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 September 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;

Class A Common stock, par value $1.00 per share             1,350,000
-----------------------------------------------  -------------------------------
                         (class)                 Outstanding at October 31, 1997


Class B Common stock, par value $1.00 per share              300,000
-----------------------------------------------  -------------------------------
                         (class)                 Outstanding at October 31, 1997

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

                                                                  CONFORMED COPY


<PAGE>

                INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

                                      INDEX


Part I. Financial Information

  Item 1. Financial Statements                                       Page

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

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

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

   Condensed Consolidated Statements of Cash Flows -
    Nine Months ended September 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)
                                                             September 30, December 31,
                                                             --------------------------
 Assets                                                         1997          1996
                                                                  (unaudited)

<S>                                                           <C>          <C>    
Cash and due from banks$                                         2,209       2,868
Federal funds sold                                               8,885       3,452
                                                              --------     -------

      Total cash and cash equivalents                           11,094       6,320

Interest-bearing deposits with banks                               197          99
Securities held to maturity                                     43,772      34,507
Loans receivable, net                                           72,458      59,499
Accrued interest receivable                                      1,017         842
Premises and equipment, net                                      4,542       2,940
Restricted securities, Federal Reserve Bank stock, at cost         232         203
Foreclosed real estate                                            --           185
Deferred income tax asset                                          495         526
Other assets                                                       158          75
                                                              --------     -------

      Total                                                   $133,965     105,196
                                                              ========     =======

 Liabilities and Stockholders' Equity

Deposits:
 Demand deposits                                                 2,163       2,401
 Savings deposits                                               10,465       4,742
 NOW deposits                                                    3,914       4,536
 Money-market deposits                                          15,740       7,507
 Time deposits                                                  87,505      74,261
                                                              --------     -------

      Total deposits                                           119,787      93,447

Other liabilities                                                3,529       1,676
                                                              --------     -------

      Total liabilities                                        123,316      95,123
                                                              --------     -------

Minority interest                                                  340         326
                                                              --------     -------

Stockholders' Equity:
 Class A common stock                                            1,350         900
 Class B common stock                                              300         200
 Additional paid-in capital                                      7,105       7,655
 Retained earnings                                               1,554         992
                                                              --------     -------

      Total stockholders' equity                                10,309       9,747
                                                              --------     -------

      Total                                                   $133,965     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           Nine Months Ended
                                                           September 30,             September 30,
                                                       1997         1996          1997           1996
                                                          (unaudited)                 (unaudited)
<S>                                               <C>           <C>           <C>           <C>      
Interest income:
  Loans receivable                               $    1,656         1,193         4,659         3,280
  Securities held to maturity                           616           394         1,850         1,069
  Other interest-earning assets                          65            50           132           145
                                                  ---------     ---------     ---------     ---------

    Total interest income                             2,337         1,637         6,641         4,494
                                                  ---------     ---------     ---------     ---------

Interest expense-
  Deposits                                            1,480           975         4,168         2,603
                                                  ---------     ---------     ---------     ---------

    Net interest income                                 857           662         2,473         1,891

Provision for loan losses                                82            62           266           190
                                                  ---------     ---------     ---------     ---------

    Net interest income after
         provision for loan losses                      775           600         2,207         1,701
                                                  ---------     ---------     ---------     ---------

Noninterest income:
  Customer service charges                               27            24            83            84
  Other                                                   1          --              13            18
                                                  ---------     ---------     ---------     ---------

    Total noninterest income                             28            24            96           102
                                                  ---------     ---------     ---------     ---------

Noninterest expenses:
  Salaries and employee benefits                        221           187           659           538
  Occupancy and equipment                               119            77           310           256
  Advertising and promotion                            --               2            42             5
  Professional fees                                     105            34           169           121
  Deposit insurance premiums                              3             1             8             2
  Other                                                  19            73           219           217
                                                  ---------     ---------     ---------     ---------

    Total noninterest expenses                          467           374         1,407         1,139

Earnings before income taxes                            336           250           896           664

Income taxes                                            121           101           334           273
                                                  ---------     ---------     ---------     ---------

    Net earnings                                 $      215           149           562           391
                                                  =========     =========     =========     =========

Earnings per share                               $      .13           .09           .34           .24
                                                  =========     =========     =========     =========

Weighted-average number of shares outstanding     1,650,000     1,650,000     1,650,000     1,650,000
                                                  =========     =========     =========     =========
</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 Nine-Month Period Ended September 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

Effect of 1.5 for 1 stock split
  (unaudited)                          450       100      (550)      --        --

Net earnings for the nine months
  ended September 30, 1997
  (unaudited)                         --        --        --          562       562
                                    ------       ---     -----      -----    ------

Balance at September 30, 1997
  (unaudited)                       $1,350       300     7,105      1,554    10,309
                                    ======       ===     =====      =====    ======
</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)


                                                                                        Nine Months Ended
                                                                                          September 30,
                                                                                          -------------
                                                                                          1997     1996
                                                                                          ----     ----
                                                                                           (unaudited)
<S>                                                                                 <C>                <C>
Cash flows from operating activities:
  Net earnings                                                                      $    562          391
  Adjustments to reconcile net earnings to net cash provided by
    operating activities:
    Depreciation                                                                         179          171
    Provision for deferred income taxes                                                   31          125
    (Increase) decrease in other assets                                                  (83)          12
    Increase in other liabilities                                                        654          865
    Increase in accrued interest receivable                                             (175)        (101)
    Net amortization of fees, premiums and discounts                                      42          184
    Write-down on foreclosed real estate                                                   8         --
    Net gain on sale of foreclosed real estate                                            (7)        --
    Provision for loan losses                                                            266          190
                                                                                     -------      ------- 

        Net cash provided by operating activities                                      1,477        1,837
                                                                                     -------      ------- 

Cash flows from investing activities:
  Proceeds from sale of foreclosed real estate                                           184         --
  Purchase of securities held to maturity                                            (26,369)     (21,443)
  Net (increase) decrease in interest-bearing deposits                                   (98)         199
  Net purchase of premises and equipment                                              (1,781)        (178)
  Net increase in loans                                                              (13,281)     (18,068)
  Net purchases of restricted securities                                                 (29)        --
  Maturities of securities held to maturity                                           17,118       11,750
                                                                                     -------      ------- 

        Net cash used in investing activities                                        (24,256)     (27,740)
                                                                                     -------      ------- 

Cash flows from financing activities:
  Net increase in demand, savings, NOW and money-market deposits                      13,096        3,010
  Net increase in time deposits                                                       13,244       17,838
  Increase in advance payments by borrowers for taxes and insurance                    1,213        1,180
                                                                                     -------      ------- 

      Net cash provided by financing activities                                       27,553       22,028
                                                                                     -------      ------- 

Net increase (decrease) in cash and cash equivalents                                   4,774       (3,875)

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

Cash and cash equivalents at end of period                                          $ 11,094        4,676
                                                                                    ========        =====

Supplemental  disclosure of cash flow  information:  Cash paid during the period
  for:
    Interest                                                                        $  4,130        2,573
                                                                                    ========        =====

    Income taxes                                                                    $    525           32
                                                                                    ========        =====
</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 September 30, 1997, the results of operations for the three
         and nine-month  periods ended  September 30, 1997 and 1996 and the cash
         flows for the  nine-months  ended  September  30,  1997 and  1996.  The
         results of operations for the three and nine months ended September 30,
         1997 are not necessarily  indic ative 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 Credit Losses.  
         No loans were identified as being impaired during the nine-month period
         ended September 30, 1997. The activity in the allowance for loan losses
         is as follows (in  thousands):  

                                             For the Three    For the Nine 
                                             Months Ended     Months Ended  
                                             September  30,   September  30,
                                             ---------  ---   ---------  ---
                                               1997   1996      1997    1996 
                                               ----   ----      ----    ---- 
                                                       (In thousands)

      Balance, beginning of period         $   999     752      811     593
      Provision charged to earnings             82      62      266     190
      Recoveries, net of charge-offs             3       1        7      32
                                           -------     ---    -----     ---

      Balance, end of period               $ 1,084     815    1,084     815
                                           =======     ===    =====     ===

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 (see note 5).

4.  Regulatory Capital.  
         The Bank is required to maintain  certain  minimum  regulatory  capital
         requirements.  The  following is a summary at September 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            11.35%          8.00%

      Tier I capital to risk-weighted assets           10.11%          4.00%

      Tier I capital to total assets - leverage ratio   7.29%          4.00%

                                                                     (continued)
                                       6

<PAGE>

                 INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued


5.  Common Stock Split.  
         On September  18, 1997,  the Board of Directors of the Holding  Company
         declared a 1.5 for 1 Class A and Class B common stock split  payable on
         September 19, 1997 to stockholders of record on September 19, 1997. All
         per share  amounts  have been  restated  to reflect the effect of these
         stock splits.

6. 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  tra  nsfers  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  nine-month  period  ended
         September 30, 1997.

7. 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 effe  ctive  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 September 30, 1997 and December 31, 1996

Liquidity and Capital Resources
         The  Company's  primary  source of cash  during the nine  months  ended
         September 30, 1997 was from the maturity of securities  totaling  $17.1
         million  and net  deposit  inflows  of  $26.3  million.  Cash  was used
         primarily for net loan  originations  of $13.3 million and the purchase
         of  securities  totaling  $26. 4 million.  At September  30, 1997,  the
         Company had outstanding commitments to originate loans of $6.6 million.
         It is expected that these  requirements will be funded from the sources
         described   above.  At  September  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>

                                                     Nine Months                 Nine Months
                                                       Ended      Year Ended        Ended
                                                   September 30, December 31,    September 30,
                                                        1997         1996           1996
                                                        ----         ----           ----
Average equity as a percentage
<S>                                                     <C>          <C>            <C>   
  of average assets                                     8.31%        11.29%         12.03%

Equity to total assets at end of period                 7.70%         9.27%         10.39%

Return on average assets (1)                             .64%          .67%           .66%

Return on average equity (1)                            7.67%         5.91%          5.49%

Noninterest expense to average assets (1)               1.60%         1.85%          1.92%

Nonperforming loans and foreclosed real estate to
  total assets at end of period                           --%          .18%           .27%

</TABLE>

     (1)  Annualized for the nine months ended September 30, 1997 and 1996.

                                       8
<PAGE>
           INTERVEST BANCSHARES CORPORATION AND SUBSIDIARY

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

Results of Operations:

General.  
         Net  earnings  for the  three  months  ended  September  30,  1997 were
         $215,000 or $.13 per share compared to net earnings of $149,000 or $.09
         per share for the three months ended  September 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.

Interest  Income and Expense.  
         Interest  income  increased by $700,000 from  $1,637,000  for the three
         months  ended  September  30, 1996 to  $2,337,000  for the three months
         ended  September  30,  1997.  Interest  income  on loans  increased  by
         $463,000 due to an increase in the average loan  portfolio  balance for
         the three months ended September 30, 1997 to $72.0 million  compared to
         $52.0  million  during the 1996 period as well as a slight  increase in
         the  weighted-average  yield  from  9.18%  in 1996 to  9.20%  in  1997.
         Interest on securities  increased by $222,000 due to an increase in the
         average  securities  portfolio  during the three months ended September
         30, 1997 to $40.3  million  from $25.7  million  during 1996  partially
         offset by a decrease in the  weighted-average  yield from 6.17% in 1996
         to 6.13% in 1997. Interest on other  interest-earning  assets increased
         by $15,000 due to an  increase  in the ave rage  balance of such assets
         from 1996 to 1997.

         Interest  expense on deposit  accounts  increased to $1,480,000 for the
         three  months  ended  September  30, 1997 from  $975,000  for the three
         months ended September 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
         September 30, 1997 was $107.6 million  compared to $71.1 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  nonperfor  ming  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   September   30,  1997  and  1996  was   $82,000  and   $62,000,
         respectively.  Managemen t believes  the balance in the  allowance  for
         loan losses of $1,084,000 at September 30, 1997 is adequate.

Noninterest  Expenses. 
         Total  noninterest  expenses  increased  by $93,000 to $467,000 for the
         three  months  ended  September  30, 1997 from  $374,000  for the three
         months  ended  September  30,  1996,  primarily  due to an  increase in
         employee compensation and benefits, occupancy and equipment expenses as
         w ell as professional fees due to the overall growth of the Company.

Provision  for Income  Taxes.  
         The income tax provision for the three months ended  September 30, 1997
         was  $121,000  (an  effective  rate of 36.0%)  compared to $101,000 (an
         effective  rate of 40.4%) 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 Nine-Month Periods Ended September 30, 1997 and 1996

Results of Operations:
General.  
         Net earnings for the nine months ended September 30, 1997 were $562,000
         or $.34 per share  compared  to net  earnings  of  $391,000 or $.24 per
         share for the nine months ended  September  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 $2,147,000  from $4,494,000 for the nine
         months ended September 30, 1996 to $6,641,000 for the nine months ended
         September 30, 1997.  Interest  income on loans  increased by $1,379,000
         due to an increase in the average loan portfolio  balance  for the nine
         months  ended  September  30, 1997 to $67.9  million  compared to $46.3
         million  during the 1996 period  partially  offset by a decrease in the
         weighted-average yield from 9.45% in 1996 to 9.15% in 1997. Interest on
         securities  increased  by  $781,000  due to an  increase in the average
         securit ies portfolio  during the nine months ended  September 30, 1997
         to $40.6 million from $23.7 million  during 1996 and an increase in the
         weighted-average yield from 6.03% in 1996 to 6.08% in 1997. Interest on
         other  interest-earning  assets decreased by $13,000 primarily due to a
         decrease in the average balance of these assets from 1996 to 1997.

         Interest  expense on deposit  accounts  increased to $4,168,000 for the
         nine  months  ended  September  30, 1997 from  $2,603,000  for the nine
         months ended September 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 nine  months  ended
         September 30, 1997 was $102.8 million  compared to $64.5 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 $190,000
         for the nine months ended  September  30, 1996 to $266,000 for the nine
         months ended September 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 $268,000 to $1,407,000 for the
         nine  months  ended  September  30, 1997 from  $1,139,000  for the nine
         months  ended  September  30,  1996,  primarily  due to an  increase in
         employee  compensation and benefits,  occupancy and equipment expenses,
         ad vertising  and  promotion,  as well as  professional  fees and other
         miscellaneous expenses due to the overall growth of the Company.

Provision for Income Taxes.  
         The income tax provision  for the nine months ended  September 30, 1997
         was  $334,000  (an  effective  rate of 37.3%)  compared to $273,000 (an
         effective  rate of 41.1%) 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


On  September  18,  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  4,000,000  shares to 7,500,000  shares,  to
increase  the  number of shares of Cl ass B Common  Stock  that the  Company  is
authorized to issue from 400,000 to 700,000 and to increase the number of shares
of  Preferred  Stock that the  Company is  authorized  to issue from  200,000 to
300,000 was approved by written  consent of  shareholders  owning  2/3rds of the
issued and outstanding shares of Class A Common Stock and all of the issued and
outstanding  shares of Class B Common Stock. By such written  consent,  the same
shareholders  also  approved  the  preservation  of the 50,000  share  threshold
referred to in paragraph 4(c)(ii) of the Company's  Certificate of Incorporation
related to class voting for directors and also approved  revised by-laws of the
Company.

                    Item 6. Exhibits and Reports on Form 8-K

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

    3(i).     Restated  Certificate of Incorporation,  incorporated by reference
              from  Pre-Effective  Amendment No.1 to  Registration  Statement on
              Form SB-2  (No.333-33419),  filed with the Securities and Exchange
              Commission on September 22, 1997.

    3(ii).    Revised Bylaws

    27.       Financial Data Schedule (for SEC use only)

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


                                         INTERVEST BANCSHARES CORPORATION
                                          AND SUBSIDIARY
                                          (Registrant)


Date:     November 12, 1997               By:      /s/ Lowell S. Dansker
    -----------------------                  ----------------------------
                                                       Lowell S. Dansker,
                                                       President and Treasurer
                                                       (Chief Financial Officer)




Date:     November 12, 1997               By:      /s/ Lawrence G. Bergman
    -----------------------                  ----------------------------
                                                       Lawrence G. Bergman,
                                                       Vice President and
                                                       Secretary

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