997 and 1996

Results of Operations:

   General.  Net earnings for the three months ended June 30, 1997 were $187,000
      or $.17 per share  compared to net  earnings of $132,000 or $.12 per share
      for the three months ended June 30, 1996.  This  increase in the Company's
      net earnings  was  primarily  due to an increase in net  interest  income,
      partially  offset by an increase in other  expenses and an increase in the
      provision for income taxes.

   Interest  Income and Expense.  Interest  income  increased  by $739,000  from
      $1,480,000  for the three months ended June 30, 1996 to $2,219,000 for the
      three months ended June 30, 1997.  Interest  income on loans  increased by
      $457,000 due to an increase in the average loan portfolio  balance for the
      three  months  ended  June 30,  1997 to $68.4  million  compared  to $47.4
      million  during the 1996  period  partially  offset by a  decrease  in the
      weighted-average  yield from 9.37% in 1996 to 9.18% in 1997.  Interest  on
      securities  increased  by  $297,000  due to an  increase  in  the  average
      securities  portfolio during the three months ended June 30, 1997 to $40.8
      million  from $22.8  million  during  1996 as well as an  increase  in the
      weighted-average  yield from 5.97% in 1996 to 6.24% in 1997.  Interest  on
      other  interest-earning  assets  decreased by $15,000 due to a decrease in
      the average balance of such assets from 1996 to 1997.

      Interest expense on deposit accounts increased to $1,379,000 for the three
      months  ended June 30, 1997 from  $840,000 for the three months ended June
      30, 1996.  Interest expense increased  primarily because of an increase in
      the average  balance of deposits from 1996 to 1997. The average balance of
      deposits  for the three  months  ended June 30,  1997 was  $102.2  million
      compared to $63.7 million during 1996.

   Provision  for Loan  Losses.  The  provision  for loan  losses is  charged to
      earnings to bring the total  allowance  to a level deemed  appropriate  by
      management and is based upon historical experience, the volume and type of
      lending  conducted  by the  Company,  industry  standards,  the  amount of
      nonperforming  loans,  general economic  conditions,  particularly as they
      relate to the  Company's  market areas,  and other factors  related to the
      collectibility  of the  Company's  loan  portfolio.  The provision for the
      three  months  ended  June 30,  1997 and 1996  was  $92,000  and  $55,000,
      respectively.  Management  believes the balance in the  allowance for loan
      losses of $999,000 at June 30, 1997 is adequate.

   Noninterest  Expense.  Total  noninterest  expense  increased  by  $75,000 to
      $479,000 for the three  months  ended June 30, 1997 from  $404,000 for the
      three months ended June 30, 1996, primarily due to an increase in employee
      compensation  and benefits as well as  advertising  and  promotion  due to
      overall growth of the Company.

   Provision for Income  Taxes.  The income tax  provision  for the three months
      ended June 30, 1997 was $119,000 (an effective rate of 38.9%)  compared to
      $97,000 (an effective  rate of 42.4%) for the comparable  1996 period.  In
      1996, a greater portion of the consolidated  earnings was generated by the
      Holding Company which has a higher state income tax rate.





                                        9

<PAGE>



                 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

        Comparison of the Six-Month Periods Ended June 30, 1997 and 1996

Results of Operations:

  General. Net earnings for the six months ended June 30, 1997 were $347,000 or
   $.32 per share compared to net earnings of $242,000 or $.22 per share for the
   six months ended June 30, 1996.  This  increase in the Company's net earnings
   was primarily due to an increase in net interest income,  partially offset by
   an increase in  noninterest  expenses  and an increase in the  provision  for
   income taxes.

   Interest Income and Expense.  Interest  income  increased by $1,447,000  from
      $2,857,000  for the six months ended June 30, 1996 to  $4,304,000  for the
      six months  ended June 30,  1997.  Interest  income on loans  increased by
      $916,000 due to an increase in the average loan portfolio  balance for the
      six months ended June 30, 1997 to $65.9 million  compared to $43.5 million
      during  the  1996   period   partially   offset  by  a  decrease   in  the
      weighted-average  yield from 9.61% in 1996 to 9.12% in 1997.  Interest  on
      securities  increased  by  $559,000  due to an  increase  in  the  average
      securities  portfolio  during the six months  ended June 30, 1997 to $40.7
      million   from  $22.7   million   during  1996  and  an  increase  in  the
      weighted-average  yield from 5.94% in 1996 to 6.06% in 1997.  Interest  on
      other  interest-earning  assets  decreased by $28,000  primarily  due to a
      decrease in the average balance of these assets from 1996 to 1997.

      Interest expense on deposit  accounts  increased to $2,688,000 for the six
      months ended June 30, 1997 from  $1,628,000  for the six months ended June
      30, 1996.  Interest expense increased  primarily because of an increase in
      the average  balance of deposits from 1996 to 1997. The average balance of
      deposits  for the six  months  ended  June  30,  1997 was  $100.4  million
      compared to $60.6 million during 1996.

   Provision  for Loan  Losses.  The  provision  for loan  losses is  charged to
      earnings to bring the total  allowance  to a level deemed  appropriate  by
      management and is based upon historical experience, the volume and type of
      lending  conducted  by the  Company,  industry  standards,  the  amount of
      nonperforming  loans,  general economic  conditions,  particularly as they
      relate to the  Company's  market areas,  and other factors  related to the
      collectibility  of the Company's loan portfolio.  The provision  increased
      from  $128,000  for the six months ended June 30, 1996 to $184,000 for the
      six months ended June 30, 1997.  The  increase was deemed  appropriate  by
      management due to the growth in the loan portfolio in 1997.

   Noninterest  Expense.  Total  noninterest  expense  increased  by $175,000 to
      $940,000 for the six months ended June 30, 1997 from  $765,000 for the six
      months  ended June 30,  1996,  primarily  due to an  increase  in employee
      compensation  and  benefits of $87,000,  an  increase in  advertising  and
      promotion  of $39,000  and an  increase  in other  noninterest  expense of
      $27,000 due to the overall growth of the Company.

   Provision for Income Taxes. The income tax provision for the six months ended
      June 30,  1997 was  $213,000  (an  effective  rate of 38.0%)  compared  to
      $172,000 (an effective rate of 41.5%) for the comparable  1996 period.  In
      1996, a greater portion of the consolidated  earnings was generated by the
      Holding Company which has a higher state income tax rate.







                                       10

<PAGE>



                 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

                           PART II. OTHER INFORMATION


           Item 4. Submission of Matters to a Vote of Security Holders

The Annual Meeting of  Shareholders  of the Company was held on June 3, 1997 for
the purpose of  electing  directors.  Pursuant  to the  charter and bylaws,  two
directors  are elected by the holders of Class A Common Stock and six  directors
are elected by the holders of Class B Common Stock. A total of 809,500 shares of
Class A Common Stock and 200,000 shares of Class B Common Stock were represented
at the meeting. All of management's  nominees for director were elected with the
following vote:

                           Class A Shares    Shares
                             Voted For     "Withheld"
                             ---------     ----------

   Milton F. Gidge            804,500        5,000
   Wesley T. Wood             804,500        5,000

                           Class B Shares    Shares
                              Voted For    "Withheld"
                              ---------    ----------

   Lawrence G. Bergman        200,000          0
   Michael A. Callen          200,000          0
   Jerome Dansker             200,000          0
   Lowell S. Dansker          200,000          0
   William F. Holly           200,000          0
   David J. Willmott          200,000          0

                    Item 6. Exhibits and Reports on Form 8-K

On June 24, 1997, a proposal to amend the Company's Certificate of Incorporation
to  increase  the number of shares of Class A Common  Stock that the  Company is
authorized to issue from 2,600,000 to 4,000,000, was approved by written consent
of shareholders  owning 200,000 shares of Class B Common Stock (constituting all
of the issued and outstanding shares of Class B Common Stock) and 600,000 shares
of Class A Common Stock  (constituting  two-thirds of the issued and outstanding
shares of Class A Common Stock).

(a)  Exhibits (numbered in accordance with Item 601 of Regulation S-B)

        3.      Restated Certificate of Incorporation

        27.     Financial Data Schedule

(b) No reports on Form 8-K were filed during the period covered by this report.


                                       11

<PAGE>



                 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

                           PART II. OTHER INFORMATION



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        INTERVEST BANCSHARES CORPORATION
                                          AND SUBSIDIARY
                                          (Registrant)



Date: July 31, 1997     By:     /s/ Lowell S. Dansker
      -------------             ----------------------
                                    Lowell S. Dansker, President
                                      and Treasurer
                                      (Chief Financial Officer)



Date: July 31, 1997      By:     /s/ Lawrence G. Bergman
      -------------              ------------------------
                                     Lawrence G. Bergman, Vice President
                                       and Secretary



                                       12

<PAGE>