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,  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  Oct  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>
<TABLE>
<CAPTION>

INDEX

PART  I.  FINANCIAL  INFORMATION

<S>                                                                                                                 <C>
Item 1. Unaudited Consolidated Financial Statements
        Consolidated Balance Sheets at September 30, 2001 (Unaudited) and December 31, 2000 (Audited). . . . . . . .   2
        Unaudited Consolidated Statements of Operations for the Three Months and Nine Months ended
              September 30, 2001 and 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
        Unaudited Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2001 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. . . . . . . . . . . .   8

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
</TABLE>


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

                           CONSOLIDATED BALANCE SHEET



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


                                   ASSETS

Cash                                            $   940,014   $   174,223
Purchased asset pools, net                        1,643,870     2,156,214
Commercial ventures, net                          7,785,443     8,237,288
Investment real estate                            2,452,400     2,286,667
Notes receivable from related parties, net          151,799       489,901
Notes receivable project financing                8,256,272     3,502,622
Property and equipment, net                         458,151       518,861
Other assets                                        647,397       256,300
Minority interest                                   190,413        83,298
                                                ------------  ------------
     Total assets                               $22,525,759   $17,705,374
                                                ------------  ------------

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable                                   $ 8,145,340   $ 7,259,332
Notes payable to related parties                  1,745,304             -
Accounts payable and accrued expenses               996,832     1,048,254
Deferred tax liability                              204,000       279,000
                                                ------------  ------------
     Total liabilities                           11,091,476     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                               5,588,027     3,272,532
  Treasury stock, 144,857 shares, at cost          (378,499)     (378,499)
                                                ------------  ------------
     Total stockholders' equity                  11,434,283     9,118,788
                                                ------------  ------------
Total liabilities and stockholders' equity      $22,525,759   $17,705,374
                                                ------------  ------------
</TABLE>


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

                            CONSOLIDATED  STATEMENTS  OF  OPERATIONS

                                         (UNAUDITED)

                                                 THREE MONTHS ENDED        NINE MONTHS ENDED
                                                   SEPTEMBER 30,             SEPTEMBER 30,
                                              ------------------------  ------------------------
                                                  2001        2000          2001        2000
                                              -----------  -----------  -----------  -----------
<S>                                           <C>          <C>          <C>          <C>
Net gain on collections on asset pools        $1,736,766   $  205,650   $2,409,104   $  638,234
Investment real estate income                     37,917       13,200    1,991,476       40,698
Commercial ventures income                       526,218      733,293    2,095,935    1,656,652
Project financing income (loss), net             (49,445)      43,720      285,003      113,820
Other income (expense)                             6,909       22,689       13,900       43,680
                                              -----------  -----------  -----------  -----------
     Total revenue                             2,258,365    1,018,552    6,795,418    2,493,084

Costs of real estate sales                         9,881      145,579    1,173,169      193,049
Operating and other costs                        481,496      512,269    1,425,159    1,461,042
General and administrative expenses              669,058      508,293    1,750,071    1,645,595
Interest expense                                  37,501       28,514      313,640       52,166
Minority interests                                11,212            -     (107,116)           -
                                              -----------  -----------  -----------  -----------
     Total operating expense                   1,209,148    1,194,655    4,554,923    3,351,852
                                              -----------  -----------  -----------  -----------
Net income (loss) before income tax benefit    1,049,217     (176,103)   2,240,495     (858,768)
Income tax benefit                                25,000            -       75,000       23,000
                                              -----------  -----------  -----------  -----------
     Net income (loss)                        $1,074,217   $ (176,103)  $2,315,495   $ (835,768)
                                              -----------  -----------  -----------  -----------
Basic net income (loss) per common share      $     0.37   $    (0.06)  $     0.80   $    (0.28)
                                              -----------  -----------  -----------  -----------
Diluted net income (loss) per common share    $     0.37   $    (0.06)  $     0.80   $    (0.28)
                                              -----------  -----------  -----------  -----------
Average common shares outstanding              2,905,143    2,916,550    2,905,143    2,986,137
                                              -----------  -----------  -----------  -----------
</TABLE>


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

                            CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

                                           (UNAUDITED)


                                                                    NINE MONTHS ENDED
                                                                       SEPTEMBER 30,
                                                          ---------------------------------------
                                                                  2001                 2000
                                                          -------------------  ------------------
<S>                                                       <C>                        <C>
Cash flows from operating activities:
Net income (loss)                                               $  2,315,495         $  (835,768)
Adjustments to reconcile net income (loss) to net cash
   provided (used) by operating activities:
   Depreciation                                                      151,711             121,898
   Gain on sale of investment real estate                         (1,305,027)                  -
   Gain on collections on asset pools                             (1,590,000)                  -
   Deferred taxes                                                    (75,000)                  -
   Asset pool costs deducted in net gain on collections              557,931             278,276
   Change in loan loss reserve                                       323,937             (53,337)
   Cost of real estate                                             1,173,169             221,548
   Other costs capitalized                                            (8,710)           (124,668)
   Minority interests                                               (107,116)                  -
Changes in operating assets and liabilities:
   Other assets                                                     (391,097)            (96,471)
   Accrued interest income                                           (88,222)           (183,248)
   Accrued net income from joint venture                              (9,133)                  -
   Accounts payable and accrued expenses                             (51,422)            (74,114)
   Accrued interest expense                                           68,597                   -
                                                          -------------------  ------------------
      Net cash provided (used) by operating activities               965,113            (745,884)
                                                          -------------------  ------------------

Cash flows from investing activities:
   Purchase of commercial real estate                                (79,809)         (5,346,334)
   Reimbursed costs previously capitalized                           111,463                   -
   Purchase of investment real estate                             (1,044,008)           (239,950)
   Distributions from equity investments                              73,088                   -
   Purchase of notes receivable                                  ( 8,052,021)         (2,453,124)
   Proceeds from notes receivable                                  6,249,009              48,504
   Purchase of asset pools                                              (756)             (6,608)
   Proceeds from purchased assessments                                 1,794              14,754
   Purchase of property and equipment                                (23,797)           (205,376)
                                                          -------------------  ------------------
      Net cash used by investing activities                       (2,762,037)         (8,188,134)
                                                          -------------------  ------------------

Cash flows from financing activities:
   Purchase of treasury stock                                              -            (378,499)
   Proceeds from notes payable to related parties                  2,405,304                   -
   Payments on notes payable to related parties                     (660,000)                  -
   Proceeds from notes payables                                    7,816,968           7,941,507
   Payments on notes payables                                     (6,999,557)         (1,131,090)
                                                          -------------------  ------------------
      Net cash provided by financing activities                    2,562,715           6,431,918
                                                          -------------------  ------------------

Net increase (decrease) in cash                                      765,791          (2,502,100)

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

Cash at end of period                                           $    940,014         $   239,687
                                                          -------------------  ------------------
</TABLE>


                                        4
<PAGE>
                           RAMPART CAPITAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 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 accounting principles generally accepted in
               the  United  States of America 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
               [herein  referred  to as "Rampart" or "The Company"]. 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 nine months ending September 30, 2001
               and  2000  are  as  follows:


                                                      Nine  Months  Ended
                                                         September 30,
                                                       2001         2000
                                                    -----------  ----------
                  Gross project financing revenues  $1,061,524   $ 247,988
                  Less: Financing costs               (408,808)   (134,168)
                  Less: Loan impairment               (367,713)          -
                                                    -----------  ----------
                  Project financing income, net     $  285,003   $ 113,820
                                                    -----------  ----------


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

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

                                        5
<PAGE>
                           RAMPART CAPITAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001

                                  (UNAUDITED)

         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.


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  located  in Houston, Texas (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 secured
          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.
          The  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:


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                        As  of  and  for  the  Nine  Months  ended  September  30,  2001
                                --------------------------------------------------------------------------------
                                 Purchased    Commercial   Investment     Project
                                Asset Pools    Ventures    Real Estate    Financing    Unallocated     Totals
                                ------------  -----------  ------------  -----------  -------------  -----------
<S>                             <C>           <C>          <C>           <C>          <C>            <C>
Revenue                         $  2,409,104  $2,095,935   $  1,991,476  $   285,003  $     13,900   $ 6,795,418
Segment profit (loss)              2,058,239    (464,994)       723,901      241,895      (318,546)    2,240,495
Identifiable assets                1,643,870   8,206,105      2,452,400    8,406,766     1,816,618    22,525,759
Depreciation and amortization              -     137,917              -            -        13,794       151,711
Capital expenditures                       -      79,809              -            -        23,797       103,606
Investment in segment assets             756           -      1,049,870   10,930,331             -    11,980,957
Interest expense                         432     205,766         44,912            -        62,530       313,640


                                        As  of  and  for  the  Nine  Months  ended  September  30,  2000
                                ---------------------------------------------------------------------------------
                                 Purchased    Commercial    Investment     Project
                                Asset Pools    Ventures     Real Estate   Financing    Unallocated      Totals
                                ------------  -----------  -------------  ----------  -------------  ------------
Revenue                         $    638,234  $1,656,652   $     40,698   $  113,820  $     43,680   $ 2,493,084
Segment profit                       298,301    (922,007)      (138,445)      80,577      (177,194)     (858,768)
Segment assets                     2,214,109   8,743,596      2,235,840    3,898,622       427,571    17,519,738
Depreciation and amortization              -     108,597              -            -        13,301       121,898
Capital expenditures                       -   5,288,723              -            -        33,325     5,322,048
Investment in segment assets           6,647           -        364,617    2,453,125             -     2,824,389
Interest expense                           -      35,174         16,992            -             -        52,166
</TABLE>


                                        7
<PAGE>
                           RAMPART CAPITAL CORPORATION
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
                                    CONDITION


RESULTS  OF  OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2000


Revenues  increased  $4,302,334  from  $2,493,084  during the nine months ending
September  30,  2000  to  $6,795,418  during the first nine months of 2001.  The
increase  in  revenues  consisted  of  growth in commercial ventures revenues of
$439,283, in investment real estate revenues of $1,950,778, in project financing
revenues  of  $171,183,  and  in  net  gain  on  collections  on  asset pools of
$1,770,870.  These  increases were partially offset by a decrease in unallocated
revenues  of  $29,780.  The increase in commercial ventures revenues of $439,283
was primarily due to increases of approximately $49,000 at the Newport Golf Club
and  Conference Center operations, of approximately $107,000 in rentals from our
Dallas  and  San  Antonio  retail  centers,  and  of  approximately  $283,000 in
residential unit sales from the condominium redevelopment project.  The increase
in investment real estate revenues of $1,950,778 was mainly due to the sale of a
50%  ownership  interest in 778 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 nine months of 2000.  The increase in revenues
for project financing of $171,183 was due to increased lending activity combined
with  a  wider  spread  between  our  cost  of  capital and our lending rates on
financing  projects.  On  September  30, 2001, we had approximately $4.5 million
more  in  project loans outstanding as compared to September 30, 2000.  Revenues
from net gain on collections on asset pools increased by $1,770,870 in the first
three  quarters  of  2001  compared to the same period in 2000 because of higher
collection  activities in that segment, including a single large collection that
produced  a  net  gain  of  approximately  $1,576,000.

Costs  of real estate sales were $980,120 higher in the nine-month period ending
September  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 $805,213 during the first nine 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 in the first nine months of 2001 was $367,956
compared to $193,049 in the same period in 2000.  This $174,907 increase was due
to  sales  of  condominiums  in  2001  for  which  there  were no sales in 2000.

Operating and other costs decreased by $(35,883) from $1,461,042 during the nine
months  ending  September  30,  2000  to $1,425,159 for the same period in 2001.
Costs  of  operations  at  Newport decreased by $(95,453) during the first three
quarters  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
approximately $49,000 from the first three quarters of 2001 compared to the same
period  in 2000.  Operating and other costs increased at the condominium project
by  $56,320 from $28,499 for the nine months ended September 30, 2000 to $84,819
for  the  corresponding  period  in 2001 due to increased selling expenses.  The
condominiums  were  being redeveloped during the first half of 2000 and were not
available  for  sale  until  the  third  quarter  of 2000.  Sales continued from
January  through  June  of  2001  when  much  of  the  condominium  complex  was
significantly  damaged  by  flooding  from  tropical  storm  "Allison".  Flood
restoration  work  began  immediately  after  the  flood  and  is expected to be
completed  by  the  first  quarter  of  2002.  The  homeowner's  association has
received  approximately  $2.9  million  in  insurance  proceeds  for  which
approximately  $2.3 million has been segregated for our units. Some of the units
are  expected  to  be  ready  for  sale  in  the  fourth  quarter  of  2001.

General  and  administrative expenses ("G&A") increased $104,476 from $1,645,595
in  the  first  nine  months  of  2000 to $1,750,071 in the same period of 2001.
Labor  expenses  increased  approximately  $68,000  due  to  the  hiring  of  an
additional  employee  to  assist with collections, commissions paid to employees
related  to  specific  collections  agreements,  general  wage  increases  and
replacement  of  personnel  at  higher  rates  of  pay.  Franchise  tax  expense
increased  by  approximately  $53,000  due  to  higher  earnings.  Legal expense
increased  by  approximately  $39,000  due  to  increased collection activities.
Property  taxes  decreased  by  approximately $(47,000) due to the sale of a 50%
interest  in  most  of  the residential lots and acreage at the Newport project.

Interest  expense increased $261,474 from $52,166 in the first three quarters of
2000 to $313,640 for the same period in 2001.  Much of this increase in interest
expense  was  attributable  to  the  condominium  redevelopment  project,  which
reported  an interest expense increase of $143,524.  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  from  October  of  2000  through the beginning of the flood
restoration  period  in  June of 2001.  Since June 2001 an additional $58,155 in
interest  expense  has  been  capitalized  while  the  condominium redevelopment
project  is  under restoration, which is anticipated to be complete by the first
quarter  of  2002.  Increased borrowing on the working capital line of credit in
2001  as  compared  to  2000  resulted  in  increased  interest of approximately
$118,000.


                                        8
<PAGE>
Minority  interests expense reduced total operating expenses by $107,116 for the
nine  months ended September 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 nine months
of  2000  because  the  construction  phase  of  the condominium project was not
completed  until  September  30,  2000.

Net  income  before  income taxes increased $3,099,263 from a loss of $(858,768)
during  the  first  three  quarters of 2000 to net income before income taxes of
$2,240,495 for the same period in 2001.  The increase in net income consisted of
$457,013  from  commercial  ventures,  $862,346  from  investment  real  estate,
$161,318  from  project  financing  activities,  and $1,759,938 from net gain on
collections  on  asset  pools.  Increased  net income before income taxes in the
commercial  venture  segment primarily resulted from a smaller loss from Newport
Golf  Course  and Conference Center of approximately $406,000, increased profits
from  the Dallas and San Antonio retail centers of approximately $82,000, offset
by  increased losses from the condominium project of approximately $(12,000) and
an  increase  in  line of credit interest of $(19,000) assigned to this business
segment.  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
$902,000  offset  by an increase of approximately $(16,000) in carrying costs on
other  investment  assets, and an increase of approximately $(24,000) in line of
credit  interest  assigned  to  this segment.  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, including a single collection that produced a
net  gain  of  approximately  $1,576,000.

Income  tax  benefit  was  $23,000 in 2000 compared to $75,000 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 SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30,  2000

Revenues  increased  $1,239,813  from  $1,018,552 during the three months ending
September 30, 2000 to $2,258,365 during the third quarter of 2001.  The increase
in  revenues  consisted  of  growth in net gain on collections on asset pools of
$1,531,116  and  investment  real  estate  revenues  of $24,717, offset by lower
revenues  from  commercial  ventures revenues of $207,075, project financing net
revenues of $(93,165), and other income of $(15,780).   The increase in net gain
on  collections  on asset pools was principally due to the timing of collections
in  normal business operations.  The increase in investment real estate revenues
was  due  to  an  approximately $14,000 increase in sales of residential lots in
2001  as  compared  to  2000  and  an increase in rentals received on investment
assets  of  approximately $10,000.  The decrease in commercial ventures revenues
was  primarily  due  to  decreased  revenues from Newport of $(81,443), from the
condominium  project of $(175,837), offset by increases in revenues and from the
Dallas  and  San  Antonio  retail  centers  of $50,205.  Project financing gross
revenues  were up approximately $366,000 due to higher lending levels during the
third  quarter  of 2001 compared to the same quarter in 2000.  Project financing
net  revenues  decrease  by $(93,164) because of a loan loss impairment required
when  the  value of the asset securing the loan declines to less than the amount
due  on  the loan.  Some of our loans are secured by publicly traded stock which
declined  below  the  carrying value of the loans and, as such, an impairment of
approximately  $(368,000)  was recognized.  The amount of the impairment will be
increased for any further declines in the value of the collateral, and decreased
for  any increases in the value of the collateral or principal reductions in the
amounts  of  the  notes  receivable.

Cost  of  real  estate sales decreased by $(135,698) from $145,579 for the three
months  ending  September  30,  2000 to $9,881 for the same period in 2001.  The
decrease  consisted  of  $(145,579)  costs  of  residential  units  sold  by the
condominium project in 2000 for which there were no corresponding costs of sales
in  the  third quarter of 2001, offset by an increase of $9,881 in cost of sales
from  investment real estate, for which there were no corresponding sales in the
same  quarter  of  2000.

Operating  and  other costs decreased by $(30,773) from $512,269 incurred during
the  quarter ending September 30, 2000 and $481,496 for the same period in 2001.
This  decrease  consisted  of  a  decline  in  selling  costs at the condominium
redevelopment  project  of $(21,395) and a decrease of operating and other costs
at  Newport  Golf  Course  and  Conference  Center  by  $(9,378).

General  and administrative expenses ("G&A") increased $160,765 from $508,293 in
the third quarter of 2000 to $669,058 in the same period of 2001.  Those expense
categories showing increases in 2001 over 2000 were labor costs of approximately
$33,000,  legal  expense  of  approximately  $48,000,  and  franchise  taxes  of
approximately  $97,000,  offset  by  a  decrease  of  approximately $(20,000) in
professional  fees.  Labor  costs  increased  due to the hiring of an additional
employee to assist with collections and general wage increases to non-management
personnel.  Legal  expenses  increased  primarily  due  to  increased collection
activities.  The  increase  in  franchise  taxes  is  related  to  the increased
profits.  Professional  fees  declined  due  to  replacing an outside management
company  with  internal  management  at Newport Golf Club and Conference Center.


                                        9
<PAGE>
Because of increased borrowing on our line of credit, interest expense increased
by  $8,987  from  $28,514 during the third quarter of 2000 to $37,501 during the
same  period  in  2001.

Minority  interests expense increased total operating expenses by $11,212 during
the  third  quarter of 2001.  There was no minority interests expense during the
third  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 third quarter of
2000 because the construction phase of the condominium project was not completed
until  September  30,  2000.

Net  income  before  income  taxes  increased  $1,225,320  from  a  net  loss of
$(176,103)  during  the  third  quarter  of 2000 to a net income before taxes of
$1,049,217  for  the  same period in 2001.  The increased net income consists of
$1,390,589  from  net  gain  on  collections  on  asset pools, and $133,931 from
commercial  ventures,  which  increases  were  partially offset by a net loss of
$(73,233)  from  investment real estate, $(93,854) from project financing and by
an  increased  loss  from  unallocated profits of $(132,113).  The increased net
income before income taxes on net gain on collections on asset pools was related
to  increased  activities in this segment, primarily the collection of one large
item.  The  increased  earnings  on  commercial  ventures  was  primarily due to
reduced  losses of approximately $27,000 from Newport Golf Course and Conference
Center,  and of approximately $79,000 from the condominium redevelopment project
during  the  third  quarter  of 2001 as compared to the same period in 2000.  In
addition,  the Dallas and San Antonio retail centers reported higher earnings of
approximately  $39,000.  These  increases  were  partially  offset  by  higher
unallocated expenses in the commercial ventures by approximately $(11,000).  The
decrease  in  earnings  from investment real estate was predominantly due to the
carrying  costs  for  investment  land  exceeding  sales  for  the  quarter  by
approximately  $(73,000).  The  decrease  in earnings from project financing was
mainly  due to the impairment of a loan whose underlying collateral decreased in
value  by  approximately  $(368,000).

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

LIQUIDITY  AND  CAPITAL  RESOURCES


We  had  cash and cash equivalents of $940,014 at September 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 an $11.0 million investment in several
short-term  project  financing  loans  and the financing of sales of properties.
This  short-term  project  financing of real estate are high yield loans and are
fully  secured  by  real  estate  or  other  collateral.  Cash flow from project
financing  activities  during the first three quarters of 2001 was $7.2 million.
Borrowings  to  fund  our project financing activities for the nine months ended
September  30,  2001  consisted  of  several  first  lien notes, from a national
lending  institution  totaling  $5.3  million having interest rates ranging from
prime  plus  2%  to  prime  plus  2.5%  and $1,745,304 in second lien notes from
related  parties bearing 18% interest, with both the first and second lien notes
secured  by  the  real estate secured project financing loans we originated. The
remainder  of  the  financing  consisted  of  $2.2  million in draws against our
revolving credit facility, of which $250,000 was used to provide secured project
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  funds  available 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  (6.00%  and  10.50%  as  of  September  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 September 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.


                                       10
<PAGE>
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,
(5)  general  economic  declines,  particularly  within  the regions in which we
operate,  and  (6)  terrorist  activities.  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.


                                       11
<PAGE>
                           PART II. OTHER INFORMATION

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

      None  this  quarter.


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,  2001.


                                       12
<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  13,  2001
     C.  W.  Janke
     Chairman  of  the  Board
     Chief  Executive  Officer
     (Principal  Executive  Officer)

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

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


                                       13
<PAGE>
                           RAMPART CAPITAL CORPORATION
                             EXHIBITS TO FORM 10-QSB
                    FOR THE QUARTER ENDED SEPTEMBER 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. (Exhibit to Rampart's Form 10-QSB filed
          August  13,  2001  and  incorporated  herein  by  reference).






----------------------------------
*   Filed  herewith.


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<PAGE>