REGISTRATION NO. _______________

--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


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

          Delaware                                        13-3699013
          (State or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization)                  Identification No.)

                        One Rockefeller Plaza, Suite 400
                          New York, New York 10020-2002
                                  (212) 218-2800
  (Address and phone number of principal executive offices, including zip code)
  -----------------------------------------------------------------------------
            INTERVEST BANCSHARES CORPORATION LONG-TERM INCENTIVE PLAN
                            (Full title of the Plan)
                            ------------------------

                             Thomas E. Willett, Esq.
                                Harris Beach PLLC
                                 99 Garnsey Road
                            Pittsford, New York 14534
                                 (585) 419-8800
            (Name, address and telephone number of agent for service)
            ---------------------------------------------------------

<TABLE>
<CAPTION>
                                  CALCULATION OF REGISTRATION FEE

                                        Proposed maximum      Proposed maximum
Title of securities    Amount to be    offering price per    aggregate offering       Amount of
to be registered      registered (1)         share                 price          registration fee
--------------------  --------------  --------------------  --------------------  ----------------
<S>                   <C>             <C>                   <C>                   <C>
Class A Common               750,000  $          35.37 (2)  $      26,527,500(2)  $          2,838
Stock, par value
1.00 per share
</TABLE>

_______________
(1)     This registration statement on Form S-8 (the "Registration Statement")
relates to shares of Class A common stock, par value $1.00 per share (the
"Common Stock"), of Intervest Bancshares Corporation issuable pursuant to the
Intervest Bancshares Corporation Long-Term Incentive Plan (the "Plan"). Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act
of 1933"), this Registration Statement shall also cover any additional shares of
Common Stock that become issuable under the Plan by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an increase in
the number of outstanding shares of Common Stock.
(2)     Pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, the
"Proposed maximum offering price per share" as to the 750,000 shares of Common
Stock registered with respect to shares of Common Stock to be sold under the
Plan is based on the average of the high and low prices of the Registrant's
Common Stock reported on the Nasdaq Global Select  Market on November 9, 2006
and is estimated solely for the purpose of calculating the registration fee.


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the "Note" to Part I of Form S-8.


                                      -1-
<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed with the Securities and Exchange
Commission (the "Commission") by Intervest Bancshares Corporation (the
"Registrant") are incorporated herein by reference into this Registration
Statement:

(a)  The Registrant's annual report on Form 10-K filed for the fiscal year ended
     December 31, 2005, filed March 8, 2006 (Commission File No.: 000-23377).

(b)  The Registrant's quarterly report on Form 10-Q filed for the period ended
     March 31, 2006, filed May 10, 2006.

(c)  The Registrant's quarterly report on Form 10-Q filed for the period ended
     June 30, 2006, filed August 7, 2006.

(d)  The Registrant's Current Reports on Form 8-K, including any amendments
     thereto, filed February 27, 2006, May 17, 2006, June 28, 2006, August 9,
     2006, August 22, 2006 and September 22, 2006.

(e)  The description of the Registrant's Common Stock contained in the
     Registrant's registration statement on Form 8-A12G (SEC File No. 000-23377)
     as filed with the Commission on November 14, 1997.

In addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") subsequent to the effective date of this Registration Statement,
but prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered hereby have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Harris Beach PLLC, Pittsford, New York, will pass upon the legality of the
securities offered by this prospectus.  Thomas E. Willett, a member of Harris
Beach PLLC, serves as a director of Intervest Bancshares Corporation and is the
beneficial owner of 6,000 shares of the Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware (the "DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or other enterprise.
A corporation may indemnify such person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. A corporation may, in advance of the final disposition
of any civil, criminal, administrative or investigative action, suit or
proceeding, pay the expenses (including attorneys' fees) incurred by any officer
or director in defending such action, provided that the officer or director
undertakes to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the corporation.


                                      -2-
<PAGE>
A Delaware corporation may indemnify officers and directors in an action by or
in the right of the corporation to procure a judgment in its favor under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses (including attorneys' fees) which he or she actually
and reasonably incurred in connection therewith. The indemnification provided by
the DGCL is not deemed to be exclusive of any other rights to which those
seeking indemnification may be entitled under any corporation's bylaws,
agreement, vote or otherwise.

The Registrant's bylaws provide that the Registrant will indemnify any person
made or threatened to be made a party to any action or proceeding by reason of
the fact that he, his testator or intestate, is or was a director or officer,
and any director or officer who served any other company in any capacity at the
Registrant's request, in the manner and to the maximum extent permitted by the
DGCL, as the same now exists or may hereafter be amended in a manner more
favorable to persons entitled to indemnification; and the Registrant may, in the
discretion of its board of directors, indemnify all other corporate personnel to
the extent permitted by law. The right to indemnification contained in the
Registrant's bylaws includes the right to be paid by the Registrant the expenses
(including attorneys' fees) incurred in defending any such proceeding in advance
of its final disposition.

Employment agreements between the Registrant and each of Lowell S. Dansker,
president, treasurer and vice-chairman, and Stephen A. Helman, vice president,
secretary and director, contain indemnification provisions, in addition to those
contained in the Registrant's bylaws, which provide that the Registrant will
indemnify and hold each of the foregoing persons harmless against all losses,
claims, damages or liabilities (including legal fees, disbursements, and any
other expenses incurred in investigating or defending against any such loss,
claim, damage or liability) arising (i) by reason of any acts or omissions or
any alleged acts or omissions arising out of the person's activities in
connection with the conduct of the Registrant's business (or any of the
Registrant's subsidiaries or affiliated entities), (ii) by reason of the
performance by such person of the services to be performed pursuant to the terms
of the employment agreement, (iii) by reason of any claim or allegation of
failure to perform such services in accordance with the terms of the employment
agreement, or (iv) by reason of the performance of services alleged to be beyond
the scope of the authority conferred upon such person pursuant to the terms of
the employment agreement; provided that, no indemnity will be provided for
losses, claims, damages or liabilities described above to the extent that such
losses, claims, damages or liabilities result from the gross negligence or
willful misconduct of such person. The indemnification provided in the
employment agreements survives the expiration or earlier termination of such
employment agreements and is in addition to any common law or contractual rights
of indemnification available at law or in equity, and includes all costs and
expenses of enforcing the right to indemnification. Under the employment
agreements, each of Messrs. Lowell Dansker and Stephen Helman are also entitled,
upon request, to the payment by the Registrant of all costs and expenses paid or
incurred by such person in investigating, defending or settling any claim, loss,
damage or liability that may be subject to a right of indemnification.

Intervest Bancshares Corporation also has purchased a policy of directors' and
officers' liability insurance.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act of 1933") may be permitted to the
Registrant's directors, officers and controlling persons under the provisions
discussed above or otherwise, the Registrant has been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

SEE "EXHIBIT INDEX", WHICH IS INCORPORATED BY REFERENCE INTO THIS ITEM 8.

ITEM 9. UNDERTAKINGS.

(a)  The  undersigned  Registrant  hereby  undertakes:

(1)  To  file,  during  any  period  in  which offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i)  to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;


                                      -3-
<PAGE>
     (ii) to reflect in the prospectus any facts or events arising after the
          effective date of this Registration Statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement; and

    (iii) to include any material information with respect to the plan of
          distribution not previously disclosed in this Registration Statement
          or any material change to such information in the Registration
          Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

(2)     That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3)     To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act  of 1933 and will be governed by the final adjudication of such
issue.


                                      -4-
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 8th day of
November, 2006.

                        INTERVEST BANCSHARES CORPORATION

                        By: /s/ Lowell S. Dansker
                            ------------------------------------------
                        Name:   Lowell S. Dansker
                        Title:  Chief Executive Officer, President and
                                Chairman
                                (Principal Executive Officer)


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lowell S. Dansker, Chief Executive Officer,
President and Chairman, and Stephen A. Helman, Vice President and Secretary, and
each of them, as attorneys-in-fact, each with the power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to sign any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.


     CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN:
     (PRINCIPAL EXECUTIVE OFFICER)

     By:     /s/ Lowell S. Dansker                     Date:  11/8/2006
             ---------------------
             Lowell S. Dansker

     CHIEF FINANCIAL OFFICER:
     (PRINCIPAL FINANCIAL OFFICER):

     By:     /s/ John J. Arvonio                       Date:  11/8/2006
             -------------------
             John J. Arvonio

     VICE PRESIDENT, SECRETARY AND DIRECTOR:

     By:     /s/ Stephen A. Helman                     Date:  11/8/2006
             ---------------------
             Stephen A. Helman

     DIRECTORS:


     By:     /s/ Michael A. Callen                     Date:  11/8/2006
             ---------------------
             Michael A. Callen


                                      -5-
<PAGE>
     By:     /s/ Paul R. DeRosa                        Date:  11/8/2006
             ------------------
             Paul R. DeRosa


     By:     /s/ Wayne F. Holly                        Date:  11/8/2006
             ------------------
             Wayne F. Holly


     By:     /s/ Lawton Swan, III                      Date:  11/8/2006
             --------------------
             Lawton Swan, III


     By:     /s/ Thomas E. Willett                     Date:  11/8/2006
             ---------------------
             Thomas E. Willett

     By:       /s/ David J. Willmott                   Date:  11/8/2006
             -----------------------
             David J. Willmott


     By:     /s/ Wesley T. Wood                        Date:  11/8/2006
             ------------------
             Wesley T. Wood


                                      -6-
<PAGE>
                                  Exhibit Index

Exhibit No.    Description of Document
-----------    -----------------------

3.1            Restated Certificate of Incorporation of Intervest Bancshares
               Corporation, as amended, incorporated herein by reference to the
               Company's report on Form 10-Q for the fiscal quarter ended June
               30, 2006 and filed on August 7, 2006, wherein such document is
               identified as Exhibit 3.0.

3.2            By-Laws of Intervest Bancshares Corporation as amended,
               incorporated by reference herein to the Company's report on Form
               8-K dated June 23, 2005, wherein such document is identified as
               Exhibit 3.1.

4.4*           Intervest Bancshares Corporation Long-Term Incentive Plan

5.1*           Opinion of Harris Beach PLLC regarding the legality of the
               securities being registered.

23.1*          Consent of Hacker, Johnson & Smith, P.A., P.C.

23.2           Consent of Harris Beach PLLC (included in Exhibit 5.1).

24.1           Power of Attorney (included on signature page).



____________________
* Filed herewith.


                                      -7-
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REGISTRATION NO. _______________

--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

          Delaware                                        13-3699013
          (State or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization)                  Identification No.)

                        One Rockefeller Plaza, Suite 400
                          New York, New York 10020-2002
                                  (212) 218-2800
  (Address and phone number of principal executive offices, including zip code)
  -----------------------------------------------------------------------------
            INTERVEST BANCSHARES CORPORATION LONG-TERM INCENTIVE PLAN
                            (Full title of the Plan)
                            ------------------------

                             Thomas E. Willett, Esq.
                                Harris Beach PLLC
                                 99 Garnsey Road
                            Pittsford, New York 14534
                                 (585) 419-8800
            (Name, address and telephone number of agent for service)
            ---------------------------------------------------------
CALCULATION OF REGISTRATION FEE

                                        Proposed maximum      Proposed maximum
Title of securities    Amount to be    offering price per    aggregate offering       Amount of
to be registered      registered (1)         share                 price          registration fee
--------------------  --------------  --------------------  --------------------  ----------------
Class A Common               750,000  $          35.37 (2)  $      26,527,500(2)  $          2,838
Stock, par value
1.00 per share
_______________
(1)     This registration statement on Form S-8 (the "Registration Statement")
relates to shares of Class A common stock, par value $1.00 per share (the
"Common Stock"), of Intervest Bancshares Corporation issuable pursuant to the
Intervest Bancshares Corporation Long-Term Incentive Plan (the "Plan"). Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act
of 1933"), this Registration Statement shall also cover any additional shares of
Common Stock that become issuable under the Plan by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an increase in
the number of outstanding shares of Common Stock.
(2)     Pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, the
"Proposed maximum offering price per share" as to the 750,000 shares of Common
Stock registered with respect to shares of Common Stock to be sold under the
Plan is based on the average of the high and low prices of the Registrant's
Common Stock reported on the Nasdaq Global Select  Market on November 9, 2006
and is estimated solely for the purpose of calculating the registration fee.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the "Note" to Part I of Form S-8.

                                      -1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed with the Securities and Exchange
Commission (the "Commission") by Intervest Bancshares Corporation (the
"Registrant") are incorporated herein by reference into this Registration
Statement:

(a)  The Registrant's annual report on Form 10-K filed for the fiscal year ended
     December 31, 2005, filed March 8, 2006 (Commission File No.: 000-23377).

(b)  The Registrant's quarterly report on Form 10-Q filed for the period ended
     March 31, 2006, filed May 10, 2006.

(c)  The Registrant's quarterly report on Form 10-Q filed for the period ended
     June 30, 2006, filed August 7, 2006.

(d)  The Registrant's Current Reports on Form 8-K, including any amendments
     thereto, filed February 27, 2006, May 17, 2006, June 28, 2006, August 9,
     2006, August 22, 2006 and September 22, 2006.

(e)  The description of the Registrant's Common Stock contained in the
     Registrant's registration statement on Form 8-A12G (SEC File No. 000-23377)
     as filed with the Commission on November 14, 1997.

In addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") subsequent to the effective date of this Registration Statement,
but prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered hereby have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Harris Beach PLLC, Pittsford, New York, will pass upon the legality of the
securities offered by this prospectus.  Thomas E. Willett, a member of Harris
Beach PLLC, serves as a director of Intervest Bancshares Corporation and is the
beneficial owner of 6,000 shares of the Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware (the "DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or other enterprise.
A corporation may indemnify such person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. A corporation may, in advance of the final disposition
of any civil, criminal, administrative or investigative action, suit or
proceeding, pay the expenses (including attorneys' fees) incurred by any officer
or director in defending such action, provided that the officer or director
undertakes to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the corporation.

                                      -2-
A Delaware corporation may indemnify officers and directors in an action by or
in the right of the corporation to procure a judgment in its favor under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses (including attorneys' fees) which he or she actually
and reasonably incurred in connection therewith. The indemnification provided by
the DGCL is not deemed to be exclusive of any other rights to which those
seeking indemnification may be entitled under any corporation's bylaws,
agreement, vote or otherwise.

The Registrant's bylaws provide that the Registrant will indemnify any person
made or threatened to be made a party to any action or proceeding by reason of
the fact that he, his testator or intestate, is or was a director or officer,
and any director or officer who served any other company in any capacity at the
Registrant's request, in the manner and to the maximum extent permitted by the
DGCL, as the same now exists or may hereafter be amended in a manner more
favorable to persons entitled to indemnification; and the Registrant may, in the
discretion of its board of directors, indemnify all other corporate personnel to
the extent permitted by law. The right to indemnification contained in the
Registrant's bylaws includes the right to be paid by the Registrant the expenses
(including attorneys' fees) incurred in defending any such proceeding in advance
of its final disposition.

Employment agreements between the Registrant and each of Lowell S. Dansker,
president, treasurer and vice-chairman, and Stephen A. Helman, vice president,
secretary and director, contain indemnification provisions, in addition to those
contained in the Registrant's bylaws, which provide that the Registrant will
indemnify and hold each of the foregoing persons harmless against all losses,
claims, damages or liabilities (including legal fees, disbursements, and any
other expenses incurred in investigating or defending against any such loss,
claim, damage or liability) arising (i) by reason of any acts or omissions or
any alleged acts or omissions arising out of the person's activities in
connection with the conduct of the Registrant's business (or any of the
Registrant's subsidiaries or affiliated entities), (ii) by reason of the
performance by such person of the services to be performed pursuant to the terms
of the employment agreement, (iii) by reason of any claim or allegation of
failure to perform such services in accordance with the terms of the employment
agreement, or (iv) by reason of the performance of services alleged to be beyond
the scope of the authority conferred upon such person pursuant to the terms of
the employment agreement; provided that, no indemnity will be provided for
losses, claims, damages or liabilities described above to the extent that such
losses, claims, damages or liabilities result from the gross negligence or
willful misconduct of such person. The indemnification provided in the
employment agreements survives the expiration or earlier termination of such
employment agreements and is in addition to any common law or contractual rights
of indemnification available at law or in equity, and includes all costs and
expenses of enforcing the right to indemnification. Under the employment
agreements, each of Messrs. Lowell Dansker and Stephen Helman are also entitled,
upon request, to the payment by the Registrant of all costs and expenses paid or
incurred by such person in investigating, defending or settling any claim, loss,
damage or liability that may be subject to a right of indemnification.

Intervest Bancshares Corporation also has purchased a policy of directors' and
officers' liability insurance.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act of 1933") may be permitted to the
Registrant's directors, officers and controlling persons under the provisions
discussed above or otherwise, the Registrant has been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

SEE "EXHIBIT INDEX", WHICH IS INCORPORATED BY REFERENCE INTO THIS ITEM 8.

ITEM 9. UNDERTAKINGS.

(a)  The  undersigned  Registrant  hereby  undertakes:

(1)  To  file,  during  any  period  in  which offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i)  to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

                                      -3-
(ii) to reflect in the prospectus any facts or events arising after the
          effective date of this Registration Statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement; and

    (iii) to include any material information with respect to the plan of
          distribution not previously disclosed in this Registration Statement
          or any material change to such information in the Registration
          Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

(2)     That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3)     To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act  of 1933 and will be governed by the final adjudication of such
issue.

                                      -4-
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 8th day of
November, 2006.

                        INTERVEST BANCSHARES CORPORATION

                        By: /s/ Lowell S. Dansker
                            ------------------------------------------
                        Name:   Lowell S. Dansker
                        Title:  Chief Executive Officer, President and
                                Chairman
                                (Principal Executive Officer)

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lowell S. Dansker, Chief Executive Officer,
President and Chairman, and Stephen A. Helman, Vice President and Secretary, and
each of them, as attorneys-in-fact, each with the power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to sign any registration statement for the same offering covered by this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.

     CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN:
     (PRINCIPAL EXECUTIVE OFFICER)

     By:     /s/ Lowell S. Dansker                     Date:  11/8/2006
             ---------------------
             Lowell S. Dansker

     CHIEF FINANCIAL OFFICER:
     (PRINCIPAL FINANCIAL OFFICER):

     By:     /s/ John J. Arvonio                       Date:  11/8/2006
             -------------------
             John J. Arvonio

     VICE PRESIDENT, SECRETARY AND DIRECTOR:

     By:     /s/ Stephen A. Helman                     Date:  11/8/2006
             ---------------------
             Stephen A. Helman

     DIRECTORS:

     By:     /s/ Michael A. Callen                     Date:  11/8/2006
             ---------------------
             Michael A. Callen

                                      -5-
By:     /s/ Paul R. DeRosa                        Date:  11/8/2006
             ------------------
             Paul R. DeRosa

     By:     /s/ Wayne F. Holly                        Date:  11/8/2006
             ------------------
             Wayne F. Holly

     By:     /s/ Lawton Swan, III                      Date:  11/8/2006
             --------------------
             Lawton Swan, III

     By:     /s/ Thomas E. Willett                     Date:  11/8/2006
             ---------------------
             Thomas E. Willett

     By:       /s/ David J. Willmott                   Date:  11/8/2006
             -----------------------
             David J. Willmott

     By:     /s/ Wesley T. Wood                        Date:  11/8/2006
             ------------------
             Wesley T. Wood

                                      -6-
Exhibit Index

Exhibit No.    Description of Document
-----------    -----------------------

3.1            Restated Certificate of Incorporation of Intervest Bancshares
               Corporation, as amended, incorporated herein by reference to the
               Company's report on Form 10-Q for the fiscal quarter ended June
               30, 2006 and filed on August 7, 2006, wherein such document is
               identified as Exhibit 3.0.

3.2            By-Laws of Intervest Bancshares Corporation as amended,
               incorporated by reference herein to the Company's report on Form
               8-K dated June 23, 2005, wherein such document is identified as
               Exhibit 3.1.

4.4*           Intervest Bancshares Corporation Long-Term Incentive Plan

5.1*           Opinion of Harris Beach PLLC regarding the legality of the
               securities being registered.

23.1*          Consent of Hacker, Johnson & Smith, P.A., P.C.

23.2           Consent of Harris Beach PLLC (included in Exhibit 5.1).

24.1           Power of Attorney (included on signature page).

____________________
* Filed herewith.

                                      -7-