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  June  30,  2001

[ ]  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 jurisdiction of  (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)   Classification Code Number)     Identification
                                                                     Number)

                                  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  July  24,  2001,  the  number  of  shares  outstanding  of the
          registrant's  only class of common stock was 2,905,143 after deducting
          144,857  shares  of  common  stock  held  in  treasury.

Transitional  Small  Business  Disclosure  Format  (check  one):

          Yes  [ ]
          No   [x]


<PAGE>
                                      INDEX

PART  I.  FINANCIAL  INFORMATION

Item  1.     Unaudited  Consolidated  Financial  Statements Page No.
             Consolidated  Balance  Sheets  at  June  30,  2001
             (Unaudited)  and  December  31,  2000  (Audited) . . . . . . . . .2
             Unaudited Consolidated Statements of Operations for the
             Three  Months  and  Six  Months ended June 30, 2000 and
             2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
             Unaudited  Consolidated  Statements  of Cash Flows for
             the Six Months ended June  30,  2000  and  2001. . . . . . . . . .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  4.     Submission of Matters to a Vote of Security Holders. . . . . . . 10

Item  6.     Exhibits  and Reports on Form 8-K . . . . . . . . . . . . . . . .10
             Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . .11


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

                              CONSOLIDATED  BALANCE  SHEET


                                                       JUNE 30, 2001    DECEMBER 31, 2000
                                                      ---------------  -------------------
                                                        (UNAUDITED)         (AUDITED)
<S>                                                   <C>              <C>
                                         ASSETS

Cash                                                  $      717,787   $          174,223
Purchased asset pools, net                                 1,945,991            2,156,214
Commercial ventures, net                                   7,767,688            8,237,288
Investment real estate                                     2,373,346            2,286,667
Notes receivable from related parties                        516,721              489,901
Notes receivable project financing                         9,109,523            3,502,622
Property and equipment, net                                  466,319              518,861
Other assets                                                 579,140              256,300
Minority interest                                            201,624               83,298
                                                      ---------------  -------------------
     Total assets                                     $   23,678,l39   $       17,705,374
                                                      ---------------  -------------------

                         LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable                                         $   11,660,417   $        7,259,332
Notes payable to related parties                             668,990                    -
Accounts payable and accrued expenses                        759,666            1,048,254
Deferred tax liability                                       229,000              279,000
                                                      ---------------  -------------------
     Total liabilities                                    13,318,073            8,586,586
                                                      ---------------  -------------------

Commitments and contingencies

Stockholders' equity
     Preferred Stock, $0.01 par value; 10,000,000
        shares authorized; none issued.                            -                    -
     Common stock, $0.01 par value; 10,000,000
        shares authorized; 3,050,000 shares issued.           30,500               30,500
     Paid-in-capital                                       6,194,255            6,194,255
     Retained earnings                                     4,513,810            3,272,532
     Treasury stock, 144,857 shares, at cost                (378,499)            (378,499)
                                                      ---------------  -------------------
          Total stockholders' equity                      10,360,066            9,118,788
                                                      ---------------  -------------------
Total liabilities and stockholders' equity            $   23,678,139   $       17,705,374
                                                      ---------------  -------------------
</TABLE>


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

                       CONSOLIDATED  STATEMENTS  OF  OPERATIONS

                                      (UNAUDITED)

                                            THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
                                              ------------------------  ------------------------
                                                 2001         2000         2001         2000
                                              -----------  -----------  -----------  -----------
<S>                                           <C>          <C>          <C>          <C>
Net gain on collections on asset pools        $  344,617   $  199,081   $  672,338   $  432,584
Investment real estate income                    774,060       14,698    1,953,560       27,498
Commercial ventures income                       836,776      563,599    1,569,716      923,359
Project financing income, net                    228,320       51,544      334,448       70,101
Other income (expense)                             6,807       (5,031)       6,991       20,991
                                              -----------  -----------  -----------  -----------
     Total revenue                             2,190,580      823,891    4,537,053    1,474,533

Costs of real estate sales                       359,674       47,470    1,163,288       47,470
Operating and other costs                        535,792      524,522      943,664      948,774
General and administrative expenses              476,830      564,922    1,081,012    1,137,303
Interest expense                                 160,006       12,459      276,139       23,650
Minority interests                               (24,532)           -     (118,328)           -
                                              -----------  -----------  -----------  -----------
     Total operating expense                   1,507,770    1,149,373    3,345,775    2,157,197
                                              -----------  -----------  -----------  -----------
Net income (loss) before income tax benefit      682,810     (325,482)   1,191,278     (682,664)
Income tax benefit                                25,000            -       50,000       23,000
                                              -----------  -----------  -----------  -----------
     Net income (loss)                        $  707,810   $ (325,482)  $1,241,278   $ (659,664)
                                              -----------  -----------  -----------  -----------
Basic net income (loss) per common share      $     0.24       ($0.11)  $     0.43       ($0.22)
                                              -----------  -----------  -----------  -----------
Diluted net income (loss) per common share    $     0.24       ($0.11)  $     0.43       ($0.22)
                                              -----------  -----------  -----------  -----------
Average common shares outstanding              2,905,143    2,999,458    2,905,143    2,978,112
                                              -----------  -----------  -----------  -----------
</TABLE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                                                  SIX MONTHS ENDED
                                                                      JUNE 30,
                                                             --------------------------
                                                                 2001          2000
                                                             ------------  ------------
<S>                                                          <C>           <C>
Cash flows from operating activities:
Net income (loss)                                            $ 1,241,278   $  (659,664)
Adjustments to reconcile net income (loss) to net cash
   provided (used) by operating activities:
   Depreciation                                                  100,424        76,793
   Asset pool costs deducted in net gain on    collections       222,371       194,514
   Change in loan loss reserve                                   (13,063)      (41,789)
   Cost of real estate                                         1,163,288        54,574
   Other costs capitalized                                        (4,362)     (109,630)
   Minority interests                                           (118,328)            -
Changes in operating assets and liabilities:
   Other assets                                                 (322,840)      (88,246)
   Accrued interest income                                      (153,176)      (66,565)
   Accrued net income from joint venture                         (10,307)            -
   Accounts payable and accrued expenses                          38,332       (56,392)
   Accounts payable to related parties                          (326,919)            -
   Accrued interest expense                                       73,181             -
   Deferred tax liability                                        (50,000)            -
                                                             ------------  ------------
      Net cash provided (used) by operating activities         1,839,879      (696,405)
                                                             ------------  ------------

Cash flows from investing activities:
   Purchase of commercial real estate                            (40,229)   (4,338,498)
   Reimbursed costs previously capitalized                       112,270             -
   Purchase of investment real estate                           (953,227)       (5,896)
   Proceeds from notes receivable from related parties               618         1,610
   Distributions from equity investments                          66,554             -
   Purchase of notes receivable                               (8,271,744)   (2,453,125)
   Proceeds from notes receivable                              2,790,581        30,303
   Purchase of treasury stock                                          -      (193,845)
   Purchase of asset pools                                          (678)       (6,647)
   Proceeds from purchased assessments                             5,596        17,285
   Purchase of property and equipment                             (3,311)     (196,926)
                                                             ------------  ------------
      Net cash used by investing activities                   (6,293,210)   (7,145,739)
                                                             ------------  ------------

Cash flows from financing activities:
   Proceeds from notes payable to related parties                660,000             -
   Proceeds from notes payable                                 7,663,007     6,559,890
   Payments on notes payable                                  (3,326,112)   (1,131,090)
                                                             ------------  ------------
      Net cash provided by financing activities                4,996,895     5,428,800
                                                             ------------  ------------

Net increase (decrease) in cash                                  543,564    (2,413,344)

Cash at beginning of period                                      174,223     2,741,787
                                                             ------------  ------------

Cash at end of period                                        $   717,787   $   328,443
                                                             ------------  ------------


Supplemental cash flow information:
     Cash paid for interest                                  $   202,958   $    23,650
                                                             ------------  ------------
</TABLE>


                                        3
<PAGE>
                           RAMPART CAPITAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001

                                   (UNAUDITED)

NOTE 1 - SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

          The  accompanying  unaudited  financial  statements have been prepared
          without  audit  in  accordance  with  accounting  standards  generally
          accepted  in  the  United  States  of  America  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,  2000.

     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.

          In  March  and  June  of  2001  the  company sold a one-half ownership
          interest  in a majority of its residential lots and acreage within the
          Newport  project to a Canadian development and investment company. The
          project  is  being reported as a joint venture between Rampart and the
          Canadian  company  using the equity method of accounting. All material
          intercompany  balances  have  been  eliminated.

     Project  Financing
     ------------------

          Revenues  from  project financing are reported net of direct financing
          costs,  primarily  interest  expense, associated with the financing of
          each project. The gross project financing revenues and financing costs
          for  the  six  months  ending  June  30, 2001 and 2000 are as follows:

                                                   Six Months Ended
                                                      June 30,
                                                    2001       2000
                                                 ---------------------

               Gross project financing revenues  $ 572,692   $124,850
               Less: Financing costs              (238,244)   (54,749)
                                                 ----------  ---------
               Project financing income, net     $ 334,448   $ 70,101
                                                 ----------  ---------

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

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

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

          Certain  reclassifications  have  been  made  to  the  2000  financial
          statements  to  conform  to  the  2001  presentation.  Financing costs
          incurred  in  financing projects are reported as reductions in project
          financing  revenues,  whereas  in  2000 these financing costs had been
          reported as interest expense. These reclassifications had no effect on
          the  2000  net  loss  or  stockholders'  equity.


                                        4
<PAGE>
                           RAMPART CAPITAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 2001

                                  (UNAUDITED)


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  or options, thus basic and diluted earnings
          (loss)  per  share  are  the  same  for  all  periods  presented.


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,  and manage a condominium
          redevelopment  project  (the  "Project").  In  connection  with  the
          Project's  initial  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  $2.9  million and additional loans of $700,000 by the
          partners.


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 foreclosing on the collateral underlying an acquired
          real  estate  debt.  The  commercial ventures segment involves holding
          foreclosed  and acquired improved real estate 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 by real estate or other
          collateral.  "Unallocated"  represents  activities  that  are  general
          corporate in nature and do not relate specifically to any one segment.
          Unallocated segment assets are comprised of cash, a related party note
          receivable,  prepaid  assets  and  property and equipment. Unallocated
          revenue is comprised of interest income generated from overnight money
          market  invested  funds  and  miscellaneous  other  income.  Financial
          information  by  reportable  operating  segment  is  as  follows:


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                                            As  of  and  for  the  Six  months  ended  June  30,  2001
                                             ----------------------------------------------------------------------------------
                                              Purchased     Commercial    Investment     Project
                                             Asset Pools     Ventures     Real Estate   Financing    Unallocated      Totals
                                             ------------  ------------  -------------  ----------  -------------  ------------
<S>                                          <C>           <C>           <C>            <C>         <C>            <C>
Revenue                                      $    672,338  $ 1,569,716   $  1,953,560   $  334,448  $      6,991   $ 4,537,053
Segment profit (loss)                             476,526     (304,557)       882,727      317,580      (180,998)    1,191,278
Identifiable assets                             1,945,991    8,191,902      2,373,346    9,623,357     1,543,543    23,678,139
Depreciation and amortization                           -       91,247              -            -         9,177       100,424
Capital expenditures                                    -       40,227              -            -         3,311        43,538
Investment in segment assets                          678            -        953,227    5,200,000             -     6,153,905
Interest expense                                      106      198,441         34,640            -        42,952       276,139

                                                            As  of  and  for  the  Six  months  ended  June  30,  2000
                                             ----------------------------------------------------------------------------------
                                              Purchased     Commercial    Investment     Project
                                             Asset Pools     Ventures     Real Estate   Financing    Unallocated      Totals
                                             ------------  ------------  -------------  ----------  -------------  ------------
Revenue                                      $    432,584  $   923,359   $     27,498   $   70,101  $     20,991   $ 1,474,533
Segment profit (loss)                             107,177     (627,638)       (52,852)      62,407      (171,758)     (682,664)
Identifiable assets                             2,283,830    8,371,849      1,986,749    3,325,490       548,683    16,516,601
Depreciation and amortization                           -       67,582              -            -         9,211        76,793
Capital expenditures                                    -    4,503,100              -            -        33,325     4,536,425
Investment in segment assets                        6,647            -        115,526    2,453,125             -     2,575,298
Interest expense                                        -       23,650              -            -             -        23,650
</TABLE>


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


RESULTS  OF  OPERATIONS

SIX  MONTHS  ENDED  JUNE  30,  2001  COMPARED  TO SIX MONTHS ENDED JUNE 30, 2000


Revenues  increased $3,062,520 from $1,474,533 during the six months ending June
30,  2000 to $4,537,053 during the first half of 2001.  The increase in revenues
consisted  of  growth in commercial ventures revenues of $646,357, in investment
real  estate  revenues of $1,926,062, in project financing revenues of $264,347,
and  in net gain on collections on asset pools of $239,754, which increases were
partially offset by a decrease in unallocated revenues of $14,000.  The increase
in  commercial  ventures  revenues of $646,357 was primarily due to increases of
approximately  $130,000  at  the  Newport  Golf  Club  and  Conference  Center
operations,  of approximately $56,000 in rentals from our Dallas and San Antonio
retail centers, and of approximately $460,000 in residential unit sales from the
condominium  redevelopment  project.  The  increase  in  investment  real estate
revenues of $1,926,062 was mainly due to the sale of a 50% ownership interest in
768  residential  lots  and  8  tracts  of  land within the Newport project to a
Canadian  development  and investment company and the sale of 12 additional lots
to a local real estate developer, for which there were no corresponding sales in
the first six months of 2000.  The increase in revenues for project financing of
$264,347  was  due  to  increased  lending activity combined with a wider spread
between  our  cost  of  capital and our lending rates on financing projects.  On
June 30, 2001, we had $9,604,382 in project loans compared to $3,793,136 on June
30,  2000.  Revenues  from  net  gain on collections on asset pools increased by
$239,754  in  the first half of 2001 compared to the same period in 2000 because
of  higher  collections  activity  in  that  segment.

Costs of real estate sales were $1,115,818 higher in the six-month period ending
June  30, 2001 compared to the same period in 2000.  The primary reason for this
increase was the cost of investment real estate sold from the Newport project of
$795,332  during  the  first  six months of 2001 compared to no cost of sales of
investment  real  estate  in  the  corresponding  period  in  2000.  The cost of
commercial real estate sold by the condominium project in the current period was
$320,486  higher  than  in the first six months of 2000.  The cost of commercial
real  estate  sold in the first six months of 2001 was $367,956 compared to only
$47,470  in  the  same  period  in  2000.

Operating  and  other  costs  decreased  by  $5,110 from $948,774 during the six
months  ending  June 30, 2000 to $943,664 for the same period in 2001.  Costs of
operations  at  Newport  decreased  by  $86,074  during  the  first half of 2001
compared  to  the  same  period  in 2000.  The decrease in operational and other
costs  at Newport Golf Club and Conference Center was primarily due to increased
operating  efficiencies  resulting  from  the  discontinued  use  of  an outside
management  company  in  favor  of  internal  management.  These  decreases  in
operational  and  other  direct costs at Newport Golf Club and Conference Center
occurred even with increases in revenues of $130,517 from the first half of 2001
compared to the same period in 2000.  Operating and other costs increased at the
condominium  project  by  $77,715  from $7,104 for the six months ended June 30,
2000 to $84,819 for the period ended June 30, 2001.  The condominiums were being
redeveloped  during  the  first  half of 2000 and were available for sale during
2001.  All  other operating and other costs increased by $3,249 during the first
half  of  2001  as  compared  to  the  same  period  in  2000.

General and administrative expenses ("G&A") decreased $56,291 from $1,137,303 in
the  first  six  months  of  2000 to $1,081,012 in the same period of 2001.  The
decrease  was  almost  entirely  due  to  the  reversal  of  accrued homeowners'
assessments  in  the amount of $59,327 at the condominium redevelopment project.
The  project's  homeowners' association cancelled the assessments as a result of
flooding  and  subsequent  inhabitability  of  the condominium.  The condominium
units are being restored through the use of flood insurance proceeds provided by
the  homeowners' association.  Monthly assessments are expected to be reinstated
after  the  flood  restoration  is  completed.

Interest  expense  increased  $252,489 from $23,650 in the first half of 2000 to
$276,139  for  the  same  period in 2001.  This increase in interest expense was
almost  entirely  attributable  to  the condominium redevelopment project, which
reported  an interest expense increase of $257,388.  The increased interest from
the condominium project was the result of capitalizing the interest costs during
the  construction  period  during  2000  through  September  of  that  year, and
expensing  interest  in  2001.

Minority  interests expense reduced total operating expenses by $118,328 for the
six  months  ended  June 30, 2001 with no corresponding expense reported for the
comparable  2000  period.  Minority  interests  expense  represents the minority
partners'  share  of  the  condominium  redevelopment  project's  revenues  and
expenses.  Minority  interest  expense did not occur during the first six months
of  2000  because  the construction phase of the condominium project was not yet
complete  at  June  30,  2000.

Our  net  income  before  income  taxes  increased  $1,873,942  from  a  loss of
$(682,664)  during  the  first  half of 2000 to net income of $1,191,278 for the
same period in 2001.  The increased income consisted of $323,081 from commercial
ventures,  $935,579 from investment real estate, $255,173 from project financing
activities, and $369,349 from net gain on collections on asset pools.  There was
a  decrease  of  $(9,240)  in  net  income before income taxes from revenues and
expenses not allocated in any specific segment.  Higher net income before income
taxes  in  the commercial venture segment primarily resulted from a smaller loss


                                        7
<PAGE>
from  Newport  Golf Course and Conference Center of approximately $375,000.  The
increase  from  investment  real  estate was due primarily to increased sales of
residential  lots and tracts of land from the Newport project, which resulted in
higher  net income before income taxes of approximately $992,000.  The increased
net  income  from  the  project  financing  segment  was  due  to increased loan
activity.  The  increase  in  net  income from net gains on collections on asset
pools  was  mainly  due  to  increased collection activities and lower allocated
costs  charged  to  expense  for  asset  pools  collected.

Income  tax  benefit  was  $23,000 in 2000 compared to $50,000 in 2001.  We have
available  a  significant  net  operating  loss carryforward which was primarily
generated  from  the acquisition of certain corporate subsidiaries and assets of
MCorp Trusts.   Due to the availability of net operating loss carry forwards and
other net deferred tax assets, we offset our taxable income during 2000 and 2001
and  adjusted  its  valuation  allowance  accordingly.


THREE  MONTHS  ENDED  JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000

Revenues  increased $1,366,689 from $823,891 during the three months ending June
30,  2000  to  $2,190,580  during  the  second quarter of 2001.  The increase in
revenues  consisted  of  growth  in  commercial  ventures  revenues of $273,177,
investment  real  estate  revenues  of  $759,362,  project financing revenues of
$176,865,  net  gain on collections on asset pools of $145,536, and other income
of  $11,749.  The  increase in commercial ventures revenues was primarily due to
increased  revenues  from  Newport  of  $84,871, from the condominium project of
$171,547,  and  from  the Dallas and San Antonio retail centers of $16,760.  The
increase  in  investment  real  estate  revenues  was  mainly due to the sale of
residential  lots and tracts of land in 2001 of $751,842 for which there were no
corresponding  sales  during  the second quarter of 2000.  Project financing net
revenues  were up due to higher lending levels during the second quarter of 2001
compared  to  the same quarter in 2000.  The increase in net gain on collections
on  asset  pools  was  principally  due  to  the timing of collections in normal
business  operations.

Cost  of  real  estate  sales  increased  by $312,204 from $47,470 for the three
months  ending  June  30,  2000  to  $359,674  for the same period in 2001.  The
increase  consisted  of  $102,450  higher costs of residential units sold by the
condominium  project  and  an  increased cost of investment real estate sales at
Newport  of  $209,754  during the second quarter of 2001 for which there were no
corresponding  sales  in  the  same  quarter  of  2000.

Operating and other costs increased by $11,270 from $524,522 incurred during the
quarter  ending  June 30, 2000 and $535,792 for the same period in 2001.  During
the second quarter of 2001, the operating and other costs at Newport Golf Course
and  Conference  Center  decreased  by  $27,672 while the operating costs at the
condominium  redevelopment  project increased by $38,942 due to additional sales
activity  during the second quarter of 2001 as compared to the second quarter of
2000.

General  and  administrative expenses ("G&A") decreased $88,092 from $564,922 in
the second quarter of 2000 to $476,830 in the same period of 2001.  The decrease
was  almost completely due to the reversal of accrued homeowners' assessments in
the  amount  of $59,327 at the condominium redevelopment project.  The project's
homeowners'  association  cancelled  the assessments as a result of flooding and
subsequent  inhabitability  of  the  condominium  units.  These  units are being
restored through the use of flood insurance proceeds provided by the homeowners'
association.  Monthly  assessments are expected to be reinstated after the flood
restoration  is  completed.  The  remainder  of  the  decrease  is predominantly
explained  by  a  decrease  in portfolio review and asset investigative research
expense  of  approximately  $13,000.

Interest  expense  increased  by  $147,547  from  $12,459 to $160,006 during the
second  quarter  of  2001 as compared to the same period in 2000.  This increase
was  almost  entirely attributable to the condominium project where the interest
expense  during  the  second  quarter of 2001 was $144,877 with no corresponding
interest expense during the same quarter of 2000.  All interest expense incurred
by  the  condominium  redevelopment project was capitalized into the cost of the
condominium  units  until  construction  was  complete  in  September  2000.

Minority  interests  expense  reduced total operating expenses by $24,532 during
the  second quarter of 2001.  There was no minority interests expense during the
second  quarter  of  2000.  Minority  interests  expense represents the minority
partners'  share  of  the  condominium  redevelopment  project's  revenues  and
expenses.  Minority  interest expense did not occur during the second quarter of
2000  because  the  construction  phase  of  the condominium project was not yet
complete  at  June  30,  2000.

The  net  income  before  income  taxes  increased $1,008,292 from a net loss of
$(325,482) during the second quarter of 2000 to a net income of $682,810 for the
same  period  in  2001.  The  increased  net  income  consists  of $198,036 from
commercial ventures, $454,031 from investment real estate, $168,171 from project
financing, $218,566 from net gain on collections on asset pools, which increases
were  partially  offset  by  an  increased  loss  from  unallocated  profits  of
$(30,512).  The  increased net income before income taxes on commercial ventures
was  primarily  due  to  reduced losses of $215,365 from Newport Golf Course and
Convention  Center  during  the  second  quarter of 2001 as compared to the same
period  in  2000.  The  condominium redevelopment's loss increased by $22,604 in
the  second  quarter  of  2001  over  the second quarter of 2000, which loss was
offset  by  the  Dallas  and  San  Antonio  retail centers increased earnings of
$19,231.  The  $474,303  increase  in  earnings  from investment real estate was
primarily  due to sales in 2001 for which there were no recurring sales in 2000.
The  increase  in earnings from project financing and net gain on collections on
asset  pools  were  related  to  increased  activities  in  both  segments.


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<PAGE>
Income  tax  benefit  was  $25,000  in the second quarter of 2001 compared to no
income  tax  benefit  recorded  in  the  second  quarter  of  2000.

LIQUIDITY  AND  CAPITAL  RESOURCES

We  had  cash  and  cash  equivalents  of  $717,787 at June 30, 2001 compared to
$174,223  at  December  31,  2000.

During  2001,  we continued to invest a substantial portion of our cash reserves
in  various  projects,  most  notably  was  a $5.2 million investment in several
short-term  bridge  financing  loans.  This  short-term bridge financing of real
estate  are  high  yield  loans  and  are  fully secured by real estate or other
collateral.  Cash  flow  from financing activities during the first half of 2001
was  $5.0  million.  Part of our financing consisted of several first lien notes
totaling $3.8 million at a prime plus 2% to prime plus 2.5% interest rate from a
national  lending  institution  and  $660,000  in second lien notes from related
parties  bearing 18% interest, with both the first and second lien notes secured
by  the real estate secured loans we originated.  The remainder of the financing
consisted  of  $2.1  million  in draws against our revolving credit facility, of
which  $700,000  was  used  to  provide  secured bridge financing loans with the
balance  used  to  purchase  additional  lots  at Newport and to provide general
working  capital  to  fund  operations.

Due  to  the  capital-intensive nature of our business, we have experienced, and
expect to continue to experience substantial working capital needs.  Future 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  currently  exist.  However,  demand for our real estate
secured  bridge  financing  exceeds  our  availability  from  current  sources.

On June 30, 2001, we renewed our revolving credit facility to mature on December
31,  2001.  This  revolving  credit  facility is secured by notes receivable and
real  estate  in  purchased  asset pools, commercial and investment real estate,
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  (7.75%  and  10.50%  as  of  June  30,  2001  and  December  31,  2000,
respectively).  Management  is  negotiating with 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 June 30, 2001, we had acquired 144,587
shares  at  a  total cost of $378,499 or $2.62 per share.  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  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

At  the  Annual  Meeting  of  Shareholders  held June 29, 2001, the shareholders
elected  the  six  persons  nominated  for  election  to  the Company's Board of
Directors  and  ratified the selection of Pannell Kerr Forster of Texas, P.C. as
our  independent  public auditors.  The results of the election were as follows:

1.     Election  of  Directors

                                         Number of Shares Voted
                                     -----------------------------
           Name and Nominee             For     Against  Abstained
-----------------------------------  ---------  -------  ---------

Charles W. Janke                     2,859,513   18,600     27,030
J. H. (Jim) Carpenter                2,859,513   18,600     27,030
James W. Christian                   2,859,513   18,600     27,030
James J. Janke                       2,859,513   18,600     27,030
Robert A. Shuey, III                 2,859,513   18,600     27,030
William F. Mosley                    2,859,513   18,600     27,030

2.     Ratification  of  Independent  Auditors

                                         Number of Shares Voted
                                     -----------------------------
      Name of Accounting Firm           For     Against  Abstained
-----------------------------------  ---------  -------  ---------
Pannell Kerr Forster of Texas, P.C.  2,877,013    1,100     27,030
-----------------------------------  ---------  -------  ---------


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  June  30,  2001.


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<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                                        August 13, 2001
     C.  W.  Janke
     Chairman  of  the  Board
     Chief  Executive  Officer
     (Principal  Executive  Officer)

By:  /s/  J.  H.  CARPENTER                                    August 13, 2001
     J.  H.  Carpenter
     President
     Chief  Operating  Officer

By:/s/  CHARLES  F.  PRESLEY                                   August 13, 2001
     Charles  F.  Presley
     Vice-President
     Chief  Financial  Officer
     Treasurer
     (Principal  Financial  Officer)


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<PAGE>
                           RAMPART CAPITAL CORPORATION
                             EXHIBITS TO FORM 10-QSB
                       FOR THE QUARTER ENDED JUNE 30, 2001

                                INDEX OF EXHIBITS

   EXHIBIT
     NO.                     DESCRIPTION
     ---                     -----------
     3.1  Restated  Articles  of  Incorporation  (Exhibit  3.1  to  Rampart's
          Registration  Statement  on  Form  SB-2  (Reg.  No.  333-71089)  and
          incorporated  herein  by  reference).
     3.2  Bylaws  (Exhibit  3.2 to Rampart's Registration Statement on Form SB-2
          (Reg.  No.  333-71089)  and  incorporated  herein  by  reference).
     4.1  Form  of Warrant Agreement Between Rampart and American Stock Transfer
          and  Trust Company (Exhibit 4.1 to Rampart's Registration Statement on
          Form  SB-2 (Reg. No. 333-71089) and incorporated herein by reference).
     4.2  First  Amendment  of  Warrant Agreement (Exhibit 4.1 to Rampart's Form
          8-K filed April 12, 2001 (File No. 1-15277) and incorporated herein by
          reference).
   *10.3  Eleventh Amendment to Loan Agreement with Southwest Bank of Texas N.
          A.,  amended  June  30,  2001.



_______________________________
*   Filed  herewith.


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