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

                                    FORM 10-Q

            (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED March 31, 2002
                                                 --------------

                          Commission File No. 000-23377

                        INTERVEST BANCSHARES CORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)


        Delaware                                                 13-3699013
-----------------------------                                -------------------
 (State or other jurisdiction                                 (I.R.S. employer
      of incorporation)                                      identification no.)

                        10 Rockefeller Plaza, Suite 1015
                          New York, New York 10020-1903
      --------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 218-2800
      --------------------------------------------------------------------
              (Registrant's telephone number, including area code)



Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 12, 13 or 15(d) of the  Securities  Exchange Act
of 1934  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 XX NO __.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:

Title of Each Class:                                    Shares Outstanding:
--------------------                                    -------------------

Class A Common Stock, $1.00 par value per share         3,566,129 Outstanding at
-----------------------------------------------         ------------------------
                                                        April 18, 2002
                                                        --------------

Class B Common Stock, $1.00 par value per share         355,000  Outstanding  at
-----------------------------------------------         ------------------------
                                                        April 18, 2002
                                                        --------------

================================================================================



<PAGE>
<TABLE>

                INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES

                                    FORM 10-Q
                                 March 31, 2002

                                TABLE OF CONTENTS

<S>                                                                                                                             <C>
PART I. FINANCIAL INFORMATION                                                                                                   Page

     Item 1.      Financial Statements

         Condensed Consolidated Balance Sheets
            as of March 31, 2002 (Unaudited) and December 31, 2001.............................................................    2

         Condensed Consolidated Statements of Earnings (Unaudited)
            for the Quarters Ended March 31, 2002 and 2001.....................................................................    3

         Condensed Consolidated Statements of Comprehensive Income (Unaudited)
            for the Quarters Ended March 31, 2002 and 2001 ....................................................................    4

         Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
            for the Quarters Ended March 31, 2002 and 2001.....................................................................    5

         Condensed Consolidated Statements of Cash Flows (Unaudited)
            for the Quarters Ended March 31, 2002 and 2001.....................................................................    6

         Notes to Condensed Consolidated Financial Statements (Unaudited) .....................................................    7

         Review by Independent Certified Public Accountants ...................................................................   10

         Report on Reviews by Independent Certified Public Accountants ........................................................   11

     Item 2.      Management's Discussion and Analysis of Financial Condition and
                                    Results of Operations .....................................................................   13

     Item 3.      Quantitative and Qualitative Disclosures about Market Risk...................................................   20

  PART II. OTHER INFORMATION

     Item 1.      Legal Proceedings............................................................................................   20

     Item 2.      Changes in Securities and Use of Proceeds....................................................................   20

     Item 3.      Defaults Upon Senior Securities..............................................................................   20

     Item 4.      Submission of Matters to a Vote of Security Holders..........................................................   20

     Item 5.      Other Information............................................................................................   21

     Item 6.      Exhibits and Reports on Form 8-K ............................................................................   21

Signatures.....................................................................................................................   21
</TABLE>

Private Securities Litigation Reform Act Safe Harbor Statement

The  Company is making  this  statement  in order to satisfy  the "Safe  Harbor"
provision contained in the Private Securities Litigation Reform Act of 1995. The
statements  contained  in this  report on Form 10-Q that are not  statements  of
historical fact may include forward-looking  statements that involve a number of
risks and  uncertainties.  Such  forward-looking  statements  are made  based on
management's  expectations  and beliefs  concerning  future events impacting the
Company and are subject to  uncertainties  and factors relating to the Company's
operations and economic  environment,  all of which are difficult to predict and
many of which are beyond the control of the  Company,  that could  cause  actual
results of the Company to differ  materially from those matters  expressed in or
implied by  forward-looking  statements.  The following  factors are among those
that could cause actual results to differ  materially  from the  forward-looking
statements:  changes in general economic, market and regulatory conditions,  the
development  of an  interest  rate  environment  that may  adversely  affect the
Company's  interest rate spread,  other income or cash flow anticipated from the
Company's operations, investment and lending activities; and changes in laws and
regulations affecting banks and bank holding companies.


                                       1
<PAGE>
<TABLE>

                Intervest Bancshares Corporation and Subsidiaries
                      Condensed Consolidated Balance Sheets
                                                                                              (Unaudited)
                                                                                               At Mar 31,         At Dec 31,
($ in thousands, except par value)                                                               2002               2001
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>                <C>
ASSETS
Cash and due from banks                                                                            $ 7,786            $ 4,714
Federal funds sold                                                                                  16,713              6,345
Commercial paper                                                                                    16,050             12,400
Other short-term investments                                                                         1,232                950
                                                                                              --------------------------------
    Total cash and cash equivalents                                                                 41,781             24,409
Time deposits with banks                                                                               150                250
Securities available for sale at estimated fair value                                                6,146              6,192
Securities held to maturity, net (estimated fair value of $94,898 and $99,404, respectively)        95,012             99,157
Federal Reserve Bank stock, at cost                                                                  1,104                654
Loans receivable (net of allowance for loan losses of $3,833 and $3,380, respectively)             401,222            365,146
Accrued interest receivable                                                                          3,767              3,202
Loan fees receivable                                                                                 3,095              2,679
Premises and equipment, net                                                                          6,412              6,042
Deferred income tax asset                                                                            1,411              1,236
Deferred debenture offering costs                                                                    3,603              3,396
Other assets                                                                                           267                259
------------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                      $563,970           $512,622
------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Noninterest-bearing demand deposit accounts                                                        $ 5,972            $ 5,550
Interest-bearing deposit accounts:
      Checking (NOW) accounts                                                                       11,056             10,204
      Savings accounts                                                                              28,972             24,624
      Money market accounts                                                                        111,259             80,594
      Certificate of deposit accounts                                                              246,760            241,465
                                                                                              --------------------------------
Total deposit accounts                                                                             404,019            362,437
Subordinated debentures payable                                                                     79,180             73,430
Guaranteed preferred beneficial interest in junior subordinated debentures                          15,000             15,000
Note payable                                                                                           275                  -
Accrued interest payable on all debentures                                                          12,474             11,480
Accrued interest payable on deposits                                                                   797                817
Mortgage escrow funds payable                                                                        7,085              4,253
Official checks outstanding                                                                          1,603              3,219
Other liabilities                                                                                    1,838              1,591
------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                                  522,271            472,227
------------------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Preferred stock (300,000 shares authorized, none issued)                                                 -                  -
Class A common stock ($1.00 par value, 9,500,000 shares authorized,
    3,556,129 and 3,544,629 shares issued and outstanding, respectively )                            3,556              3,545
Class B common stock ($1.00 par value, 700,000 shares authorized,
    355,000 shares issued and outstanding)                                                             355                355
Additional paid-in-capital, common                                                                  19,072             19,001
Retained earnings                                                                                   18,631             17,383
Accumulated other comprehensive income:
    Net unrealized gain on securities available for sale, net of tax                                    85                111
------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity                                                                          41,699             40,395
------------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                                                        $563,970           $512,622
------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                       2
<PAGE>
<TABLE>

                Intervest Bancshares Corporation and Subsidiaries
                  Condensed Consolidated Statements of Earnings
                                   (Unaudited)

                                                                                                          Quarter Ended
                                                                                                            March 31,
                                                                                                    --------------------------
($ in thousands, except per share data)                                                                   2002          2001
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                      <C>           <C>
INTEREST AND DIVIDEND INCOME
Loans receivable                                                                                         $8,820        $6,603
Securities                                                                                                  842         1,496
Other interest-earning assets                                                                                49           585
------------------------------------------------------------------------------------------------------------------------------
Total interest and dividend income                                                                        9,711         8,684
------------------------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
Deposits                                                                                                  3,922         4,606
Federal funds purchased                                                                                       2             -
Subordinated debentures                                                                                   1,773         2,015
Junior debentures - capital securities                                                                      374             -
Note payable                                                                                                  2             -
------------------------------------------------------------------------------------------------------------------------------
Total interest expense                                                                                    6,073         6,621
------------------------------------------------------------------------------------------------------------------------------

Net interest and dividend income                                                                          3,638         2,063
Provision for loan loss reserves                                                                            346             -
------------------------------------------------------------------------------------------------------------------------------
Net interest and dividend income after provision for loan loss reserves                                   3,292         2,063
------------------------------------------------------------------------------------------------------------------------------

NONINTEREST INCOME
Customer service fees                                                                                        35            38
Income from mortgage lending activities                                                                     239           183
All other                                                                                                     -             3
------------------------------------------------------------------------------------------------------------------------------
Total noninterest income                                                                                    274           224
------------------------------------------------------------------------------------------------------------------------------

NONINTEREST EXPENSES
Salaries and employee benefits                                                                              716           626
Occupancy and equipment, net                                                                                315           304
Data processing                                                                                             118            35
Advertising and promotion                                                                                     7             8
Professional fees and services                                                                               80            97
Stationery, printing and supplies                                                                            33            33
Postage and delivery                                                                                         24            22
FDIC and general insurance                                                                                   42            45
All other                                                                                                   127           154
------------------------------------------------------------------------------------------------------------------------------
Total noninterest expenses                                                                                1,462         1,324
------------------------------------------------------------------------------------------------------------------------------
Earnings before taxes                                                                                     2,104           963
Provision for income taxes                                                                                  856           382
------------------------------------------------------------------------------------------------------------------------------
Net earnings                                                                                             $1,248          $581
------------------------------------------------------------------------------------------------------------------------------

Basic earnings per share                                                                                  $0.32        $ 0.15
Diluted earnings per share                                                                                $0.30        $ 0.15
------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
</TABLE>




                                       3
<PAGE>
<TABLE>


                Intervest Bancshares Corporation and Subsidiaries
            Condensed Consolidated Statements of Comprehensive Income
                                   (Unaudited)


                                                                                                           Quarter Ended
                                                                                                             March 31,
                                                                                                       ----------------------
($ in thousands)                                                                                          2002           2001
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                      <C>             <C>
Net earnings                                                                                             $1,248          $581
------------------------------------------------------------------------------------------------------------------------------
Net unrealized (losses) gains on securities available for sale                                              (46)          499
Provision for income taxes related to unrealized (losses) gains
   on securities available for sale                                                                         (20)          188
------------------------------------------------------------------------------------------------------------------------------
Other comprehensive (loss) income, net of tax                                                               (26)          311
------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income, net of tax                                                                   $1,222          $892
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to condensed consolidated financial statements.

















                                       4
<PAGE>

                Intervest Bancshares Corporation and Subsidiaries
      Condensed Consolidated Statements of Changes in Stockholders' Equity
                                   (Unaudited)
<TABLE>

                                                                                                       Quarter Ended
                                                                                                          March 31,
                                                                                                 -----------------------------
                                                                                                     2002           2001
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>            <C>
CLASS A COMMON STOCK
Balance at beginning of period                                                                     $ 3,545        $ 3,545
Issuance of 11,500 shares upon the exercise of warrants in 2002                                         11              -
------------------------------------------------------------------------------------------------------------------------------
Balance at end of period                                                                             3,556          3,545
------------------------------------------------------------------------------------------------------------------------------

CLASS B COMMON STOCK
------------------------------------------------------------------------------------------------------------------------------
Balance at beginning and end of period                                                                 355            355
------------------------------------------------------------------------------------------------------------------------------

ADDITIONAL PAID-IN-CAPITAL, COMMON
Balance at beginning of period                                                                      19,001         18,975
Compensation related to issuance of Class B stock warrants                                               6              6
Issuance of 11,500 shares upon the exercise of Class A stock warrants in 2002                           65              -
------------------------------------------------------------------------------------------------------------------------------
Balance at end of period                                                                            19,072         18,981
------------------------------------------------------------------------------------------------------------------------------

RETAINED EARNINGS
Balance at beginning of period                                                                      17,383         13,605
Net earnings for the period                                                                          1,248            581
------------------------------------------------------------------------------------------------------------------------------
Balance at end of period                                                                            18,631         14,186
------------------------------------------------------------------------------------------------------------------------------

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance at beginning of period                                                                         111           (252)
Net change in accumulated other comprehensive (loss) income, net                                       (26)           311
------------------------------------------------------------------------------------------------------------------------------
Balance at end of period                                                                                85             59
------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity at end of period                                                        $41,699        $37,126
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

 See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>
<TABLE>



                Intervest Bancshares Corporation and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                                                                                 Quarter Ended
                                                                                                                   March 31,
                                                                                                          --------------------------
   ($ in thousands)                                                                                          2002             2001
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                       <C>              <C>
   OPERATING ACTIVITIES
   Net earnings                                                                                           $  1,248         $    581
   Adjustments to reconcile net earnings to net cash provided by
         operating activities:
   Depreciation and amortization                                                                               151              114
   Provision for loan loss reserves                                                                            346                -
   Deferred income tax (benefit) expense                                                                      (155)               4
   Amortization of deferred debenture offering costs                                                           218              176
   Compensation expense from awards of common stock warrants                                                     6                6
   Amortization of premiums, fees and discounts, net                                                          (280)            (394)
   Net increase in accrued interest payable on debentures                                                      994              553
   Net decrease in official checks outstanding                                                              (1,616)            (505)
   Net decrease in all other assets and liabilities                                                            663              692
------------------------------------------------------------------------------------------------------------------------------------
   Net cash provided by operating activities                                                                 1,575            1,227
------------------------------------------------------------------------------------------------------------------------------------

   INVESTING ACTIVITIES
   Maturities and calls of securities held to maturity                                                      18,000            9,096
   Maturities and calls of securities available for sale                                                         -           37,194
   Maturities of interest-earning time deposits with banks                                                     100                -
   Purchases of securities held to maturity                                                                (14,158)          (5,077)
   Net increase in loans receivable                                                                        (36,989)         (10,340)
   Purchases of Federal Reserve Bank stock, net                                                               (450)             (34)
   Purchases of premises and equipment, net                                                                   (521)             (74)
------------------------------------------------------------------------------------------------------------------------------------
   Net cash (used in) provided by investing activities                                                     (34,018)          30,765
------------------------------------------------------------------------------------------------------------------------------------

   FINANCING ACTIVITIES
   Net increase in demand, savings, NOW and money market deposits                                           36,287            5,258
   Net increase (decrease) in certificates of deposit                                                        5,295           (3,675)
   Net increase in mortgage escrow funds payable                                                             2,832            1,444
   Principal repayments of debentures                                                                            -           (1,400)
   Proceeds from issuance of debentures, net of issuance costs                                               5,325            3,244
   Proceeds from issuance of common stock                                                                       76                -
------------------------------------------------------------------------------------------------------------------------------------
   Net cash provided by financing activities                                                                49,815            4,871
------------------------------------------------------------------------------------------------------------------------------------
   Net increase in cash and cash equivalents                                                                17,372           36,863
   Cash and cash equivalents at beginning of period                                                         24,409           42,938
------------------------------------------------------------------------------------------------------------------------------------
   Cash and cash equivalents at end of period                                                             $ 41,781         $ 79,801
------------------------------------------------------------------------------------------------------------------------------------

   SUPPLEMENTAL DISCLOSURES
   Cash paid during the period for:
      Interest                                                                                            $  4,880         $  5,887
      Income taxes                                                                                           1,000              557
   Noncash activities:
      Accumulated other comprehensive income,
         change in unrealized (loss) gain on securities available for sale, net of tax                         (26)             311
------------------------------------------------------------------------------------------------------------------------------------
    See accompanying notes to condensed consolidated financial statements.
</TABLE>




                                       6
<PAGE>



                Intervest Bancshares Corporation and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
--------------------------------------------------------------------------------

Note 1 - General

The  condensed   consolidated   financial  statements  of  Intervest  Bancshares
Corporation and Subsidiaries in this report have not been audited except for the
information derived from the audited  Consolidated  Balance Sheet as of December
31, 2001. The financial  statements in this report should be read in conjunction
with the consolidated financial statements and related notes thereto included in
the  Company's  Annual  Report to  Stockholders  on Form 10-K for the year ended
December 31, 2001.

The  condensed   consolidated  financial  statements  include  the  accounts  of
Intervest  Bancshares  Corporation (a bank holding company referred to by itself
as the "Holding  Company") and its  subsidiaries,  Intervest  National Bank (the
Bank),  Intervest  Corporation of New York and Intervest  Statutory Trust I. The
Holding  Company and its  subsidiaries  are  referred to as the  "Company"  on a
consolidated  basis.  The Holding  Company's  primary  business  activity is the
ownership of the aforementioned subsidiaries.

Intervest National Bank has its headquarters and full-service  banking office in
Rockefeller  Center in New York City, and a total of five  full-service  banking
offices  in  Clearwater  and  Pinellas  County,  Florida.  The Bank  conducts  a
full-service commercial banking business,  which consists of attracting deposits
from the general public and investing  those funds,  together with other sources
of funds,  primarily  through the origination of commercial and multifamily real
estate loans, and through the purchase of security investments.

Intervest  Corporation of New York and its wholly owned subsidiaries,  Intervest
Distribution Corporation and Intervest Realty Servicing Corporation,  is located
in  Rockefeller  Center  in New York  City.  It is  engaged  in the real  estate
business,  including the origination and purchase of real estate mortgage loans,
consisting of first mortgage, junior mortgage and wraparound mortgage loans.

Intervest  Statutory Trust I was formed in December 2001 for the sole purpose of
issuing  $15,000,000 of capital  securities as more fully described in note 9 to
the  consolidated  financial  statements  in  the  Company's  Annual  Report  to
Stockholders on Form 10-K for the year ended December 31, 2001.

In the opinion of  management,  all material  adjustments  necessary  for a fair
presentation  of financial  condition and results of operations  for the interim
periods  presented  in this report have been made.  These  adjustments  are of a
normal recurring  nature.  The results of operations for the interim periods are
not  necessarily  indicative of results that may be expected for the entire year
or any other interim period. In preparing the condensed  consolidated  financial
statements, management is required to make estimates and assumptions that affect
the  reported  amounts of assets,  liabilities,  revenues and  expenses.  Actual
results could differ from those estimates.  Certain  reclassifications have been
made to prior period amounts to conform to the current periods' presentation.

Note 2 - Allowance for Loan Loss Reserves

The Company  monitors its loan portfolio to determine the  appropriate  level of
the  allowance for loan loss reserves  based on various  factors.  These factors
include:  the type and level of loans outstanding;  volume of loan originations;
overall  portfolio  quality;   loan  concentrations;   specific  problem  loans,
historical  chargeoffs and recoveries;  adverse  situations which may affect the
borrowers'  ability to repay;  and  management's  assessment  of the current and
anticipated economic conditions in the Company's lending regions.

Activity in the allowance  for loan loss  reserves for the periods  indicated is
summarized as follows:
<TABLE>

                                                                                                           Quarter Ended
                                                                                                              March 31,
                                                                                                    --------------------------
($ in thousands)                                                                                        2002            2001
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>             <C>
Balance at beginning of period                                                                         $3,380          $2,768
Provision charged to operations                                                                           346               -
Recoveries of previous chargeoffs (1)                                                                     107               -
------------------------------------------------------------------------------------------------------------------------------
Balance at end of period                                                                               $3,833          $2,768
------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)      The amount for the quarter  ended March 31,  2002  represents  proceeds
         received from the sale of collateral  from a loan which was charged off
         prior to 1997.
</FN>
</TABLE>



                                       7
<PAGE>


                Intervest Bancshares Corporation and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
--------------------------------------------------------------------------------

Note 2 - Allowance for Loan Loss Reserves, Continued

At March 31,  2002, a  commercial  real estate loan with a principal  balance of
$1,243,000 was on nonaccrual  status and consider impaired under the criteria of
SFAS  No.114.  Interest  income  that was not  accrued  on this  loan  under its
contractual  terms amounted to $31,000 in the first quarter of 2002. The average
balance of the impaired  loan in the first  quarter of 2002 was  $1,243,000.  At
March 31,  2002,  there was a $150,000  valuation  allowance  allocated  to this
impaired  loan and  included in the overall  allowance  for loan loss  reserves.
There were no nonaccrual or impaired loans in the first quarter of 2001.In April
2002, the property  collateralizing  this loan was acquired through  foreclosure
and transferred to Foreclosed Real Estate at estimated fair value less estimated
selling  costs.  A loan charge off of $150,000 was recorded in April against the
allowance for loan loss reserves in connection with this transfer.  The property
is actively being marketed for sale.

Note 3 - Earnings Per Share (EPS)

Basic EPS is calculated by dividing net earnings by the weighted-average  number
of shares of common stock  outstanding.  Diluted EPS is  calculated  by dividing
adjusted net earnings by the  weighted-average  number of shares of common stock
outstanding and dilutive  potential  common stock shares that may be outstanding
in the future. Potential common stock shares may arise from outstanding dilutive
common  stock  warrants  (as  computed  by  the  "treasury  stock  method")  and
convertible debentures (as computed by the "if converted method").

Diluted EPS considers  the potential  dilution that could occur if the Company's
outstanding stock warrants and convertible debentures were converted into common
stock that then shared in the  Company's  adjusted  earnings  (as  adjusted  for
interest expense,  net of tax, that would no longer occur if the debentures were
converted).

Net  earnings  applicable  to common  stock and the  weighted-average  number of
shares used for basic and diluted earnings per share computations are summarized
in the table that follows:
<TABLE>

                                                                                                           Quarter Ended
                                                                                                              March 31,
                                                                                                     -------------------------
                                                                                                        2002           2001
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>              <C>
BASIC EARNINGS PER SHARE
Net earnings                                                                                         $1,248,000       $581,000
Average number of common shares outstanding                                                           3,901,290      3,899,629
------------------------------------------------------------------------------------------------------------------------------
  Basic net earnings per share                                                                            $0.32          $0.15
------------------------------------------------------------------------------------------------------------------------------

DILUTED EARNINGS PER SHARE
Adjusted net earnings for diluted earnings per share computation (2)                                 $1,248,000       $581,000
Average number of common shares outstanding for dilution:
  Common shares outstanding per above                                                                 3,901,290      3,899,629
  Potential dilutive shares resulting from exercise of warrants (1)                                     263,944              -
  Potential dilutive shares resulting from conversion of debentures (2)                                       -              -
                                                                                                    ------------ -------------
  Total average number of common shares outstanding                                                   4,165,234      3,899,629
-----------------------------------------------------------------------------------------------------------------------------
  Diluted net earnings per share                                                                          $0.30          $0.15
------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)      A total of 1,134,000 of common stock  warrants with exercise  prices of
         $10.00  and  $10.01  were  not  considered in the quarterly computation
         of diluted EPS for 2002 because their exercise price per share exceeded
         the average market price of Class A common stock during the quarter and
         as a result, they were not dilutive. Similarly, a total of 2,650,000 of
         common stock warrants with exercise prices ranging from $6.67 to $16.00
         were not included in the quarterly  computation of diluted EPS for 2001
         because they were not dilutive.

(2)      Convertible  debentures  totaling $6,930,000 and convertible (at $10.01
         per share in 2002 and  $14.00  per share in 2001)  into  Class A common
         stock  were  not  considered  in any of the  diluted  EPS  computations
         because they were not dilutive.
</FN>
</TABLE>





                                       8
<PAGE>




                Intervest Bancshares Corporation and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (Unaudited)
--------------------------------------------------------------------------------

Note 4 - Regulatory Capital

Intervest  National  Bank is  required to maintain  certain  minimum  regulatory
capital requirements.

The following is a summary at March 31, 2002 of the minimum  regulatory  capital
requirements and the actual capital of the Bank on a percentage basis:
<TABLE>

                                                              Actual            Minimum                  To Be Considered
                                                              Ratios            Requirement              Well Capitalized
                                                              ------            -----------              ----------------

<S>                                                           <C>                  <C>                        <C>
Total capital to risk-weighted assets                         13.87%               8.00%                      10.00%
Tier 1 capital to risk-weighted assets                        12.83%               4.00%                       6.00%
Tier 1 capital to total average assets - leverage ratio       10.68%               4.00%                       5.00%
</TABLE>















                                       9
<PAGE>


                Intervest Bancshares Corporation and Subsidiaries

               Review by Independent Certified Public Accountants

     Hacker,  Johnson & Smith PA, the  Company's  independent  certified  public
accountants,  have made a limited  review of the financial  data as of March 31,
2002, and for the three-month periods ended March 31, 2002 and 2001 presented in
this  document,  in  accordance  with  standards  established  by  the  American
Institute of Certified Public Accountants.

     Their report furnished pursuant to Article 10 of Regulation S-X is included
herein.























                                       10
<PAGE>

HACKER, JOHNSON & SMITH PA
================================================================================
Fort Lauderdale                                     Certified Public Accountants
Orlando
Tampa



          Report on Review by Independent Certified Public Accountants



The Board of Directors and Stockholders
Intervest Bancshares Corporation
New York, New York:

     We have reviewed the accompanying  condensed  consolidated balance sheet of
Intervest  Bancshares  Corporation and Subsidiaries  (the "Company") as of March
31,  2002,  and the  related  condensed  consolidated  statements  of  earnings,
comprehensive  income,  changes in  stockholders'  equity and cash flows for the
three-month  periods  ended  March 31, 2002 and 2001,  included in this  report.
These financial statements are the responsibility of the Company's management.

     We were furnished with the report of other  accountants on their reviews of
the interim  financial  information of Intervest  Corporation of New York, whose
total assets as of March 31, 2002 constituted 15.7% of the related  consolidated
total,  and whose net interest income,  noninterest  income and net earnings for
the  three-month  period  then  ended,  constituted  13.5%,  25.2%,  and  21.2%,
respectively, and whose net interest income, noninterest income and net loss for
the three-month  period ended March 31, 2001,  constituted 2.9%, 17.0% and 9.5%,
respectively, of the related consolidated totals.

     We conducted our reviews in accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing  standards  generally  accepted in the United States of
America,  the objective of which is the  expression of an opinion  regarding the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

     Based on our reviews and the report of other accountants,  we are not aware
of any material  modifications that should be made to the condensed consolidated
financial  statements  referred  to  above  for  them to be in  conformity  with
accounting principles generally accepted in the United States of America.

     We have previously audited, in accordance with auditing standards generally
accepted in the United States of America,  the consolidated  balance sheet as of
December  31,  2001,  and  the  related  consolidated  statements  of  earnings,
comprehensive  income,  changes in  stockholders'  equity and cash flows for the
year then ended (not  presented  herein);  and in our report  dated  January 21,
2002,  we  expressed  an  unqualified  opinion on those  consolidated  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
condensed  consolidated  balance sheet as of December 31, 2001 is fairly stated,
in all material  respects,  in relation to the  consolidated  balance sheet from
which it has been derived.


/s/ HACKER, JOHNSON & SMITH PA
------------------------------
HACKER, JOHNSON & SMITH PA
Tampa, Florida
April 25, 2002




                                       11
<PAGE>

Eisner                                         Richard A. Eisner & Company,  LLP
                                               Accountants and Consultants

                                               575 Madison Avenue
                                               New York, NY 10022-2597
                                               Tel 212.355.1700 Fax 212.355.2414
Board of Directors and Stockholder             www.eisnerllp.com
Intervest Corporation of New York
New York, New York:


          Report on Review by Independent Certified Public Accountants

     We have  reviewed the  condensed  consolidated  balance  sheet of Intervest
Corporation of New York and  Subsidiaries  (the "Company") as of March 31, 2002,
and the related  condensed  consolidated  statements of  operations,  changes in
stockholder's  equity and cash flows for the three-month periods ended March 31,
2002  and  2001  (all  of  which  are not  presented  herein).  These  financial
statements are the responsibility of the Company's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing  standards  generally  accepted in the United States of
America,  the objective of which is the  expression of an opinion  regarding the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

     Based on our review,  we are not aware of any material  modifications  that
should be made to the accompanying  condensed  consolidated financial statements
for them to be in conformity with accounting  principles  generally  accepted in
the United States of America.

     We previously  audited,  in accordance  with auditing  standards  generally
accepted in the United States of America,  the consolidated  balance sheet as of
December 31, 2001 and the related consolidated statements of operations, changes
in  stockholder's  equity and cash flows for the year then ended (not  presented
herein),  and in our report dated January 21, 2002, we expressed an  unqualified
opinion  on  those  consolidated  financial  statements.  In  our  opinion,  the
information set forth in the accompanying  condensed  consolidated balance sheet
as of December 31, 2001 is fairly stated in all material respects in relation to
the consolidated balance sheet from which it has been derived.



/s/ Richard A. Eisner & Company, LLP
------------------------------------
Richard A. Eisner & Company, LLP
New York, New York
April 25, 2002






                                       12
<PAGE>

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

                                     General

Intervest Bancshares Corporation has three wholly owned subsidiaries - Intervest
National Bank, Intervest Corporation of New York and Intervest Statutory Trust I
(hereafter  referred to collectively as the "Company" on a consolidated  basis).
Intervest Bancshares  Corporation and Intervest National Bank may be referred to
individually as the "Holding Company" and the "Bank," respectively.

The Holding Company's primary business is the operation of its subsidiaries.  It
does not  engage in any  other  substantial  business  activities  other  than a
limited amount of real estate mortgage  lending.  From time to time, the Holding
Company sells debentures to raise funds for working capital purposes.

The Bank is a nationally  chartered,  full-service  commercial bank that has its
headquarters and full-service  banking office in Rockefeller Center, in New York
City,  and a total  of five  full-service  banking  offices  in  Clearwater  and
Pinellas  County,  Florida.  The Bank  conducts a  personalized  commercial  and
consumer banking business,  which consists of attracting deposits from the areas
served by its  banking  offices.  It also  provides  internet  banking  services
through  its web  site:  www.intervestnatbank.com,  which  can  attract  deposit
customers  from outside its primary  market areas.  The deposits,  together with
funds  derived  from  other  sources,  are used to  originate  a variety of real
estate, commercial and consumer loans and to purchase investment securities. The
Bank emphasizes multifamily and commercial real estate lending.

Intervest  Corporation of New York and its wholly owned subsidiaries,  Intervest
Distribution  Corporation  and  Intervest  Realty  Servicing  Corporation,  is a
mortgage  investment  company located in Rockefeller Center in New York City. It
is engaged in the real estate  business,  including the origination and purchase
of real estate mortgage loans, consisting of first mortgage, junior mortgage and
wraparound  mortgage loans.  The  subsidiaries  are  nonoperating  entities that
provide administrative services to Intervest Corporation of New York.

Intervest  Statutory  Trust I was formed in December 2001 in connection with the
issuance of $15,000,000 of Capital Securities. For a further discussion, See the
section entitled "Debentures Payable and Accrued Interest Payable on Debentures"
on page 30 of the Company's  Annual Report to  Stockholders on Form 10-K for the
year ended December 31, 2001.

The Company's  profitability  depends primarily on net interest income, which is
the difference  between  interest  income  generated  from its  interest-earning
assets less the interest expense incurred on its  interest-bearing  liabilities.
Net interest  income is dependent upon the  interest-rate  spread,  which is the
difference between the average yield earned on  interest-earning  assets and the
average rate paid on interest-bearing  liabilities. When interest-earning assets
approximate or exceed interest-bearing  liabilities,  any positive interest rate
spread will generate net interest  income.  The interest rate spread is impacted
by interest rates, deposit flows and loan demand.

The Company's  profitability  is also  affected by the level of its  noninterest
income and expenses,  the provision  for loan loss  reserves,  and its effective
income tax rate. Noninterest income consists primarily of loan and other banking
fees.  Noninterest expense consists of compensation and benefits,  occupancy and
equipment  related  expenses,  data processing  expenses,  advertising  expense,
deposit  insurance  premiums  and  other  operating   expenses.   The  Company's
profitability is also significantly affected by general economic and competitive
conditions, changes in market interest rates, government policies and actions of
regulatory authorities.  Since the properties underlying the Company's mortgages
are  concentrated  in the New York  City  area and the  State  of  Florida,  the
economic  conditions  in those  areas can also  have an impact on the  Company's
operations.  While  none  of the  properties  underlying  these  mortgages  were
directly  impacted by the  terrorist act of September 11, 2001, it is impossible
to predict the impact such events will have on real estate generally in the City
of New York.

    Comparison of Financial Condition at March 31, 2002 and December 31, 2001
    -------------------------------------------------------------------------

Overview
--------

Total assets at March 31, 2002 increased to $563,970,000,  from  $512,622,000 at
December  31,  2001.   Total   liabilities   at  March  31,  2002  increased  to
$522,271,000,  from  $472,227,000  at December  31, 2001.  Stockholders'  equity
increased to $41,699,000 at March 31, 2002,  from  $40,395,000 at year-end 2001.
Book value per common  share  rose to $10.66 per share at March 31,  2002,  from
$10.36 at December 31, 2001.

                                       13
<PAGE>

<TABLE>
Selected balance sheet  information for the Holding Company and its subsidiaries
as of March 31, 2002 follows:

                                                                                 Intervest
                                                                    Intervest   Corporation    Intervest      Inter-
($ in thousands)                                         Holding     National   of New York    Statutory     Company
                                                         Company         Bank                    Trust I    Balances    Consolidated
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>          <C>          <C>              <C>     <C>          <C>
Cash and cash equivalents                              $   1,564    $  23,395    $  18,953        $   -   $  (2,131)   $  41,781
Time deposits with banks                                       -          150            -            -           -          150
Securities available for sale                                  -        6,146            -            -           -        6,146
Securities held to maturity, net                               -       95,012            -       15,464     (15,464)      95,012
Federal Reserve Bank stock                                     -        1,104            -            -           -        1,104
Loans receivable, net of deferred fees                     9,587      328,643       66,825            -           -      405,055
Allowance for loan loss reserves                             (49)      (3,748)         (36)           -           -       (3,833)
Investment in subsidiaries                                58,158            -            -            -     (58,158)           -
All other assets                                           1,507       13,228        4,030          441        (651)      18,555
------------------------------------------------------------------------------------------------------------------------------------
Total assets                                           $  70,767    $ 463,930    $  89,772    $  15,905   $ (76,404)   $ 563,970
------------------------------------------------------------------------------------------------------------------------------------
Deposits                                                   $   -    $ 406,190        $   -        $   -   $  (2,171)   $ 404,019
Subordinated debentures payable                           25,894            -       68,750            -     (15,464)      79,180
Junior debentures payable-capital securities                   -            -            -       15,000           -       15,000
Note payable                                                   -          275            -            -           -          275
Accrued interest payable on all debentures                 2,933            -        9,554          428        (441)      12,474
All other liabilities                                        241        9,882        1,357           13        (170)      11,323
------------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                         29,068      416,347       79,661       15,441     (18,246)     522,271
------------------------------------------------------------------------------------------------------------------------------------
Stockholders' equity                                      41,699       47,583       10,111          464     (58,158)      41,699
------------------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity             $  70,767    $ 463,930    $  89,772    $  15,905   $ (76,404)   $ 563,970
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

A  comparison  of the  consolidated  balance  sheets  as of March  31,  2002 and
December 31, 2001 follows:


                                                                                At March 31, 2002           At December 31, 2001
                                                                                -----------------           --------------------
                                                                            Carrying       % of           Carrying        % of
($ in thousands)                                                              Value     Total Assets        Value     Total Assets
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>               <C>        <C>               <C>
Cash and cash equivalents                                                    $ 41,781          7.4%       $ 24,409          4.8%
Time deposits with banks                                                          150          0.1             250          0.1
Securities available for sale at estimated fair value                           6,146          1.1           6,192          1.2
Securities held to maturity, net                                               95,012         16.8          99,157         19.3
Federal Reserve Bank stock                                                      1,104          0.2             654          0.1
Loans receivable, net of deferred fees and loan loss reserves                 401,222         71.1         365,146         71.2
All other assets                                                               18,555          3.3          16,814          3.3
------------------------------------------------------------------------------------------------------------------------------------
Total assets                                                                 $563,970        100.0%       $512,622        100.0%
------------------------------------------------------------------------------------------------------------------------------------
Deposits                                                                     $404,019         71.6%       $362,437         70.7%
Subordinated debentures payable                                                79,180         14.0          73,430         14.3
Junior debentures payable-capital securities                                   15,000          2.7          15,000          2.9
Note payable                                                                      275          0.1               -          -
Accrued interest payable on all debentures                                     12,474          2.2          11,480          2.3
All other liabilities                                                          11,323          2.0           9,880          1.9
------------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                             522,271         92.6         472,227         92.1
------------------------------------------------------------------------------------------------------------------------------------
Stockholders' equity                                                           41,699          7.4          40,395          7.9
------------------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                                   $563,970        100.0%       $512,622        100.0%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Cash and Cash Equivalents
-------------------------

Cash and cash  equivalents  increased to  $41,781,000  at March 31,  2002,  from
$24,409,000  at December  31, 2001,  due to a higher level of overnight  federal
funds and short-term commercial paper investments outstanding. The level of cash
and cash equivalents  fluctuates based on various factors,  including  liquidity
needs, loan demand,  deposit flows, calls of securities,  repayments of borrowed
funds and alternative investment opportunities.


                                       14
<PAGE>

Securities Available for Sale
-----------------------------

Securities available for sale amounted to $6,146,000 at March 31, 2002, compared
to  $6,192,000  at December 31, 2001.  At March 31, 2002,  the  portfolio had an
unrealized  gain,  net of tax, of $85,000,  compared to $111,000 at December 31,
2001.  Unrealized  gains and losses on  securities  available  for sale,  net of
related  income  taxes,  are reported as a separate  component of  comprehensive
income and included in stockholders' equity.

Securities Held to Maturity
---------------------------

Securities held to maturity amounted to $95,012,000 at March 31, 2002,  compared
to  $99,157,000  at  December  31,  2001.  The  decrease  was due to  maturities
exceeding new purchases during the quarter.

Federal Reserve Bank Stock
--------------------------

In order for the Bank to be a member of the Federal Reserve Banking System,  the
Bank  maintains an investment in the capital stock of the Federal  Reserve Bank,
which pays a dividend that is currently 6%. The  investment,  which  amounted to
$1,104,000 at March 31, 2002 and $654,000 at December 31, 2001, fluctuates based
on the Bank's capital level.

Loans Receivable, Net of Deferred Fees and Loan Loss Reserves
-------------------------------------------------------------

Loans receivable, net of deferred fees and the allowance for loan loss reserves,
increased to $401,222,000  at March 31, 2002, from  $365,146,000 at December 31,
2001.  The growth  reflected  new  originations  of  commercial  real estate and
multifamily mortgage loans, partially offset by principal repayments. Commercial
real estate and multifamily real estate properties  collateralized almost all of
the loans in the Company's loan portfolio.

At March 31, 2002, the allowance for loan loss reserves  amounted to $3,833,000,
compared to $3,380,000 at December 31, 2001. The allowance  represented 0.95% of
total loans (net of deferred fees)  outstanding  at March 31, 2002,  compared to
0.92% at December 31, 2001. The Company monitors its loan portfolio to determine
the  appropriate  level of the allowance for loan loss reserves based on various
factors. These factors include: the type and level of loans outstanding;  volume
of loan originations;  overall portfolio quality; loan concentrations;  specific
problem loans,  historical  chargeoffs and recoveries;  adverse situations which
may affect the borrowers'  ability to repay; and management's  assessment of the
current and anticipated  economic  conditions in the Company's  lending regions.
The increase in the allowance was due to a provision for loan losses of $346,000
(primarily  due to  loan  growth)  and a  $107,000  recovery  from  the  sale of
collateral from a loan which was charged off prior to 1997.

At March 31,  2002, a  commercial  real estate loan with a principal  balance of
$1,243,000 was on nonaccrual  status and considered  impaired under the criteria
of SFAS  No.114.  Interest  income  that was not  accrued on this loan under its
contractual  terms amounted to $31,000 in the first quarter of 2002. The average
balance of the impaired  loan in the first  quarter of 2002 was  $1,243,000.  At
March 31,  2002,  there was a $150,000  valuation  allowance  allocated  to this
impaired  loan and  included in the overall  allowance  for loan loss  reserves.
There were no nonaccrual or impaired loans in the first quarter of 2001.In April
2002, the property  collateralizing  this loan was acquired through  foreclosure
and transferred to Foreclosed Real Estate at estimated fair value less estimated
selling  costs.  A loan charge off of $150,000 was recorded in April against the
allowance for loan loss reserves in connection with this transfer.  The property
is actively being marketed for sale.

All Other Assets
----------------

The following  table sets forth the composition of all other assets in the table
on page 14:

                                                At March 31,     At December 31,
                                                ------------     ---------------
($ in thousands)                                   2002               2001
--------------------------------------------------------------------------------
Accrued interest receivable                      $ 3,767            $ 3,202
Loans fee receivable                               3,095              2,679
Premises and equipment, net                        6,412              6,042
Deferred income tax asset                          1,411              1,236
Deferred debenture offering costs, net             3,603              3,396
All other                                            267                259
--------------------------------------------------------------------------------
                                                 $18,555            $16,814
--------------------------------------------------------------------------------


                                       15
<PAGE>

Accrued interest receivable fluctuates based on the amount of loans, investments
and  other  interest-earning  assets  outstanding  and the  timing  of  interest
payments received.

Loan fees receivable are fees due to the Company in accordance with the terms of
mortgage  loans.  Such amounts are generally due upon the full  repayment of the
loan.  This fee is recorded as deferred  income at the time a loan is originated
and is then amortized to interest income over the life of the loan. The increase
was due to an increase in mortgage loan originations.

Premises and equipment  increased due to the purchase  ($375,000) of property by
the Bank that is across from its Court  Street  branch  office in Florida.  This
property was purchased primarily to provide additional parking for the branch.

The deferred income tax asset relates primarily to the unrealized tax benefit on
the Company's allowance for loan loss reserves, depreciation, and organizational
start-up  costs.  These  charges  have been  expensed  for  financial  statement
purposes,  but are not all currently  deductible  for income tax  purposes.  The
ultimate  realization of the deferred tax asset is dependent upon the generation
of sufficient  taxable  income by the Company  during the periods in which these
temporary  differences become deductible for tax purposes.  Management  believes
that it is more likely than not that the  Company's  deferred  tax asset will be
realized and accordingly,  a valuation  allowance for deferred tax assets is not
maintained.

Deferred debenture offering costs consist primarily of underwriters' commissions
and are  amortized  over the terms of the  debentures.  The  increase was due to
additional  costs  incurred with the sale of new debentures in 2002 by Intervest
Corporation of New York, partially offset by normal amortization.

Deposit Liabilities
-------------------

Deposit   liabilities   increased  to  $404,019,000  at  March  31,  2002,  from
$362,437,000 at December 31, 2001,  primarily  reflecting a $30,665,000 increase
in money market  accounts.  At March 31, 2002,  certificate of deposit  accounts
totaled $246,760,000 and demand deposit,  savings, NOW and money market accounts
aggregated  $157,259,000.  The  same  categories  of  deposit  accounts  totaled
$241,465,000 and $120,972,000,  respectively,  at December 31, 2001. Certificate
of  deposit  accounts  represented  61% of total  deposits  at March  31,  2002,
compared to 67% at year-end 2001.

Debentures Payable and Related Accrued Interest Payable
-------------------------------------------------------

At March 31,  2002,  debentures  payable  amounted to  $79,180,000,  compared to
$73,430,000  at year-end  2001.  The  increase  was due to the sale in the first
quarter of  additional  debentures  (Series  1/17/02  maturing at various  times
through  October  1,  2009)  by  Intervest  Corporation  of  New  York  totaling
$5,750,000  (as part of its normal  funding of its mortgage loan  originations).
The sale of the debentures,  after underwriter's  commissions and other issuance
costs, resulted in net proceeds of $5,325,000.

At March 31, 2002, Intervest  Corporation of New York had $68,750,000  principal
amount of debentures payable outstanding and the Holding Company had $10,430,000
principal  amount of debentures  payable  outstanding,  of which $6,930,000 were
convertible  into the Holding  Company's Class A common stock. At March 31, 2002
and December 31, 2001, the Holding Company,  through its wholly owned subsidiary
Intervest  Statutory Trust I, has Trust Preferred  Securities (Junior Debentures
Payable) totaling  $15,000,000 that qualify as regulatory  capital. In the first
quarter  of 2002,  Intervest  Corporation  of New York  notified  holders of its
Series  06/28/99  debentures  due July 1, 2002 that  those  debentures  would be
redeemed on April 1, 2002. On such date,  those  debentures  were redeemed for a
total of $3,086,000,  which is comprised of $2,500,000 of principal and $586,000
of accrued interest.

At March 31,  2002,  accrued  interest  payable on all  debentures  amounted  to
$12,474,000, compared to $11,480,000 at year-end 2001. Nearly all of the accrued
interest payable is due and payable at the maturity of various debentures. For a
further  discussion  of all the  debentures,  including  conversion  prices  and
redemption premiums,  see notes 7 and 9 to the consolidated financial statements
included in the  Company's  Annual Report to  Stockholders  on Form 10-K for the
year ended December 31, 2001.

Note Payable
------------

In connection  with the purchase of property by the Bank that is across from its
Court Street branch office in Florida as described above, the Bank issued a note
payable to the seller for  $275,000.  The note  matures in  February of 2017 and
calls for monthly payments of principal and interest at 7% per annum.

                                       16
<PAGE>


All Other Liabilities
---------------------

The following table shows the composition of all other  liabilities in the table
on page 14:

                                                At March 31,     At December 31,
($ in thousands)                                   2002               2001
--------------------------------------------------------------------------------
Mortgage escrow funds payable                   $ 7,085             $4,253
Official checks outstanding                       1,603              3,219
Accrued interest payable on deposits                797                817
Income taxes payable                                784                772
All other                                         1,054                819
--------------------------------------------------------------------------------
                                                $11,323             $9,880
--------------------------------------------------------------------------------

Mortgage escrow funds payable  represent  advance payments made by borrowers for
taxes and  insurance  that are  remitted  by the Company to third  parties.  The
increase  reflects the timing of payments to taxing  authorities  as well as the
growth in the loan portfolio.  The level of official checks  outstanding  varies
and fluctuates based on banking activity.

Stockholders' Equity and Regulatory Capital
-------------------------------------------

Stockholders'   equity   increased  to  $41,699,000  at  March  31,  2002,  from
$40,395,000  at December  31,  2001.  The  increase  was due to net  earnings of
$1,248,000,  the issuance of 11,500  shares of common stock upon the exercise of
Class A common  stock  warrants  for total  proceeds of  $76,000,  and a $26,000
decrease in unrealized gains, net of tax, on securities available for sale.

The Bank is a well-capitalized institution as defined in the regulations,  which
require minimum Tier 1 leverage and Tier 1 and total risk-based ratios of 5%, 6%
and 10%, respectively.  Management believes that there are no current conditions
or  events   outstanding  which  would  change  the  Bank's   designation  as  a
well-capitalized institution. See note 4 to the condensed consolidated financial
statements in this report for the Bank's capital ratios.


                         Liquidity and Capital Resources
                         -------------------------------

The Company manages its liquidity position on a daily basis to assure that funds
are  available to meet  operations,  loan and  investment  funding  commitments,
deposit  withdrawals and the repayment of borrowed funds. The Company's  primary
sources of funds consist of retail deposits obtained through the Bank's offices,
satisfactions  and repayments of loans,  the maturities and calls of securities,
and cash  provided by  operating  activities.  The Company may also borrow funds
through the federal funds market or sale of debentures.  For  information  about
the cash flows from the Company's operating, investing and financing activities,
see the condensed consolidated statements of cash flows in this report.

At  March  31,  2002,  the  Company's   total   commitment  to  lend  aggregated
approximately  $53,000,000.  Based on its cash  flow  projections,  the  Company
believes  that  it  can  fund  all  of  its  outstanding  commitments  from  the
aforementioned sources of funds.

                               Interest Rate Risk
                               ------------------

Interest  rate risk  arises  from  differences  in the  repricing  of assets and
liabilities  within a given time period.  The primary objective of the Company's
asset/liability  management strategy is to limit, within established guidelines,
the adverse  impact of changes in interest  rates on the  Company's net interest
income  and  capital.  The  Company  uses "gap  analysis,"  which  measures  the
difference between interest-earning assets and interest-bearing liabilities that
mature or reprice  within a given time  period,  to monitor  its  interest  rate
sensitivity. At March 31, 2002, the Company's one-year interest-rate sensitivity
gap was a positive $41,243,000,  or 7.3% of total assets, compared to a positive
$31,738,000,  or 6.2%,  at December 31, 2001.  In computing the gap, the Company
treats its  interest  checking,  money  market and savings  deposit  accounts as
immediately  repricing.  For a further  discussion of interest rate risk and gap
analysis,  including all of the  assumptions  used in  developing  the Company's
one-year gap position,  see the Company's 2001 Annual Report to  Stockholders on
Form 10-K, pages 31 and 32.

                                       17
<PAGE>

              Comparison of Results of Operations for the Quarters
              ----------------------------------------------------
                          Ended March 31, 2002 and 2001
                          -----------------------------

Overview
--------

Consolidated  net  earnings  in the  first  quarter  of 2002  increased  115% to
$1,248,000,  or $0.30 per fully diluted share, from $581,000, or $0.15 per fully
diluted  share,  in the first quarter of 2001. The growth was due to an increase
of $1,575,000 in net interest and dividend income  resulting from an increase in
mortgage loans and lower interest expense.  These items were partially offset by
a higher  provision for income taxes of $474,000 and a provision for loan losses
of $346,000, largely due to loan growth during the quarter.

Selected information regarding results of operations for the Holding Company and
its subsidiaries for the first quarter of 2002 follows:
<TABLE>

                                                                                      Intervest
                                                                        Intervest   Corporation   Intervest      Inter-
                                                              Holding    National        of New   Statutory     Company
($ in thousands)                                              Company        Bank          York     Trust I    Balances Consolidated
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>         <C>         <C>          <C>
Interest and dividend income                                  $   244      $ 7,523      $ 1,981     $   382     $  (419)     $ 9,711
Interest expense                                                  668        3,963        1,491         370        (419)       6,073
                                                              ----------------------------------------------------------------------
Net interest and dividend (expense) income                       (424)       3,560          490          12           -        3,638
Provision for loan loss reserves                                    -          328           18           -           -          346
Noninterest income                                                 50          205          338           -        (319)         274
Noninterest expenses                                               91        1,358          320          12        (319)       1,462
                                                              ----------------------------------------------------------------------
Earnings (loss) before taxes                                     (465)       2,079          490           -           -        2,104
Provision (credit) for income taxes                              (213)         844          225           -           -          856
------------------------------------------------------------------------------------------------------------------------------------
Net (loss) earnings                                           $  (252)     $ 1,235      $   265         $ -        $  -      $ 1,248
------------------------------------------------------------------------------------------------------------------------------------
Dividends received (paid) (1)                                 $   375      $  (375)        $  -         $ -        $  -         $  -
------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)      The Bank pays a monthly  dividend of $125,000 to the Holding Company in
         order  to   provide   funds  for  the  debt   service   on  the  Junior
         Debentures-Capital  Securities (the proceeds of which were  contributed
         to the Bank as capital in December 2001).
</FN>
</TABLE>

Net Interest and Dividend Income
--------------------------------

Net interest and dividend income is the Company's primary source of earnings and
is   influenced   primarily   by  the   amount,   distribution   and   repricing
characteristics of its interest-earning assets and interest-bearing  liabilities
as well as by the relative levels and movements of interest rates.

Net interest and dividend income increased to $3,638,000 in the first quarter of
2002,   from  $2,063,000  in  the  first  quarter  of  2001.  The  increase  was
attributable to growth of $97,145,000 in the Company's average  interest-earning
assets  and an  increase  in the net  interest  margin  from  2.01% in the first
quarter of 2001, to 2.87% in the first quarter of 2002.

The growth in earning assets was due to $117,090,000 in new mortgage loans.  The
loans were funded by  $61,908,000  of new  deposits,  $28,598,000  of additional
borrowed funds and a net reduction in security and other short-term  investments
aggregating $19,945,000.

The increase in the margin was due to the Company's cost of funds  decreasing at
a faster pace than its yield  earned on  interest-earning  assets in a declining
interest rate  environment.  The yield on  interest-earning  assets decreased 79
basis  points to 7.67% in the first  quarter  of 2002 due to lower  rates on new
mortgage  loans  originated,  and  lower  yields  earned on  security  and other
short-term investments. The cost of funds decreased 183 basis points to 5.25% in
the first quarter of 2002 primarily due to lower rates paid on deposit  accounts
and rate decreases on floating-rate debentures. The floating-rate debentures are
indexed to the JPMorgan  Chase Bank prime rate,  which  decreased by a total 475
basis points from January 2001 to March 2002.

The following  table provides  information on average  assets,  liabilities  and
stockholders' equity;  yields earned on interest-earning  assets; and rates paid
on interest-bearing  liabilities for the periods indicated. The yields and rates
shown are based on a computation  of  income/expense  (including any related fee
income  or  expense)  for  each  period  divided  by  average   interest-earning
assets/interest-bearing  liabilities  during each period.  Average  balances are
derived mainly from daily balances.  Net interest margin is computed by dividing
net interest and dividend income by the average of total interest-earning assets
during each period.

                                       18
<PAGE>

<TABLE>

                                                                                  Quarter Ended
                                                  ----------------------------------------------------------------------------------
                                                               March 31, 2002                        March 31, 2001
                                                  ----------------------------------------------------------------------------------
                                                       Average      Interest   Yield/          Average     Interest   Yield/
($ in thousands)                                       Balance     Inc./Exp.    Rate           Balance     Inc./Exp.   Rate
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>       <C>             <C>           <C>       <C>
Assets
Interest-earning assets:
   Loans                                               $387,397      $8,820    9.23%           $270,307      $6,603    9.91%
   Securities                                           114,764         842    2.98             102,832       1,496    5.90
   Other interest-earning assets                         11,043          49     1.80             42,920         585    5.53
------------------------------------------------------------------------------------------------------------------------------------
Total interest-earning assets                           513,204      $9,711    7.67%            416,059      $8,684    8.46%
------------------------------------------------------------------------------------------------------------------------------------
Noninterest-earning assets                               14,100                                  12,312
------------------------------------------------------------------------------------------------------------------------------------
Total assets                                           $527,304                                $428,371
------------------------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
Interest-bearing liabilities:
   Interest checking deposits                           $ 9,563        $ 61    2.60%            $ 6,960        $ 53    3.09%
   Savings deposits                                      26,841         192    2.90              16,308         208    5.17
   Money market deposits                                 89,227         636    2.89              57,595         755    5.32
   Certificates of deposit                              241,773       3,033    5.09             224,633       3,590    6.48
------------------------------------------------------------------------------------------------------------------------------------
Total deposit accounts                                  367,404       3,922    4.33             305,496       4,606    6.11
------------------------------------------------------------------------------------------------------------------------------------
   Federal funds purchased                                  344           2    1.96                   -           -       -
   Debentures and related interest payable               86,652       1,773    8.30              73,542       2,015   11.11
   Junior debentures - capital securities                15,000         374   10.10                   -           -       -
   Note payable                                             144           2    6.91                   -           -       -
------------------------------------------------------------------------------------------------------------------------------------
Total borrowed funds                                    102,140       2,151    8.54              73,542       2,015   11.11
------------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities                      469,544      $6,073    5.25%            379,038      $6,621    7.08%
------------------------------------------------------------------------------------------------------------------------------------
Noninterest-bearing deposits                              6,151                                   5,513
Noninterest-bearing liabilities                          10,783                                   6,994
Stockholders' equity                                     40,826                                  36,826
------------------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity             $527,304                                $428,371
------------------------------------------------------------------------------------------------------------------------------------
Net interest and dividend income/spread                              $3,638    2.42%                         $2,063    1.38%
------------------------------------------------------------------------------------------------------------------------------------
Net interest-earning assets/margin                      $43,660                2.87%            $37,021                2.01%
------------------------------------------------------------------------------------------------------------------------------------
Ratio of total interest-earning assets
   to total interest-bearing liabilities                   1.09x                                   1.10x
------------------------------------------------------------------------------------------------------------------------------------
Other Ratios:
  Return on average assets (1)                             0.95%                                   0.54%
  Return on average equity  (1)                           12.23%                                   6.31%
  Noninterest expense to average assets (1)                1.11%                                   1.24%
  Efficiency ratio (2)                                    37.37%                                  57.89%
  Average stockholders' equity to average assets           7.74%                                   8.60%
------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  Annualized
(2)  Defined as  noninterest  expenses as a percentage  of net  interest  income
     before the provision for loan losses plus noninterest income.
</FN>
</TABLE>

Provision for Loan Loss Reserves
--------------------------------

In the first quarter of 2002,  the Company  recorded a provision for loan losses
of  $346,000,  compared  to no  provision  in the  first  quarter  of 2001.  The
provision for loan loss reserves is based on management's  ongoing assessment of
the  adequacy  of the  allowance  for  loan  loss  reserves,  which  takes  into
consideration  a number of factors as discussed  on page 15 of this report.  The
provision for the 2002 first quarter was primarily due to the growth in the loan
portfolio of $36,989,000 during the quarter.

Noninterest Income
------------------

Noninterest  income includes fees from customer  service charges and income from
mortgage  lending  activities,  which is  comprised  mostly of income  from loan
prepayments,  fees  earned  on  expired  loan  commitments,  and  loan  service,
inspection and maintenance charges.  Noninterest income increased to $274,000 in
the first quarter of 2002,  from  $224,000 in the first quarter of 2001,  due to

                                       19
<PAGE>

higher  income and fees from the  prepayment  of mortgage  loans.  The number of
instances of prepayment of mortgage  loans tends to increase  during  periods of
declining  interest  rates and tends to decrease  during  periods of  increasing
interest rates, although the amount and timing of prepayments, if any, cannot be
predicted.

Noninterest Expenses
--------------------

Noninterest  expenses increased to $1,462,000 in the first quarter of 2002, from
$1,259,000  in  the  comparable  quarter  of  2001,   exclusive  of  $65,000  of
nonrecurring  expenses  associated  with  the  merger  of  Intervest  Bank  into
Intervest  National Bank in 2001.  The increase of $203,000 was largely due to a
$90,000 increase in compensation and benefits (primarily due to salary increases
and additional staff) and a $83,000 increase in data processing expenses (due to
growth in Intervest National Bank's assets).

Provision for Income Taxes
--------------------------

The  provision  for income  taxes  amounted to $856,000 in the first  quarter of
2002, compared to $382,000 in the first quarter of 2001. The Company's effective
tax rate  (inclusive  of state and local  taxes)  amounted  to 40.7% in the 2002
period, compared to 39.7% in the 2001 period.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Market  risk is the risk of loss  from  adverse  changes  in market  prices  and
interest rates.  The Company's  market risk arises  primarily from interest rate
risk inherent in its lending and deposit-taking  activities, and the issuance of
its  debentures.  The  Company has not  engaged in and  accordingly  has no risk
related to trading accounts, commodities or foreign exchange. The measurement of
market risk  associated  with financial  instruments is meaningful only when all
related and offsetting on-and off-balance sheet transactions are aggregated, and
the resulting net positions are identified.  Disclosures about the fair value of
financial  instruments as of December 31, 2001,  which reflect changes in market
prices  and  rates,  can be  found  in  note  20 to the  consolidated  financial
statements  included in the Company's Annual Report to Stockholders on Form 10-K
for the year ended December 31, 2001.

Management  actively  monitors  and manages  the  Company's  interest  rate risk
exposure.  The primary  objective  in managing  interest  rate risk is to limit,
within established  guidelines,  the adverse impact of changes in interest rates
on the Company's net interest income and capital,  while adjusting the Company's
asset-liability structure to obtain the maximum yield versus cost spread on that
structure.  Management  relies  primarily  on its  asset-liability  structure to
control  interest  rate risk.  However,  a sudden and  substantial  increase  in
interest rates could adversely impact the Company's earnings, to the extent that
the  interest  rates borne by assets and  liabilities  do not change at the same
speed, to the same extent, or on the same basis.  Management believes that there
have been no  significant  changes in the Company's  market risk exposure  since
December 31, 2001.

PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings
         Not Applicable

ITEM 2.  Changes in Securities and Use of Proceeds
(a)      Not Applicable
(b)      Not Applicable
(c)      Not Applicable

ITEM 3.  Defaults Upon Senior Securities
         Not Applicable
ITEM 4.  Submission of Matters to a Vote of Security Holders

(a)      Not Applicable
(b)      Not Applicable
(c)      Not Applicable
(d)      Not Applicable


                                       20
<PAGE>

ITEM 5.  Other Information
         Not Applicable


ITEM 6.  Exhibits and Reports on Form 8-K

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

                                   Signatures

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


INTERVEST BANCSHARES CORPORATION AND SUBSIDIARIES

Date: April  25, 2002              By:   /s/ Lowell S. Dansker
                                         ---------------------------------------
                                             Lowell S. Dansker,  President  and
                                             Treasurer (Chief Financial Officer)

Date:  April 25, 2002              By:   /s/ Lawrence G. Bergman
                                         ---------------------------------------
                                             Lawrence G. Bergman, Vice President
                                             and Secretary





                                       21