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

                                  FORM - 10QSB


[ x ]  QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT
       OF  1934

For  the  quarterly  period  ended  September  30,  2000

[   ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
       EXCHANGE  ACT  OF  1934

For  the  transition  from  ___________  to  _________

                        Commission File Number:  1-15277


                           Rampart Capital Corporation
             (Exact Name of Registrant as specified in its charter)


          TEXAS                         6159                    76-0427502
     (State or other        (Primary Standard Industrial     (I.R.S. Employer
     jurisdiction of         Classification Code Number)  Identification Number)
     incorporation or
      organization)


                                  700 Louisiana
                                   Suite 2510
                                 Houston, Texas
                     (Address of Principal Executive Office)


                                      77002
                                   (Zip Code)


                                  713-223-4610
                         (Registrant's Telephone Number)


Check  whether the issuer: (1) filed all reports required to be filed by Section
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  [ x ]
          No   [   ]

State the number of shares outstanding of each of the issuer's classes of common
equity  as  of  the  latest  practicable  date:

     As  of  November  6,  2000,  the  number  of  shares  outstanding  of  the
     registrant's  only  class  of  common  stock  was  2,905,143.

Transitional  Small  Business  Disclosure  Format  (check  one):

     Yes   [   ]
     No    [ x ]


<PAGE>
<TABLE>
<CAPTION>
                                    INDEX


PART  I.  FINANCIAL  INFORMATION
<S>                                                                   <C>
Item 1. Unaudited Consolidated Financial Statements. . . . . . . . .  Page No.
     Consolidated Balance Sheets at December 31, 1999 (Audited)
      and September 30, 2000 (Unaudited) . . . . . . . . . . . . . .         2
     Unaudited Consolidated Statement of Operations for the Three
      Months and Nine Months ended September 30, 1999 and 2000 . . .         3
     Unaudited Consolidated Statement of Cash Flows for the Nine
      Months ended September 30, 1999 and 2000 . . . . . . . . . . .         4
     Notes to the Unaudited Consolidated Financial Statements. . . .         5

Item 2. Management's Discussion and Analysis of Results of
        Operations and Financial Condition . . . . . . . . . . . . .         7

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . .        10
     Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . .        11
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
                            RAMPART  CAPITAL  CORPORATION

                             CONSOLIDATED BALANCE SHEETS


                                             DECEMBER 31, 1999    SEPTEMBER 30, 2000
                                                 (AUDITED)           (UNAUDITED)
                                            -------------------  --------------------
                                        ASSETS
<S>                                         <C>                  <C>
Cash                                        $         2,741,787  $           239,687
Purchased asset pools, net                            2,447,194            2,214,109
Commercial ventures, net                              3,657,423            8,263,643
Investment real estate                                1,405,889            2,235,840
Notes receivable from related parties                   460,754              481,506
Notes receivable other                                  850,000            3,417,116
Property and equipment, net                             371,493              508,204
Other assets                                             63,162              159,633
                                            -------------------  --------------------
     Total assets                           $        11,997,702  $        17,519,738
                                            -------------------  --------------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable                               $           580,173  $         7,390,590
Accounts payable and accrued expenses                   481,563              407,449
Deferred tax liability                                  279,000              279,000
                                            -------------------  --------------------
     Total liabilities                                1,340,736            8,077,039
                                            -------------------  --------------------

Commitments and contingencies

Stockholders' equity
Common stock ($.01 par value; 10,000,000
shares authorized; 3,050,000 and 2,905,143
 shares issued and outstanding at December
 31, 1999 and September 30, 2000,
 respectively                                            30,500               30,500
Paid-in-capital                                       6,194,255            6,194,255
Treasury stock, 144,857 shares, at cost                       -             (378,499)
Retained earnings                                     4,432,211            3,596,443
                                            -------------------  --------------------
     Total stockholders' equity                      10,656,966            9,442,699
                                            -------------------  --------------------
Total liabilities and stockholders' equity  $        11,997,702  $        17,519,738
                                            -------------------  --------------------
</TABLE>

         See accompanying notes to consolidated financial statements


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                  RAMPART CAPITAL CORPORATION

                             CONSOLIDATED STATEMENTS OF OPERATIONS

                                          (UNAUDITED)


                                                 THREE MONTHS ENDED         NINE MONTHS ENDED
                                                    SEPTEMBER 30,             SEPTEMBER 30,
                                              ------------------------  --------------------------
                                                  1999        2000          1999          2000
                                              -----------  -----------  ------------  ------------
<S>                                           <C>          <C>          <C>           <C>
Net gain on collections on asset pools        $  573,405   $  205,650   $ 1,287,834   $   638,234
Investment real estate income                  1,053,646       13,200     1,436,387        40,698
Commercial ventures income                       277,105      733,293       690,393     1,656,652
Interest and other income                         36,166      145,828       120,541       291,668
                                              -----------  -----------  ------------  ------------
Total revenue                                  1,940,322    1,097,971     3,535,155     2,627,252

Costs of real estate sales                      (257,621)    (166,974)     (460,724)     (221,548)
Operating and other costs                        (24,015)    (336,613)     (275,082)     (992,686)
General and administrative expenses             (614,883)    (662,554)   (1,417,542)   (2,085,453)
Interest expense                                (130,285)    (107,933)     (397,901)     (186,333)
                                              -----------  -----------  ------------  ------------
Net income (loss) before income tax benefit      913,518     (176,103)      983,906      (858,768)
Income tax benefit                               119,088            -       163,123        23,000
                                              -----------  -----------  ------------  ------------
Net income (loss)                             $1,032,606   $ (176,103)  $ 1,147,029   $  (835,768)
                                              -----------  -----------  ------------  ------------
Basic net income (loss) per common share      $      .44        ($.06)  $       .50         ($.28)
                                              -----------  -----------  ------------  ------------
Diluted net income (loss) per common share    $      .44        ($.06)  $       .50         ($.28)
                                              -----------  -----------  ------------  ------------
Average common shares outstanding              2,328,261    2,916,550     2,276,471     2,986,137
                                              -----------  -----------  ------------  ------------
</TABLE>

         See accompanying notes to consolidated financial statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                              RAMPART CAPITAL CORPORATION

                       CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

                                     (UNAUDITED)


                                                                 NINE MONTHS
                                                              ENDED SEPTEMBER 30,
                                                         ----------------------------
                                                               1999           2000
                                                         --------------  ------------
Cash flows from operating activities:
<S>                                                      <C>              <C>
Net income (loss)                                        $   1,147,029   $  (835,768)

Adjustments to reconcile net income (loss) to net cash
  provided (used) by operating activities:
  Depreciation                                                  40,602       121,898
  Accrued interest income                                      (13,125)     (183,248)
  Asset pool costs deducted in net gain on collections         545,383       278,276
  Change in loan loss reserve                                  (22,489)      (53,337)
  Cost of real estate                                          460,722       221,548
  Purchase of asset pools                                      (36,734)       (6,608)
  Other costs capitalized                                            -      (124,668)
Changes in operating assets and liabilities:
  Other assets                                                 375,143       (96,471)
  Accounts payable and accrued expenses                        100,811       (74,114)
  Taxes payable                                                (12,624)            -
  Deferred tax liability                                      (159,000)            -
                                                         --------------  ------------
    Net cash provided (used) by operating activities         2,425,718      (752,492)
                                                         --------------  ------------
Cash flows from investing activities:
  Purchase of commercial real estate                        (2,589,469)   (5,346,334)
  Purchase of investment real estate                          (620,820)     (239,950)
  Proceeds from notes receivable related parties               (26,690)        2,519
  Purchase of notes receivable                                       -    (2,453,124)
  Proceeds from notes receivable                                     -        45,985
  Purchase of treasury stock                                         -      (378,499)
  Purchase of assessment rights                               (850,000)            -
  Proceeds from purchased assessments                           12,695        14,754
  Purchase of property and equipment                          (256,808)     (205,376)
                                                         --------------  ------------
    Net cash used by investing activities                   (4,331,092)   (8,560,025)
                                                         --------------  ------------

Cash flows from financing activities:
  Proceeds from notes payable to related parties             1,400,000             -
  Payments on notes payable to related parties              (1,400,000)            -
  Proceeds from notes payables                               2,949,068     7,941,507
  Payments on notes payables                                (6,038,838)   (1,131,090)
  Proceeds from the sale of common stock                     6,202,255             -
  Proceeds from receivables from related parties                97,500             -
                                                         --------------  ------------
    Net cash provided by financing activities                3,209,985     6,810,417
                                                         --------------  ------------

Net increase/(decrease) in cash                              1,304,611    (2,502,100)

Cash at beginning of period                                    583,629     2,741,787
                                                         --------------  ------------
Cash at end of period                                    $   1,888,240   $   239,687
                                                         --------------  ------------
</TABLE>

         See accompanying notes to consolidated financial statements


                                        4
<PAGE>
                           RAMPART CAPITAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER  30, 2000

                                   (UNAUDITED)

NOTE  1 - SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

          Interim  financial  information
          -------------------------------

The  accompanying unaudited financial statements for periods ended September 30,
1999  and September 30, 2000 have been prepared without audit in accordance with
generally  accepted accounting principles for interim financial information on a
basis  consistent  with the annual audited consolidated financial statements and
with  the  instructions  to  Form  10-QSB  and  Article  10  of  Regulation S-X.
Accordingly,  they  do not include all of the information and footnotes required
by  generally  accepted accounting principles for complete financial statements.
The  results  of operations of interim periods are not necessarily indicative of
results  to  be  expected for an entire year.  In the opinion of management, all
adjustments (consisting of normal recurring accruals) and disclosures considered
necessary  for  a  fair presentation of the results of operations and cash flows
for  the  periods  presented  have  been  included.  The  consolidated financial
statements should be read in conjunction with the Company's audited consolidated
financial  statements included in the Company's Annual Report on Form 10-KSB for
the  year  ended  December  31,  1999.

          Principles  of  Consolidation
          -----------------------------

The  consolidated  financial  statements  include  the assets of Rampart Capital
Corporation  and its wholly owned subsidiaries.  The Company owns a 51% interest
in  a  partnership  that  is  reported using the full consolidation method.  The
consolidated  financial statements of the Company include 100% of the assets and
liabilities  of  the  partnership  and  the  ownership  interests  of  minority
participants  are  recorded  as  minority  interest.  All material inter-company
balances  have  been  eliminated.

          Commercial  real  estate
          ------------------------

Rents collected on commercial rental property are recognized as rental income as
collected,  and  revenues  from  the  operation  of  commercial  properties  are
recognized  as  earned.  Expenses of operating commercial properties are charged
to  operations  as  incurred.  Sales  of  commercial  real  estate are generally
recorded  using  the full accrual method of accounting for sales of real estate,
assuming  the  conditions  for  recognition  are  met.

          Other  income
          -------------

Other income is comprised of interest income and miscellaneous revenue.  Revenue
is  recognized  as  earned.

          Reclassifications
          -----------------

Certain  reclassifications  have  been  made to the 1999 financial statements to
conform  with  the 2000 presentation.  These reclassifications have no effect on
the  1999  net  income  or  stockholders'  equity.

NOTE 2 -  NET  INCOME  (LOSS)  PER  COMMON  SHARE

Net  income  (loss) per common share has been computed for all periods presented
and is based on the weighted average number of shares of common stock and common
stock  equivalents  outstanding  during  each period.  There are no common stock
equivalents  resulting  from  dilutive  stock  purchase  warrants.

NOTE  3 - ACQUISITIONS

On  January  7,  2000 the Company finalized the acquisition of a 51% interest in
Greater  Houston  Gulf  Partners,  LTD  (the "Partnership).  The Partnership was
formed  to  acquire,  own,  redevelop and sell  condominiums (the "Project"). In
connection  with the acquisition, the Company made a loan to the Partnership for
$1.1  million  to  provide  financing  for  the  acquisition of the Project. The
balance  of  the Project purchase price and developmental funds were provided to
the  Partnership  by  a  bank  loan in the amount of $2.8 million and additional
loans  of  $700,000  by  the  partners.


                                        5
<PAGE>
                           RAMPART CAPITAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              SEPTEMBER  30, 2000

                                  (UNAUDITED)

NOTE  4 - SEGMENT  REPORTING

     The  Company operates in four business segments: (i) purchased asset pools,
(ii)  commercial  ventures,  (iii)  investment  real  estate,  and  (iv) project
financing.  The  purchased  asset  pools  segment  involves  the  acquisition,
management,  servicing and realization of income from collections on or sales of
portfolios  of  undervalued  financial assets, and in some instances real estate
the  Company  may  acquire  as  part of an asset pool or from foreclosing on the
collateral  underlying  an  acquired  real  estate debt. The commercial ventures
segment  involves  holding  foreclosed  and  acquired  improved  real estate and
operating  businesses  for  appreciation  and  the  production  of  income.  The
investment  real  estate  segment  involves  holding  foreclosed  and  acquired
unimproved  real  estate  for  future appreciation and acquiring unimproved real
estate  in  conjunction  with  short-term  funding  for developers.  The project
financing  segment  is  comprised of short-term financing of real estate at high
yields  and  real  estate  notes  held by the Company from financing the sale of
Company  assets.  The  notes  are  fully  secured  with  real  estate  or  other
collateral.  Financial  information  by  reportable  operating  segment  is  as
follows:

<TABLE>
<CAPTION>
                                        As  of  and  for  the  nine  months  ended  September  30,  2000
                               ----------------------------------------------------------------------------------
                                Purchased     Commercial    Investment     Project
                               Asset Pools     Ventures     Real Estate   Financing    Unallocated      Totals
                               ------------  ------------  -------------  ----------  -------------  ------------
<S>                            <C>           <C>           <C>            <C>         <C>            <C>
Revenue                        $    638,234  $ 1,656,652   $     40,698   $  247,988  $     43,680   $ 2,627,252
Segment profit                      298,301     (922,007)      (138,445)      80,577      (177,194)     (858,768)
Segment assets                    2,214,109    7,783,690      2,235,840    3,417,116     1,868,983    17,519,738
Depreciation and amortization             -      108,597              -            -        13,301       121,898
Capital expenditures                  6,647    5,288,723        364,617    2,453,125        33,325     8,146,437
Interest expense                          -       39,814         19,279      104,114        23,126       186,333


                                        As  of  and  for  the  nine  months  ended  September  30,  1999
                               ----------------------------------------------------------------------------------
                                Purchased     Commercial    Investment    Project
                               Asset Pools     Ventures    Real Estate   Financing    Unallocated     Totals
                               ------------  ------------  ------------  ----------  -------------  -----------
Revenue                        $  1,287,834  $   690,393   $  1,436,387  $  116,625  $      3,916   $ 3,535,155
Segment profit                      558,351     (330,111)       818,826      58,727      (121,887)      983,906
Segment assets                    3,086,326    3,552,339      1,260,830   1,290,625     2,010,289    11,200,409
Depreciation and amortization             -       23,930              -           -        16,672        40,602
Capital expenditures                 63,424    2,836,239        620,820     850,000             -     4,370,483
Interest expense                    125,521      193,494         51,962      26,924             -       397,901
</TABLE>

NOTE  5 - SUBSEQUENT  EVENTS

On  October  13,  2000  pursuant the Company's 1998 Stock Compensation Plan, the
Board  of  Directors  granted  to  employees  and  directors options to purchase
372,000  shares  of  the  Company's  common  stock  for  $3.50  per  share.


                                        6
<PAGE>
                           RAMPART CAPITAL CORPORATION
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
                                    CONDITION


RESULTS  OF  OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999

Revenues  decreased  ($907,903)  from  $3,535,155  during the nine months ending
September  30,  1999 to $2,627,252 for the same period in 2000.  The decrease in
revenues  consisted of declines in investment real estate revenues ($1,395,689),
and  net  gain  on  collections  on  asset pools ($649,600), offset by growth in
commercial ventures revenues of $966,259, project financing revenue of $131,363,
and  unallocated  interest  and  other  income  of  $39,764.  The  decrease  in
investment  real  estate revenues was mainly due to the sale of land in 1999 for
which  there was no corresponding sale during 2000.  The decrease in net gain on
collections  on  asset pools was due to timing of collections in normal business
operations  as  well  as a declining pool of assets.  The increase in commercial
real  estate revenue was primarily due to an increase of $794,526 in the Newport
Golf  Club and Conference Center ("Newport") operations, an increase of $242,427
in  revenues  from  the  Greater  Houston  Gulf  Partner  ("GHGP")  condominium
conversion  venture,  offset by a ($70,694) decline in rentals, primarily at our
Dallas  retail  center.

General  and  administrative expenses ("G&A") increased $667,911 from $1,417,542
in  the first nine months of 1999 to $2,085,453 in the same period of 2000.  The
escalation  in  G&A was due to increases (1) in SEC compliance costs of $50,249,
(2)  in  labor  costs  of  $245,858,  (3) in property taxes of $101,651, and (4)
relating  to  Newport of $273,042, which were partially offset by a reduction of
$2,889  in  other  expenses.  The increase in SEC compliance cost was related to
our  being  publicly held in the first three quarters of 2000 and privately held
through  September  21, 1999.  Labor costs increased due to the additional labor
needed to comply with the reporting requirements of a public company and general
wage  increases.  The  property  tax  increase was due to valuation increases on
investment real estate and the Golf Club and Conference Center.  The increase in
costs at Newport was mainly due to increased depreciation, increased utilization
of  the  facilities in 2000 as compared to 1999, and an additional six months of
operations  in  2000.  While  Newport  was  acquired  in February 1999, the golf
course  was  shut  down  for  renovation from the first week of May 1999 through
November  1999.

Cost  of  real  estate  sales  declined by ($239,176) from $460,724 for the nine
months  ending  September 30, 1999 to $221,548 for the same period in 2000.  The
decline  consisted  of  a  ($460,724)  reduction  in the cost of investment real
estate  sales  made  in  1999,  with  no  corresponding  sale in 2000, offset by
$221,548 of costs from commercial real estate sold in 2000. The 2000 real estate
sale  involved  condominiums that were part of the GHGP project started in early
2000.

Operating  and  other  costs  of $275,082 incurred during the nine months ending
September 30, 1999 and $992,686 for the same period in 2000, primarily relate to
the  direct  costs  of  operations  of  Newport.  Although  there  has  been  a
significant  increase in facility utilization, it has not yet reached breakeven.
Direct  operating  losses  at  Newport  during  the  third  quarter of 2000 were
($117,635)  as  compared  to  average  quarterly  direct  operating  losses  of
($269,040)  for  the  first  two  quarters of 2000.  Management anticipates near
breakeven  operations  at  Newport  for  2001.

Interest expense decreased from $397,901 for the nine months ended September 30,
1999  to $186,333 for the same period in 2000.  The decrease in interest expense
was  primarily  due  to  a  reduction  in  the  weighted  average corporate debt
outstanding  resulting  from  the  retirement  of  the majority of our debt with
proceeds from the September 1999 initial public offering.  Interest of $252,751,
relating  to  the  bank  loan  and  loans  from  partners  secured  by a 90-unit
condominium  redevelopment  project  started in January 2000, was capitalized as
work  in  progress.

The  net  income  (loss)  before  income  taxes went from net income of $983,906
during  the  first  nine months of 1999 to a net loss of ($858,768) for the same
period  in  2000.  The  change  in  earnings  before  income  taxes consisted of
increased  losses  of  ($591,896)  on  commercial  ventures  and  ($55,307)  in
unallocated  losses,  reduced earnings of ($957,271) in investment real estate ,
($260,050)  on  net  gains  on  collection  on asset pools, offset by $21,850 of
increased  earnings  from project financing.  With allocated corporate overhead,
the  loss  at  Newport  increased  by  ($527,000)  over  1999,  as  a  result of
management's  emphasis  on  re-development  and  re-marketing  programs  for the
facility.  The  facility  was acquired in February 1999 from a bankruptcy estate
and  had  not been actively marketed in many years.  The ($957,271) reduction in
earnings  from  investment  real  estate  was primarily due to sales in 1999 for
which  there  were  no  recurring  sales  in  2000.  The  ($55,307)  increase in
unallocated  losses  consisted  of  an  increase  in  unallocated  general  and
administrative  expense  of  $95,072  primarily from increases in SEC compliance
costs offset by an increase in unallocated interest and other income of $39,765.

Income  tax  benefit  was $163,123 in 1999 compared to $23,000 in 2000.  We have
available  significant  net  operating  loss  carryforwards  that were primarily
generated  from  the acquisition of certain corporate subsidiaries and assets of
MCorp  Trusts in September 1997.   Due to the availability of net operating loss
carryforwards  and  other  net deferred tax assets, we offset our taxable income
during  1999  and  adjusted  its  valuation  allowance  accordingly.


                                        7
<PAGE>
THREE  MONTHS  ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30,  1999

Revenues  decreased  ($842,350)  from  $1,940,321 during the three months ending
September 30, 1999 to $1,097,971 during the third quarter of 2000.  The decrease
in  revenues  consisted  of  declines  in  investment  real  estate  revenues
($1,040,446),  net  gain  on  collections  on  asset pools ($367,755), offset by
growth in commercial ventures revenues of $456,188, project financing revenue of
$90,889,  and  interest and other income of $18,773.  The decrease in investment
real  estate revenues was mainly due to the sale of land in 1999 for which there
was no corresponding sale during the third quarter of 2000.  The decrease in net
gain  on  collections  on asset pools was due to a decreasing portfolio of asset
pools  and to timing of collections in normal business operations.  The increase
in  commercial  real estate revenue was primarily due to an increase of $306,384
in  Newport  operations,  an  increase  of $175,836 in revenues from the Greater
Houston  Gulf  Partners  condominium  conversion  venture, offset by a ($26,032)
decline  in  rents.   The project financing increase was from new projects ($2.5
million)  being  financed  late  in  the  second  quarter.

General  and  administrative expenses ("G&A") increased $47,671 from $614,883 in
the  third quarter of 1999 to $662,554 in the same period of 2000.  The increase
in  G&A  was primarily due to labor costs of $58,004 incurred to comply with our
public  company  reporting  requirements  and  general  wage  increases.

Cost  of real estate sales declined ($90,647) from $257,621 for the three months
ending  September 30, 1999 to $166,974 for the same period in 2000.  The decline
consisted  of a ($257,621) reduction in the cost of investment real estate sales
made  in  1999,  with no corresponding sale in 2000, offset by $166,974 of costs
from  commercial  real  estate  sold in 2000. The 2000 real estate sale involved
condominiums  that  were  part  of  the  GHGP  project  started  in  early 2000.

Operating  and  other  costs  of  $24,015  incurred  during  the  quarter ending
September  30, 1999 and $336,613 incurred for the same period in 2000, primarily
relate  to  the  direct  costs  of  operations  of  Newport.

Interest  expense  decreased  from  $130,285  in  the  third  quarter of 1999 to
$107,933  for  the  same  period  in 2000.  The decrease in interest expense was
primarily  due to a reduction in the weighted average debt corporate outstanding
resulting from the retirement of the majority of our debt with proceeds from the
September  1999  initial public offering.  Interest of $128,589, relating to the
bank  loan  and loans by partners secured by a 90-unit condominium redevelopment
project  started  in  January  2000,  was  capitalized  as  work  in  progress.

The  net  income  (loss)  before  income  taxes went from net income of $913,518
during the third quarter of 1999 to a net loss of ($176,103) for the same period
in  2000.  The  change  in  earnings  before income taxes consisted of increased
losses  of  ($247,547) on commercial ventures, reduced earnings of ($808,770) in
investment  real  estate  sales  and  net  gain on collections on asset pools of
($167,960),  offset  by  increased  earnings on project financing of $58,023 and
decreased  unallocated  losses  of  $76,633.  The  increased  loss on commercial
ventures  was  primarily  related  to  Newport.  The  reduction in earnings from
investment  real  estate was primarily due to sales in 1999 for which there were
no  recurring  sales  in 2000. Decreased net gains on collections on asset pools
were  related to a decrease in pooled assets as collections are occurring faster
than  new  product  can  be  economically  acquired.

Income  tax  benefit  was  $119,088  in  1999  with no corresponding tax benefit
recorded  in  2000.  We  have  available  significant  net  operating  loss
carryforwards  which  were  primarily  generated from the acquisition of certain
corporate  subsidiaries  and  assets of MCorp Trusts in September 1997.   Due to
the availability of net operating loss carry forwards and other net deferred tax
assets,  we  offset  our  taxable  income during 1999 and adjusted its valuation
allowance  accordingly.

LIQUIDITY  AND  CAPITAL  RESOURCES

We  had cash and cash equivalents of $2,741,787 at December 31, 1999 compared to
approximately  $239,687  at  September  30,  2000.

During  2000,  we continued to invest a substantial portion of our cash reserves
in  various  projects,  most  notably was a $1.5 million investment in a 90-unit
condominium  redevelopment  project.  This  investment  represented  loans  to a
single  purpose  commercial  real  estate  company,  which  we  control, earning
interest at prime rate plus two percent on the first $1.1 million and 18% on the
funds  advanced  in  excess  of  $1.1  million.  The  minority  interest  owners
guaranteed  the  loans.

Additionally,  we  invested  $521,900  for  renovation  at  Newport,  which  is
materially  completed.

Cash  flow  from financing activities during the three quarters ending September
30,  2000  was  $6.8 million, consisting of a third party first mortgage of $2.8
million and a loan from a minority interest partner for $400,000, secured by the
condominium  redevelopment project owned by Greater Houston Gulf Partners, Ltd.,
a  51%  majority owned partnership, and net draws against our credit facility of
$3.6  million.  We  believe  that we have structured the condominium development
project  so  that  Rampart  is  insulated  from any direct liability on the $2.8
million  first mortgage and the loan from the minority interest partner.  If the
minority  interest  owners' default, we can foreclose their interest and, at our
option,  service  or  pay  off  the  debt. The $3.6 million in draws against our
credit  facility  were  used  to  (1)  acquire  $2.5 million in high-yield loans
secured  by  real  estate  projects, (2) $236,000 in investment real estate, (3)
$431,000  of  the improvements at Newport, (4) $150,000 advanced for condominium
conversion,  (5)  funding  the  purchase  of $283,000 of treasury stock, and (6)
$57,000  of  operating  losses  at  Newport.


                                        8
<PAGE>
Due  to  the  capital-intensive nature of our business, we have experienced, and
expect  to continue to experience substantial working capital needs.  We believe
that  cash  flows  from  operations  and  future  borrowings available under our
revolving  credit  facility  will be sufficient to fund our capital expenditures
and  working  capital  requirements  as  they  come  due.

On April 30, 2000, we renewed our $5,000,000 revolving promissory note to mature
on  December  31,  2000.  This  revolving  credit  facility  is secured by notes
receivable  and  real  estate  in  the purchased asset pools, the commercial and
investment  real  estate,  the  notes  receivable  from  project  financing, and
equipment.  Principal  is  payable  at maturity with interest payable monthly at
the  bank's  prime  rate  plus 1.0% per annum (9.5% and 10.5% as of December 31,
1999  and  September  30,  2000,  respectively).  During  1999,  we  repaid  the
outstanding  debt  balance of $3,660,000 and accrued interest with proceeds from
our initial public offering.  Management is negotiating with this bank and other
financial  institutions  to  increase the amount of credit facilities available.
The  Revolving  Credit Facility provides for certain financial covenants.  As of
the  filing  date  of  this  quarterly  report,  we are in compliance with these
covenants.

STOCK  REPURCHASES

On  January  11,  2000,  the Board of Directors approved a stock repurchase plan
under Rule 10b-18 promulgated under the Securities Exchange Act of 1934, for the
purchase  of  up  to  $2.0 million worth of our outstanding common stock in open
market  transactions.  Acquired  shares will be held as treasury stock, and will
be  available  for future acquisitions and financing or for awards granted under
our  1998  Stock  Compensation  Plan.  As of September 30, 2000, we had acquired
144,857  shares  at a total cost of $378,499 or $2.60 per share of which  78,030
shares  at a total cost of $184,645 or $2.37 per share were purchased during the
third  quarter.  We  intend  to  continue  repurchasing  shares  subject  to SEC
restrictions  and  the  American  Stock Exchange continued listing requirements.

FORWARD  LOOKING  STATEMENTS

This  quarterly  report  on  Form  10-QSB  contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E  of the Securities Exchange Act of 1934, as amended. All statements
other  than  statements  of  historical facts included in this report including,
without  limitation,  statements  regarding  our  business  strategy,  plans,
objectives,  expectations,  intent,  and  beliefs  of  management  for  future
operations are forward-looking statements.  Such statements are based on certain
assumptions and analyses made by our management in light of their experience and
their  perception  of  historical  trends,  current  conditions, expected future
developments  and  other  factors  they  believe  to  be  appropriate.  The
forward-looking  statements included in this report are also subject to a number
of  material risks and uncertainties.  Important factors that could cause actual
results to differ materially from our expectations include (1) tightening of the
credit  markets,  (2)  volatility in the real estate markets and interest rates,
(3) emerging competition, (4) changes in regulations in the industries we serve,
and  (5)  general economic declines, particularly within the regions in which we
operate.  Forward-looking  statements  are  not guarantees of future performance
and actual results, as developments and business decisions may differ from those
contemplated  by  such  forward-looking  statements.


                                        9
<PAGE>
                           PART II. OTHER INFORMATION


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits - See "Index of Exhibits" below which lists the documents filed
        as  exhibits  herewith.
(b)     Reports  on  Form  8-K  -  No  reports on Form 8-K were filed during the
        quarter  ended  September  30,  2000.


                                       10
<PAGE>
                                   Signatures


In  accordance with the requirements of the Securities Exchange Act of 1934, the
registrant  caused  this  report  to be signed on its behalf by the undersigned,
thereunto  duly  authorized.

Rampart  Capital  Corporation

By:  /s/  C.  W.  JANKE                                  November  10,  2000
     -------------------------------                     -------------------
     C.  W.  Janke
     Chairman  of  the  Board
     Chief  Executive  Officer
     (Principal  Executive  Officer)

By:  /s/  J.  H.  CARPENTER                              November  10,  2000
     -------------------------------                     -------------------
     J.  H.  Carpenter
     President
     Chief  Operating  Officer

By:  /s/  CHARLES  F.  PRESLEY                           November  10,  2000
     -------------------------------                     -------------------
     Charles  F.  Presley
     Vice-President
     Chief  Financial  Officer
     Treasurer
     (Principal  Financial  Officer)


                                       11
<PAGE>
                           RAMPART CAPITAL CORPORATION
                             EXHIBITS TO FORM 10-QSB
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                               INDEX OF EXHIBITS

EXHIBIT
  NO.                                            DESCRIPTION
-------  ---------------------------------------------------------------------------------------------------------
<S>      <C>
         Restated Articles of Incorporation (Exhibit 3.1 to Rampart's Registration Statement on
  3.1    Form SB-2 (Reg. No. 333-71089) and incorporated herein by reference).
         Bylaws (Exhibit 3.2 to Rampart's Registration Statement on Form SB-2 (Reg. No. 333-71089)
  3.2    and incorporated herein by reference).
         Form of Warrant Agreement Between Rampart and American Stock Transfer and Trust Company (Exhibit 4.1 to
  4.1    Rampart's Registration Statement on Form SB-2 (Reg. No. 333-71089) and incorporated herein by reference).
*27.1    Financial Data Schedule.
<FN>
--------------------
*   Filed  herewith.
</TABLE>


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<PAGE>