EXHIBIT 3

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        INTERVEST BANCSHARES CORPORATION

         Intervest Bancshares Corporation,  a corporation organized and existing
under the General Corporation Law of the State of Delaware (the  "Corporation"),
does hereby certify:

         FIRST:   The original Certificate of Incorporation of Intervest
Bancshares  Corporation was filed with the Secretary of State of Delaware on
February 5, 1993.

         SECOND:  The Certificate of Incorporation,  as amended  heretofore,  is
hereby further  amended to increase the number of shares of Class A Common Stock
that the  Corporation  shall be  authorized  to issue from  7,500,000  shares to
9,500,000  shares.  The Restated  Certificate of  Incorporation in the form that
follows has been duly adopted in accordance  with the provisions of Sections 245
and 242 of the General Corporation Law of the State of Delaware by the directors
and stockholders of the Corporation.

         THIRD:  The  text  of the  Certificate  of  Incorporation,  as  amended
heretofore,  is hereby  restated as further amended to read in full as set forth
in  Exhibit  A  attached  hereto  and is  hereby  incorporated  herein  by  this
reference.

         IN WITNESS WHEREOF, the undersigned, being the President and Secretary,
respectively  of the  Corporation,  hereby execute this Restated  Certificate of
Incorporation  this 10th day of March,  2000 and hereby  affirm the truth of the
statements contained herein under penalties of perjury.

                                        INTERVEST BANCSHARES CORPORATION


                                        By:      /s/ Lowell S. Dansker
                                                -----------------------------
                                                 Lowell S. Dansker, President

ATTEST:

By:      /s/ Lawrence G. Bergman
        -------------------------------
         Lawrence G. Bergman, Secretary


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                          CERTIFICATE OF INCORPORATION

                                       OF

                        INTERVEST BANCSHARES CORPORATION

         1. The name of the corporation is Intervest Bancshares Corporation.

         2. The address of the registered  office of the Corporation in
the State of  Delaware is 9 East  Loockerman  Street,  City of Dover,  County of
Kent,  State of Delaware 19901. The name of its registered agent at such address
is Colby Attorneys Service Co., Inc.

         3. The purpose for which it is formed is to engage in any lawful act or
activity for which a corporation may be organized under the General  Corporation
Law of the State of Delaware.

         4.(a) The Corporation is authorized to issue three classes of shares to
be designated, respectively, Preferred Stock ("Preferred Stock"), Class A Common
Stock  ("Class  A Common  Stock")  and  Class B Common  Stock  ("Class  B Common
Stock").  The total number of shares of capital  stock that the  Corporation  is
authorized to issue is Ten Million Five Hundred Thousand (10,500,000). The total
number shares of Preferred Stock this Corporation  shall have authority to issue
is Three  Hundred  Thousand  (300,000).  The  total  number of shares of Class A
Common Stock this Corporation shall have authority to issue is Nine Million Five
Hundred Thousand (9,500,000). The total number of shares of Class B Common Stock
this  Corporation  shall  have  authority  to issue is  Seven  Hundred  Thousand
(700,000).  All of the shares of capital  stock  shall have a par value of $1.00
per share.

          (b) The  Board  of  Directors  of  the  Corporation   (the  "Board  of
Directors") is authorized,  subject to limitations prescribed by law, to provide
for the  issuance of the shares of  Preferred  Stock from time to time in one or
more series.  The Board of Directors is expressly  authorized to provide for the
issue of all or any of the shares of Preferred Stock in one or more series,  and
to fix the number of shares and to determine or alter for each such series, such
voting  powers,  full or limited,  or no voting powers,  and such  designations,
preferences,  and relative,  participating,  optional,  or other rights and such
qualifications,  limitations,  or restrictions  thereof,  as shall be stated and
expressed in the  resolution  or  resolutions  adopted by the Board of Directors
providing  for the issue of such shares and as may be  permitted  by the General
Corporation  Law of the  State  of  Delaware.  The  Board of  Directors  is also
expressly authorized to increase or decrease (but not below the number of shares
of such series then  outstanding) the number of shares of any series  subsequent
to the issue of shares of that series.  In case the number of shares of any such
series shall be so decreased, the shares constituting such decrease shall resume
the status  that they had prior to the  adoption  of the  resolution  originally
fixing the number of shares of such series.

         (c) The powers,  preferences,  rights,  restrictions  and other matters
relating  to the  Class A  Common  Stock  and the  Class B Common  Stock  are as
follows:


<PAGE>


                  (i) Dividends.  Subject to preferences  that may be applicable
to any outstanding  shares of Preferred  Stock, the holders of shares of Class A
Common Stock shall be entitled to receive cash dividends when and as declared by
the Board of Directors out of funds legally available therefore.  The holders of
the shares of Class B Common  Stock  shall not be  entitled  to receive any cash
dividends other than  liquidating  dividends until January 1, 2000,  after which
time the  holders  of Class A Common  Stock and Class B Common  Stock will share
ratably,  without  distinction as to class, in dividends when and as declared by
the Board of Directors.

                  (ii) Voting.  So long as at least 50,000 shares of the Class B
Common  Stock  remain  issued and  outstanding,  the holders of the  outstanding
shares of Class B Common Stock, voting separately and as a class, shall have the
sole right to vote for the  election  of that  number of  directors  which equal
two-thirds  of the number of  directors  then  constituting  the entire Board of
Directors  (rounded up to the next whole  number),  but shall not  otherwise  be
entitled to vote for the election of directors of the  Corporation.  The holders
of the outstanding  shares of Class A Common Stock,  voting  separately and as a
class,  shall  have  the  sole  right  to  vote  for  the  remaining   directors
constituting the entire Board of Directors.  At such time as there shall be less
than 50,000 shares of the Class B Common Stock issued and outstanding,  then the
entire Board of Directors shall be elected by vote of the holders of the Class A
Common Stock and Class B Common Stock,  voting together and without  distinction
as to class.  Subject  to the  foregoing  limitation,  and  except as  otherwise
expressly  required by law, in all other matters as to which the vote or consent
of stockholders of the Corporation shall be required or be taken, the holders of
the shares of Class A Common Stock and Class B Common Stock, voting together and
without  distinction  as to class,  shall each be  entitled to one vote for each
share of such stock held by them, respectively.  In the case of any subdivision,
split up, combination,  stock dividend or change of the shares of Class B Common
Stock  into a  different  number of  shares  of the same or any  other  class or
classes of stock,  then the 50,000  share  threshold  described  above  shall be
equitably adjusted to reflect such event.

                  (iii)  Liquidation.  Subject  to any  preferences  that may be
applicable  to any  outstanding  shares  of  Preferred  Stock,  in the  event of
liquidation,  dissolution or winding-up of the Corporation, whether voluntary or
involuntary,  the  holders  of the  shares  of Class A Common  Stock and Class B
Common  Stock shall be  entitled to share  ratably,  without  distinction  as to
class, in all of the assets of the Corporation available for distribution to its
stockholders.

                  (iv)  Conversion.  The shares of Class B Common Stock shall be
convertible,  at any time and from time to time after  January  1, 2000,  at the
option of the holder thereof, into shares of Class A Common Stock at the rate of
one share Class A Common Stock for one share of Class B Common  Stock.  In order
to exercise the conversion privilege, the holder of any shares of Class B Common
Stock shall surrender the certificate or certificates for such shares of Class B
Common Stock  accompanied by proper  instruments of surrender to the Corporation
at its principal  office.  The certificate or certificates for such shares shall
also be  accompanied by a written notice to the effect that the holder elects to
convert  such shares and stating the name or names in which the  certificate  or
certificates for Class A Common Stock which shall be issuable on such conversion
shall be issued.  Such  conversion  shall be deemed to have been effected on the
date on which such notice shall have been received by the  Corporation  and such
Class B Common Stock shall have been  surrendered as hereinabove  provided.  The

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shares of Class B Common Stock so  converted  shall not be reissued and shall be
retired and  canceled  as  provided  by law. In the case of the  issuance of any
shares of stock as a  dividend  upon the  shares of Class A Common  Stock or the
shares  of Class B Common  Stock or in the case of any  subdivision,  split  up,
combination,  or change of the shares of Class A Common Stock or shares of Class
B Common Stock into a different  number of shares of the same or any other class
or  classes  of  stock,  or in the case of any  consolidation  or  merger of the
Corporation  with  or  into  another  corporation,  or in  case  of any  sale or
conveyance  to another  corporation  of the  property of the  Corporation  as an
entirety or  substantially  as an entirety,  the conversion  rate as hereinabove
provided  shall be  appropriately  adjusted so that the rights of the holders of
Class A Common  Stock and of Class B Common  Stock will not be diluted as result
of  such  stock   dividend,   subdivision,   split  up,   combination,   change,
consolidation,   merger,  sale  or  conveyance.   Adjustments  in  the  rate  of
conversions  shall be  calculated  to the  nearest  one-tenth  of a  share.  The
Corporation shall not be required to issue fractions of shares of Class A Common
Stock upon conversion of Class B Common Stock.  If any fractional  interest in a
share of Class A  Common  Stock  shall be  deliverable,  the  Corporation  shall
purchase  such  fractional  interest for an amount  equal to the current  market
value of such fractional interest. So long as any shares of Class B Common Stock
are  outstanding,  the  Corporation  shall reserve and keep available out of its
duly authorized but unissued stock,  for the purpose of effecting the conversion
of the Class B Common  Stock as  hereinabove  provided,  such number of its duly
authorized  shares of Class A Common  Stock and other  securities  as shall from
time to time be sufficient to effect the conversion of all outstanding shares of
Class B Common Stock.

         5. The Board of Directors of the Corporation is expressly authorized to
make, alter or repeal bylaws of this Corporation,  but the stockholders may make
additional  bylaws and may alter or repeal any bylaw whether  adopted by them or
otherwise.

         6. Election of directors need not be by written ballot except and to
the extent  provided in the bylaws of the Corporation.

         7. To the fullest extent  permitted by the General  Corporation  Law of
the State of  Delaware  as the same now exist or may  hereafter  be amended in a
manner more favorable to directors,  the directors of the Corporation  shall not
be personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.