EXHIBIT 14.2

                        INTERVEST BANCSHARES CORPORATION
                      CEO/FINANCIAL OFFICER CODE OF ETHICS

     Intervest  Bancshares Corporation ("Intervest") recognizes that the conduct
of our Chief Executive Officer and our senior financial officers - our Treasurer
and  our  Controller  -  is  critical  to Intervest's commitment to maintain the
highest  standards  of  professional  conduct  by  requiring personal integrity,
fairness,  honesty and good judgment from its officers and employees.  The Chief
Executive  Officer  and  senior  financial officers have a critical role in both
promoting  these  principles by adherence to these principles themselves, and in
ensuring  that  a  culture exists throughout the company as a whole that ensures
the  fair  and  timely reporting of Intervest's financial results and condition.

     Accordingly,  our Chief Executive Officer and senior financial officers are
bound  by  the following CEO/Financial Officer Code of Ethics, together with the
Code  of  Ethics  of  Intervest  National  Bank:

          -    Act  with  honesty  and  integrity,  avoiding  actual or apparent
               conflicts of interest in personal and professional relationships.

          -    Provide  information  that  is  accurate,  complete,  objective,
               relevant,  timely  and  understandable  to  ensure  full,  fair,
               accurate,  timely  and  understandable  disclosure in reports and
               documents  that  Intervest  files with, or submits to, government
               agencies,  including  the Securities and Exchange Commission, the
               Federal  Reserve  Board, and the Comptroller of the Currency, and
               in other public communications made by Intervest.

          -    Comply  with  all  applicable  laws,  rules  and  regulations  of
               federal,  state,  provincial  and  local  governments,  and other
               appropriate private and public regulatory agencies.

          -    Promptly  report  to  the  Compliance  Officer  and  the Chairman
               of  the  Audit Committee any conduct that the individual believes
               to  be a violation of any provision of this CEO/Financial Officer
               Code  of  Ethics,  including any transaction or relationship that
               reasonably could be expected to give rise to such a conflict.

     Violations of this CEO/Financial Officer Code of Ethics, including failures
to  report  potential  violations  by  others,  will  be  viewed  as  a  severe
disciplinary  matter  that may result in personnel action, including termination
of  employment.  Pursuant  to  our  Non-Retaliation Policy For Employees, if you
believe  that  a  violation  of  the  CEO/Financial  Officer  Code of Ethics has
occurred,  please  contact  our  Compliance  Officer,  Lowell  S.  Dansker,  the
President  of  the  Company  at  212-218-2800,  or  the  Chairman  of  our Audit
Committee, Mr. Michael Callen, at 301-299-4012.

It  is a violation of Intervest's Non-Retaliation Policy for anyone to retaliate
against  any  employee  for  good  faith  reporting  of  violations  of  this
CEO/Financial  Officer  Code  of  Ethics.


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