EXHIBIT 14.1
                        INTERVEST BANCSHARES CORPORATION
                                 CODE OF CONDUCT

Public  confidence  in  Intervest  Bancshares  Corporation  and its subsidiaries
(collectively,  the  "Company")  is  important  for  our  success.  A  company's
reputation  for "integrity" is a valuable asset and is influenced by the conduct
of  its officers, directors and employees. Each of us must avoid situations that
might  cause  a  conflict  of  interest  between the Company, our customers, our
shareholders  and  our  employees.

The  following  represents  the  policy  statement  and  Code of Conduct for all
employees,  officers  and  directors  (collectively  referred  to  herein  as
"employees")  of  Intervest Bancshares Corporation and each of its subsidiaries.

Persons who violate this Code of Conduct will be subject to disciplinary action,
up to and including termination of employment. Violations of law also may result
in  civil  and  criminal  penalties  for  those  involved.

No  waiver  of any requirement of this Code of Conduct for any executive officer
or  member  of  the  Board  of  Directors  may  be  made  except  by  action  of
disinterested  members  of  the  Board  of  Directors.  Any  such waiver must be
reported  to  the  Company's  stockholders  and regulators as required by law or
stock  exchange  regulations.

If  you  believe  that  you  or  others  may  be  involved  in  any  activity or
relationship  that  violates  this  Code  of  Conduct,  or  if you are otherwise
required  to  report  or  disclose  information  under this Code of Conduct, you
should  follow  the  procedures described below under the heading "Reporting and
Disclosure".

LAWS AND REGULATIONS

The  Company  is  committed to strict compliance with all federal and state laws
and  regulations  that are applicable to its business. It is emphasized that all
employees  must  comply  with  all directives and regulations of the appropriate
bank  regulatory  agencies  and  with  the  Company's  compliance  manuals  and
procedures,  as  well as all federal and state statutory requirements, including
those  imposed  under  the  Bank  Secrecy  Act.

Any  questions  regarding  federal  and  state  laws  and  regulations should be
directed  to  an  officer  of  the  Company.

RECORDS AND FINANCIAL REPORTING

All of the Company's books, financial statements, and records must be maintained
in  reasonable detail, must appropriately reflect the Company's transactions and
must  comply  with  applicable  legal  and  internal  control  requirements. All
individuals  who provide information to the Company for inclusion in reports and
documents  that  the  Company  files  with,  or submits to, government agencies,
including  the  Securities  and  Exchange  Commission,  and  in  other  public
communications  made by the Company, shall provide information that is accurate,
complete, objective, relevant, timely and understandable. No person may directly
or  indirectly  take any action to fraudulently influence, coerce, manipulate or
mislead  the  Company's independent public auditors for the purpose of rendering
the  financial  statements  of  the  Company  false  or  misleading.

PERSONAL CONDUCT

Ethical  behavior means both personal adherence to the highest ethical standards
and  refusal to "look the other way" when confronted with the unethical behavior
of  others.  For  this  reason,  among  others,  the  following  activities  are
considered  unethical  and  violate  Company  policies  and  procedures:


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1.  Willfully  engaging  in  a  Company-related  transaction with known criminal
individuals, or with customers who refuse to provide evidence of their identity;

2.  Failing  to  report to management any known or suspected illegal transaction
or  action  initiated  by  a  customer  or  employee;

3.  Withholding  information  from  Company  management  which  would  expose an
attempt to involve the Company in an unlawful transaction or indicate an attempt
to  deceive  law  enforcement  agencies  (e.g.,  money  laundering).

CONFIDENTIALITY

An employee may use confidential information only in the course of the Company's
business.  Confidential  information includes financial, personnel, and personal
information  on  customers,  prospective  customers,  suppliers,  employees,  or
applicants.

Confidential  information  should  be discussed only within the Company and only
with  those  who  need  to  be  aware  of  such  information.  In  no  event may
confidential  information  be shared or made available to individuals outside of
the  Company without management approval, or used for an employee's own personal
gain. Termination of one's employment does not end the employee's responsibility
to  regard  information  as  confidential.

Confidential  financial  or other proprietary information concerning the Company
should  not  be disclosed to outsiders until it has been published in reports to
security  holders  or  otherwise  made  generally  available  to  the  public.

CONFLICTS OF INTEREST

A  "conflict  of  interest"  exists  when  an  individual's  personal  interests
interfere  with  the  interests  of the Company.  A conflict situation can arise
when  an  employee  takes actions or has interests that may make it difficult to
perform  his  or  her  work  for  the  Company  objectively  and  efficiently.

Among  other  things, an employee may not use his or her position, influence, or
Company  assets  for personal gain. Employees may not solicit or accept anything
of  value  from  anyone  in  return  for  any  business  service or confidential
information  of  the  Company. Furthermore, each employee must manage his or her
personal  and  business  affairs  so  as  to avoid situations that might lead to
conflict  or  even suspicion of a conflict between self-interest and duty to the
Company,  customers,  and  stockholders.

An  employee  is required to disclose any material interest in the business of a
borrower,  applicant,  customer,  vendor  or  supplier.

INSIDER TRADING

Federal  law  prohibits persons in possession of material non-public information
from  trading based on that information, or from "tipping" others who might make
an  investment decision based on that information. "Material" information is any
information  that  a  reasonable  investor  would likely consider important in a
decision  to  buy,  hold,  or  sell securities - in short, any information which
could reasonably affect the price of the securities.  All non-public information
about  the  Company  should  be  considered  confidential  information.

OUTSIDE AFFILIATIONS

The  Company  recognizes  the  value  to  itself,  to  the  employee  and to the
communities  we  serve of having our employees accept outside affiliations where
the  circumstances  are appropriate, no real or apparent conflict of interest is
involved,  and  participation  does  not  adversely  affect  the


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employee's  job  performance.  Employees must obtain the prior approval of their
respective  supervisors  before  accepting  outside  affiliations.  Officers and
directors must obtain the approval of the Board of Directors in any circumstance
where  an outside affiliation is with any entity that competes with the Company.

LETTERS AND SPEAKING ENGAGEMENTS

When  an  employee  writes letters to newspapers and public officials concerning
issues  of  general  interest  or  accepts an invitation to speak before a civic
group,  he  or  she  must  obtain  prior  approval from management if his or her
communication  might  be construed as representing the Company's position on any
subject.  Such approval may not be granted if the topics deal with the Company's
internal  affairs  or  organization.

POLITICAL ACTIVITIES

Employees  are  encouraged to keep well informed concerning political issues and
candidates,  and to take an active interest in all such matters. However, if any
employee  engages  in  any  political  activity,  he  or  she  must  do so as an
individual  and  not  as  a  representative  of  the  Company. Campaigning, fund
raising,  and  other  partisan  political  activities  must  be  conducted on an
employee's  own  time.  An employee must obtain the prior approval of his or her
supervisor  before  seeking  public office or accepting an appointment to public
office.

CHARITABLE AND POLITICAL CONTRIBUTIONS

Employee  contributions  to  political  or  charitable  organizations may not be
solicited  on  Company  premises  or  during  working  hours  without management
approval.

The  Company will not reimburse employees for personal expenses incurred for the
support  of  political  activities  or  organizations.

These restrictions are not intended to discourage employees from making personal
contributions  to political candidates or parties. No pressure, either direct or
indirect,  will  be used by the Company that infringes on an employee's right to
decide  to  whom  personal  political  contributions  will  be  made.

PERSONAL FINANCES

Because  the  Company's  reputation  rests  in part on our ability to manage our
customers'  funds  intelligently,  our  employees  are  expected to manage their
personal  finances  in  an  intelligent  and  prudent  manner.

To  avoid  a  potential  conflict of interest - and to avoid imposing a wrongful
burden  on  a  customer,  supplier,  or  staff  member  -employees  should avoid
situations  which  may  be  perceived  as  inappropriate.

Selling or leasing personal goods or services to a customer when the transaction
is  based  on  preferential  terms  is  prohibited.

Decisions  to  invest  either directly, or indirectly, in a customer or supplier
should  not  be based on information obtained as a result of employment with the
Company.

GIFTS AND GRATUITIES

The  Bank  Bribery  Act makes it a federal crime for any employee of a financial
institution to corruptly seek or accept anything of value in connection with the
transaction  of business with the intent to influence or to be influenced in the
transaction  of  that  business.  The  guidelines  contained in this section are
designed to help employees guard against any real or apparent violations of this
law.


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Except  as set forth below, an employee and members of his or her family may not
accept  gifts,  fees,  services,  or  entertainment  from customers, prospective
customers,  or suppliers. This includes special discounts, free services, or any
concessions  from  attorneys,  insurance  agents,  real estate agents, brokerage
houses,  and  salespeople.

An  employee  may  not accept a bequest under a customer's will or as a personal
representative  of  a customer's estate, unless the customer is a family member.

An employee who is offered or receives something of value beyond that authorized
is  required  to  disclose  this  fact  in  accordance  with  the  reporting and
disclosure  procedures  described  below.

Notwithstanding these general prohibitions, an employee may accept the following
things  of  nominal  value  in  connection  with  the  Company's  business.

1.  Gifts,  gratuities, amenities, or favors based on obvious family or personal
relationships  (such  as  those  between parents, children, or spouses) when the
circumstances  make  it clear that these relationships, rather than the business
of  the  Company,  are  the  motivating  factors;

2.  Meals, refreshments, or entertainment of reasonable value in the course of a
meeting  or  other  occasion, the purpose of which is to hold bona fide business
discussions,  provided  that such expenses would otherwise have been paid for by
the  Company  as  reasonable  business  expenses;

3.  Loans from other financial institutions on customary terms to finance proper
and  usual  activities  of  employees,  such as home mortgage loans, except when
prohibited  by  law;

4.  Advertising  or promotional material of nominal value such as pens, pencils,
note  pads,  key  chains,  calendars,  and  similar  items;

5.  Discounts  or  rebates  on  merchandise or services that do not exceed those
available  to  other  customers;

6.  Gifts  of  reasonable  value  related  to  commonly  recognized  events  or
occasions,  such  as  a  promotion, new job, wedding, retirement, holiday gifts;

7.  Civic,  charitable,  educational,  or  religious  organizational  awards
(exclusive  of  honorariums)  for  recognition  of  service and accomplishments;

8.  Other  benefits  or  items  of  value,  when  approved,  in  writing,  on  a
case-by-case  basis.

Without  limiting  the  above  requirements,  all  employees  must act in strict
compliance  with  all legal requirements relating to political contributions and
business  procurement  activities,  including  without  limitation  the  Foreign
Corrupt  Practices Act.  Bribery, kickbacks, and illegal payments or benefits of
any  kind  are  strictly  prohibited.

REPORTING AND DISCLOSURE

Should an employee be unsure of, or become personally involved in, any situation
that  may  violate  the  requirements  or  the spirit of this Code of Conduct or
appears  to  violate his or her understanding of this Code of Conduct, he or she
should  report  those  situations  as  described  below.

Employees  are  required  to  disclose  all  potential  conflicts  of  interest,
including  inadvertent  ones  that  arise  because  of  business  or  personal
relationships  with  customers, suppliers, business associates or competitors of
the  Company.

If  an employee is aware of any situation among his or her fellow employees that
appears  to  violate  his or her understanding of the Code of Conduct, he or she
should  also  report  that  situation  as  described  below.


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Persons  becoming  aware  of  illegal  or  unethical behavior should discuss the
situation:  (a)  in  the case of an employee, with his or her direct supervisor,
(b)  in the case of an officer or director, with the Board of Directors, and (c)
in  the  case  of  a  contractor,  representative, consultant or agent, with the
Company  employee responsible for their relationship with the Company. When this
Code  of  Conduct requires disclosure and approval, the situation or transaction
must  be  promptly  reported  in  the  same way. The applicable supervisor shall
conduct  a review, take appropriate action, and keep a record of the same. Where
appropriate,  the  supervisor  may  choose to raise the matter with the Board of
Directors.  Company  policy prohibits retaliation of any kind against any person
who  in  good  faith  reports  any violation of this Code of Conduct, and if the
situation  warrants  anonymity,  the  reporting  person's  identity will be kept
secret.

Persons wishing to submit a notification anonymously may do so by delivering the
notification  to  the  Audit  Committee  of  Intervest Bancshares Corporation, 1
Rockefeller  Plaza,  Suite  400,  New  York,  New  York  10020.

OTHER POLICIES AND PROCEDURES

This  Code  of  Conduct does not supersede any policies and procedures which the
Company may have adopted with respect to any specific topic. Should you have any
questions  or  concerns  regarding this Code or any other policy or procedure of
the  Company,  please  discuss  them  with  your supervisor or an officer of the
Company.

CONCLUSION

Let  caution,  common  sense,  and  this  Code be your guides if you encounter a
questionable  situation. Remember that if you consider a situation questionable,
it  is  likely  that  someone  else  will,  too.

The  Company  attempts  to create a unity of purpose among staff members through
open  and effective communication, a friendly and professional work environment,
excellent  benefits,  challenging  work  and  opportunities  for advancement. An
essential  part  of  this  unity  of  purpose  must be our commitment to ethical
conduct.



I,  ____________________________________ certify that I have read and understand
the  Code  of  Conduct  policy  of  Intervest  Bancshares  Corporation  and  its
subsidiaries  and  agree  to  abide  by  its  provisions.


Signed:  _____________________________

Date:    _____________________________


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              ADDENDUM TO INTERVEST BANCSHARES CORPORATION CODE OF
                                    CONDUCT
          ADDITIONAL REQUIREMENTS FOR CEO AND SENIOR FINANCIAL OFFICERS

     The chief executive officer, principal accounting officer, and all other
senior financial officers (the "Senior Officers") of Intervest Bancshares
Corporation and its subsidiaries (collectively, the "Company") are bound by all
of the provisions of the Company's Code of Conduct, including among others those
related to honest and ethical conduct, compliance with applicable laws, rules,
and regulations, and ethical handling of actual or apparent conflicts of
interest relating to personal and professional relationships.  In addition, such
Senior Officers must comply with the following specific policies:

          -     Senior Officers are responsible for the full, fair, accurate,
     timely and understandable disclosure in reports and documents that the
     Company files with, or submits to, the Securities and Exchange Commission,
     and in other public communications made by the Company. Senior Officers
     must cooperate fully with the disclosure process. As part of that process,
     Senior Officers who become aware of material information that affects the
     Company's disclosure obligations must ensure that the information is
     brought to the attention of the individuals involved in preparing such
     reports and documents on a timely basis.

          -     If a Senior Officer has information concerning significant
     deficiencies in the design or operation of the Company's disclosure process
     that may materially adversely affect proper disclosure of material
     information, or in the Company's internal controls that may materially
     adversely affect accurate processing and reporting of financial data, such
     Senior Officer shall promptly bring such information to the attention of
     the Audit Committee.

          -     Senior Officers shall promptly bring to the attention of the
     Chief Executive Officer and Audit Committee any information concerning
     violations of the Company's Code of Conduct by any persons who have
     significant roles in matters involving disclosure or internal financial
     controls, including among others violations involving illegal activity,
     fraud, misrepresentation, or conflicts or apparent conflicts of interest.
     In addition, they shall promptly bring to the attention of the Chief
     Executive Officer and Audit Committee information concerning any material
     violation of legal requirements, including without limitation any violation
     of securities laws.

The Board of Directors will hold Senior Officers accountable for their adherence
to the Code of Conduct and this Addendum.  The Company's Board of Directors or
its designee will gather all relevant information and will determine appropriate
actions to be taken in the event of violations.  Such determinations may take
into account the nature of the violation, whether there was a pattern of
misconduct, whether the violation was intentional, and other relevant factors.
Actions taken in response to violations shall be designed to promote
accountability for adherence to the Code of Conduct.  Disciplinary action may
include termination of employment.  Violations may also constitute violations of
law and may result in civil and criminal penalties for the individual involved.


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