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 2,600,000 shares to 4,000,000
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  ______ day of  ______________,  1997 and hereby  affirm the
truth of the statements contained herein under penalties of perjury.


                        INTERVEST BANCSHARES CORPORATION


                     By: __________________________________
                          Lowell S. Dansker, President


ATTEST:


By:  ________________________________
     Lawrence G. Bergman, Secretary



<PAGE>


                                                        Exhibit A

                          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 Four Million Six Hundred Thousand (4,600,000).  The total
number shares of Preferred Stock this Corporation  shall have authority to issue
is Two Hundred Thousand (200,000).  The total number of shares of Class A Common
Stock  this   Corporation   shall  have  authority  to  issue  is  Four  Million
(4,000,000). The total number of shares of Class B Common Stock this Corporation
shall have  authority to issue is Four Hundred  Thousand  (400,000).  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:

          (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
shares of Class B Common Stock so  converted  shall not be reissued and shall be
retired and  cancelled  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.