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 March 31, 2002

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

For  the  transition  period  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)



                            16401 Country Club Drive
                                  Crosby, Texas
                     (Address of Principal Executive Office)


                                      77532
                                   (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  May  9,  2002,  the  registrant  had  2,905,143  shares  of common stock
outstanding  after  deduction  of  144,857  shares  of  treasury  stock.

Transitional  Small  Business  Disclosure  Format  (check  one):
     Yes   [ ]
     No    [x]


<PAGE>
<TABLE>
<CAPTION>
                                      INDEX

PART I.  FINANCIAL  INFORMATION
<S>                                                                                     <C>
Item 1.  Financial Statements                                                           Page No.
          Consolidated Balance Sheets at March 31, 2002 (unaudited) and December
          31, 2001 (audited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
          Unaudited Consolidated Statements of Operations for the Three Months
          ended March 31, 2002 and 2001  . . . . . . . . . . . . . . . . . . . . . . . . . .  2
          Unaudited Consolidated Statements of Cash Flows for the Three Months
          ended March 31, 2002 and 2001  . . . . . . . . . . . . . . . . . . . . . . . . . .  3
          Notes to the Unaudited Consolidated Financial Statements . . . . . . . . . . . . .  4

Item 2.  Management's Discussion and Analysis or Plan of Operation . . . . . . . . . . . . .  6

PART II. OTHER INFORMATION

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

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
</TABLE>


<PAGE>
                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                          RAMPART CAPITAL CORPORATION

                          CONSOLIDATED BALANCE SHEETS


                                                  MARCH 31, 2002    DECEMBER 31, 2001
                                                 ----------------  -------------------
                                                   (UNAUDITED)          (AUDITED)
<S>                                              <C>               <C>
                                     ASSETS
Cash                                             $       346,912   $        1,071,223
Purchased asset pools, net                             1,499,411            1,573,942
Commercial ventures, net                               7,051,404            6,399,044
Investment real estate                                 1,673,414            1,635,147
Investment in real estate joint ventures               1,879,910            1,763,505
Notes receivable, real estate bridge lending           3,073,528            2,572,458
Notes receivable, other financing                      3,148,316            3,374,904
Notes receivable from related parties, net               149,241              154,868
Property and equipment, net                              423,693              430,959
Other assets                                             986,097              739,147
Minority interest                                              -              190,318
                                                 ----------------  -------------------
    Total assets                                 $    20,231,926   $       19,905,515
                                                 ----------------  -------------------

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable                                    $     6,690,718   $        6,402,329
Notes payable to related parties                         884,159              805,000
Accounts payable and accrued expenses                    792,901            1,012,858
Deferred tax liability                                    54,000              104,000
                                                 ----------------  -------------------
    Total liabilities                                  8,421,778            8,324,187
                                                 ----------------  -------------------

Commitments and contingencies

Stockholders' equity
Preferred Stock, $.01 par value; 10,000,000
shares authorized; none issued.

Common stock, $.01 par value; 10,000,000 shares
authorized; 3,050,000 shares issued.                      30,500               30,500
Additional paid-in-capital                             6,194,255            6,194,255
Retained earnings                                      5,963,892            5,735,072
Treasury stock, 144,857 shares, at cost                 (378,499)            (378,499)
                                                 ----------------  -------------------
    Total stockholders' equity                        11,810,148           11,581,328
                                                 ----------------  -------------------

Total liabilities and stockholders' equity       $    20,231,926   $       19,905,515
                                                 ----------------  -------------------
</TABLE>

See Notes to Consolidated Financial Statements


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (UNAUDITED)


                                                         THREE MONTHS ENDED MARCH 31,
                                                       ----------------------------------
                                                             2002              2001
                                                       -----------------  ---------------
<S>                                                    <C>                <C>
Net gain on collections on asset pools                 $        175,775   $      327,721
Investment real estate income                                   490,206        1,179,500
Equity in earnings of investment real estate ventures            27,941                -
Commercial ventures income                                       94,128          732,940
Real estate bridge lending income, net                           89,023           72,850
Other financing income (loss), net                              (43,398)          33,278
Interest income                                                   1,870                -
Other income                                                      5,400              183
                                                       -----------------  ---------------
     Total revenue                                              840,945        2,346,472

Costs of real estate sales                                        3,426          803,615
Operating and other costs                                       458,178          407,871
General and administrative expenses                             601,550          604,181
Interest expense                                                 37,243          116,133
Minority interests                                               (8,272)         (93,796)
                                                       -----------------  ---------------
Total operating expense                                       1,092,125        1,838,004
                                                       -----------------  ---------------
Income (loss) before income tax benefit
  and extraordinary item                                       (251,180)         508,468
Income tax benefit                                               50,000           25,000
                                                       -----------------  ---------------
Net income (loss) before extraordinary item                    (201,180)         533,468
                                                       -----------------  ---------------
Extraordinary item, extinguishment of debt,
   net of taxes                                                 430,000                -
                                                       -----------------  ---------------
Net income                                             $        228,820   $      533,468
                                                       -----------------  ---------------
Basic and diluted earnings per common share:
  Net income (loss) from operations                    $          (0.07)  $         0.18

  Extraordinary item                                               0.15                -
                                                       -----------------  ---------------
  Net income per common share                          $          $0.08   $         0.18
                                                       -----------------  ---------------
Average common shares outstanding                             2,905,143        2,905,143
                                                       -----------------  ---------------
</TABLE>

See Notes to Consolidated Financial Statements


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (UNAUDITED)


                                                                   THREE MONTHS
                                                                  ENDED MARCH 31,
                                                          -------------------------------
                                                                2002             2001
                                                          -----------------  ------------
<S>                                                       <C>                <C>
Cash flows from operating activities:
Net income                                                $        228,820   $   533,468
Adjustments to reconcile net income to net cash
  provided by (used in) operating activities
   Depreciation                                                     50,309        50,215
   Amortization of cost of asset pools                              74,205       118,337
   Amortization of deferred gain on joint venture assets           (47,968)            -
   Cost of commercial real estate sold                                   -       218,037
   Change in loan loss reserve                                           -        (3,063)
   Change in loan loss reserve, related parties                    120,000             -
   Project financing note issued in sale of investment
   real estate                                                                  (577,500)
   Equity in earnings of real estate joint ventures                (27,941)            -
   Minority interests                                               (8,272)      (93,796)
   Deferred Taxes                                                  (50,000)      (25,000)
   Extraordinary item                                             (430,000)            -
Changes in operating assets and liabilities
   Investment real estate                                          (41,366)     (225,145)
   Other assets                                                   (246,950)     (192,254)
   Accrued interest income                                             318       (26,541)
   Accrued interest income, related parties                         (4,373)            -
   Accounts payable and accrued expenses                          (219,957)     (126,771)
   Accrued interest expense                                          8,724             -
   Accounts payable to related parties                                   -       (52,750)
                                                          -----------------  ------------
     Net cash provided by (used in) operating activities          (594,451)     (402,763)
                                                          -----------------  ------------

Cash flows from investing activities:
   Purchase of commercial real estate                             (662,153)      (23,770)
   Real estate joint ventures:
       Investments                                                (126,000)            -
       Distributions                                                88,929             -
   Notes receivable:
       Advances                                                   (525,000)   (3,500,000)
       Collections                                                 204,376        52,784
   Proceeds from notes receivable from related parties                   -           840
   Purchase of notes receivable from related parties              (110,000)            -
   Purchase of asset pools                                               -          (423)
   Proceeds from purchased assessments                                   -           297
   Purchase of property and equipment                              (19,778)       (3,118)
                                                          -----------------  ------------
     Net cash used in investing activities                      (1,149,626)   (3,473,390)
                                                          -----------------  ------------

Cash flows from financing activities:
   Proceeds from notes payable to related parties                  100,000             -
   Payments on notes payable to related parties                    (20,841)            -
   Proceeds from notes payable                                     950,522     5,028,233
   Payments on notes payable                                        (9,915)   (1,033,647)
                                                          -----------------  ------------
     Net cash provided by financing activities                   1,019,766     3,994,586
                                                          -----------------  ------------

Net increase (decrease) in cash                                   (724,311)      118,433

Cash at beginning of period                                      1,071,223       174,223
                                                          -----------------  ------------

Cash at end of period                                     $        346,912   $   292,656
                                                          -----------------  ------------
</TABLE>

See Notes to Consolidated Financial Statements


                                        3
<PAGE>
                           RAMPART CAPITAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2002

                                   (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, 2001.

          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"). As of March
               31, 2002, the Company owns a 100% interest in a partnership that
               is reported using the full consolidation method. Before March 31,
               2002 the Company owned a 51% interest in the partnership and
               reported the ownership interests of minority participants as
               minority interest. The consolidated financial statements of the
               Company include 100% of the assets and liabilities of the
               partnership. As of March 31, 2002, when the Company became the
               100% owner of the partnership interest, all minority interest was
               eliminated and became part of the Company's investment in the
               partnership.

               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 real estate project to a Canadian development and
               investment company. The project is being reported as a joint
               venture between Rampart and the Canadian company being accounted
               for using the equity method of accounting.

               In December of 2001, the Company purchased a 50% interest in a
               real estate development partnership. This project is being
               accounted for using the equity method of accounting.

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

               Revenues from project financing, which include both real estate
               bridge lending and other financing, are reported net of direct
               financing costs, primarily interest expenses, associated with the
               financing of each project. The gross project financing revenues
               and financing costs for the three months ending March 31, 2002
               and 2001 were as follows:


                                        4
<PAGE>
<TABLE>
<CAPTION>
                          RAMPART CAPITAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2002

                                  (UNAUDITED)


                                                       Three Months Ended March 31,
                                                    ---------------------------------
                                                         2002             2001
                                                    --------------  -----------------
<S>                                                 <C>             <C>
         Gross real estate bridge lending revenues  $     166,368   $        168,048
                        Less: Bridge lending costs        (77,345)           (95,198)
                                                    --------------  -----------------
            Real estate bridge lending income, net  $      89,023   $         72,850
                                                    --------------  -----------------

                    Gross other financing revenues  $      76,602   $         33,278
                       Less: Other financing costs       (120,000)                 -
                                                    --------------  -----------------
                Other financing income (loss), net  $     (43,398)  $         33,278
                                                    --------------  -----------------
</TABLE>

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

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

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.

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 $1.4 million by the
          partners. Subsequently, the bank loan was reduced by flood insurance
          proceeds and renewed at $1.8 million. On March 31, 2002, the minority
          partners forgave $660,000 in debt to the Partnership and the Company
          assumed a 100% ownership interest in the Partnership.

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 consist of cash, a related party note
          receivable, prepaid assets and property and equipment. Unallocated
          revenue consists 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 Three Months Ended March 31, 2002
                                --------------------------------------------------------------------
                                 Purchased     Commercial    Investment     Project
                                Asset Pools     Ventures     Real Estate   Financing    Unallocated      Totals
                                ------------  ------------  -------------  ----------  -------------  ------------
<S>                             <C>           <C>           <C>            <C>         <C>            <C>

Revenue                         $    175,775  $   518,147   $     94,128   $   45,625  $      7,270   $   840,945
Equity in earnings of
  real estate joint ventures                                      27,941                                   27,941
Segment profit (loss)                 85,330     (266,843)       (17,668)      29,469       (81,468)     (251,180)
Extraordinary item                                430,000                                                 430,000
Assets of real estate joint
  ventures, equity method                                      1,879,910                                1,879,910
Identifiable assets                1,499,411    7,427,057      3,553,324    6,371,085     1,381,049    20,231,926
Depreciation and amortization              -       46,344              -            -         3,965        50,309
Capital expenditures                       -      860,743              -            -        19,778       880,521
Investment in segment assets               -            -        170,791      635,000             -       805,791
Interest expense                           -       21,372          6,219            -         9,652        37,243
</TABLE>

<TABLE>
<CAPTION>
                                        As of and for the Three Months Ended March 31, 2001
                                -------------------------------------------------------------------
                                 Purchased     Commercial    Investment    Project
                                Asset Pools     Ventures    Real Estate   Financing    Unallocated     Totals
                                ------------  ------------  ------------  ----------  -------------  -----------
<S>                             <C>           <C>           <C>           <C>         <C>            <C>
Revenue                         $    327,721  $   732,940   $  1,179,500  $  106,128  $        183   $ 2,346,472
Segment profit (loss)                197,304     (159,169)       447,132     100,089       (76,888)      508,468
Assets of real estate joint
  ventures, equity method                                        554,691                                 554,691
Identifiable assets                2,041,066    8,020,717      2,511,815   8,040,276     1,415,033    22,028,907
Depreciation and amortization              -       22,617              -           -        27,598        50,215
Capital expenditures                       -       23,770              -           -         3,118        26,888
Investment in segment assets             423            -        810,723   4,077,500             -     4,888,646
Interest expense                           -       81,555         15,538           -        19,040       116,133
</TABLE>


ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

Revenues  decreased  $1,505,527  from $2,346,472 during the quarter ending March
31, 2001 to $840,945 during the first quarter of 2002.  The decrease in revenues
consisted  of  reduced  commercial  ventures  revenues  of  $214,793,  reduced
investment  real  estate  revenues  of  $1,085,372,  reduced  project  financing
revenues,  net of $60,503, and reduced net gain on collections on asset pools of
$151,946, offset by an increase in unallocated revenues of $7,087.  The decrease
in commercial ventures revenue was due to decreases of approximately $294,000 in
residential  unit  sales  from  the condominium redevelopment project, offset by
increased sales of approximately $68,000 at the Newport Golf Club and Conference
Center  and  increases of approximately $11,000 from rentals from our Dallas and
San  Antonio  retail  centers.  The  decrease  in  revenues from the condominium
redevelopment  project  was due to the cessation of all sales after the flooding
of  the  condominium  units  in  June  2001 and the subsequent restoration.  All
condominium units have been restored as of March 31, 2002 and sales are expected
to resume in the second quarter of 2002.  The decrease in investment real estate
revenues  was  entirely  due to a decrease in real estate sales from the Newport
project of approximately $1,099,000, which was offset by an increase of revenues
from  our Conroe properties of approximately $14,000.   During the first quarter
of  2001,  we entered into a joint venture agreement with a Canadian development
and  investment company and sold to them a 50% interest in 431 residential lots.
This  single transaction resulted in revenues of $1,179,500 in the first quarter
of  2001  compared  to revenues of $80,409 in real estate sales from the Newport
project  during  the  first  quarter  of  2002.  Project  financing net revenues
decreased  by  $60,503 because of a loan loss impairment required when the value
of the asset securing the loan declined 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 $(120,000) 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.  This  decrease  in  project  financing revenues resulting from loan
impairment  costs  was offset by increases from other project financing revenues
of  approximately  $60,000,  which resulted from increased earnings from a wider
spread  between our cost of capital and our lending rates on financing projects.
On  March  31, 2002 we had $6,102,230 in project loans compared to $8,042,940 on
March  31, 2001.  Revenues from net gain on collections on asset pools decreased
by  $151,946  in  the  first quarter of 2002 compared to the same period in 2001
because  of  slower  collections  activity  in  that  segment.


                                        6
<PAGE>
Costs  of  real  estate sales were $800,189 lower in the quarter ended March 31,
2002  compared  to the corresponding quarter in 2001.  Cost of real estate sales
from  the condominium redevelopment project decreased from $218,036 in the first
quarter  of  2001 to no cost of real estate sales for the first quarter of 2002.
We  also  experienced  a  decrease  in  cost of real estate sales at the Newport
project  of  $582,153  due  to a large sale of a 50% interest in 431 residential
lots  in  the  first  quarter of 2001 for which there was no corresponding large
sale  in  the  first  quarter  of  2002.

Operating  and  other  costs  increased by $50,307 from $407,871 for the quarter
ending  March 31, 2001 to $458,178 for the same period in 2002.  These operating
cost  increases  were  primarily  the  result  of  higher costs of operations at
Newport  Golf  Club  and  Conference  Center, which corresponded with its higher
retail  sales.  Operating  costs  at the Newport Golf Club and Conference Center
increased  from $365,849 in the quarter ended March 31, 2001 to $458,178 for the
quarter  ended  March  31,  2002.  This  increase  was  offset  by  decreases in
operating  costs  at the condominium redevelopment project of $38,772 and at the
Newport  project of $3,250 during the first quarter of 2002 compared to the same
quarter  in  2001.

General  and  administrative  expenses ("G&A") decreased $2,631 from $604,181 in
the  first quarter of 2001 to $601,550 in the same period of 2002.  G&A expenses
that  increased  significantly  included  legal  expenses  which  increased  by
approximately  $56,000,  state  of  Texas  franchise  taxes  which  increased by
approximately  $22,000,  and  office  moving  expenses  of approximately $11,000
incurred  in  2002 for which there was no corresponding expenses in 2001.  Legal
expenses  were higher due to increased litigation on collections of asset pools.
We  accrued  higher state of Texas franchise taxes due to the expiration of some
franchise  loss  carryforward  deductions  at the end of 2001.  We also incurred
office  moving expenses in January 2002 when we moved our corporate offices from
downtown  Houston  to  our  own facility at the Newport Golf Club and Conference
Center  in  Crosby,  Texas.  G&A  expenses that decreased significantly included
advertising  expense  which  decreased  by  $(37,000),  property  expenses which
decreased  by  $(31,000), and property taxes which decreased by $(15,000).  Both
the  advertising  and  property  expense  decline  occurred  at  the condominium
redevelopment  project  due  to  the  shutdown  of  selling  operations  and
capitalization  of  property  expenses during the flood restoration period which
continued  throughout  the  first quarter of 2002.  We accrued less property tax
expense in the first quarter of 2002 compared to the same period in 2001 because
we  sold  some  of  the  real  estate  for which we paid property taxes in 2001.

Minority  interests  expense  reduced total operating expenses by $8,272 for the
three  months  ended  March 31, 2002 and by $93,796 for the same period in 2001.
Minority  interests  expense  represents  the  minority  partners'  share of the
condominium  redevelopment  project's  revenues  and  expenses.  We  held  a 51%
ownership  interest  in  the Partnership until March 31, 2002, when we assumed a
100% ownership interest.  As a result of assuming full ownership in the project,
no  further  minority  expense  from the project will be recorded in the future.

Interest expense decreased $78,890 from $116,133 in the first quarter of 2001 to
$37,243  for  the same period in 2002.  The majority of the decrease in interest
expense  was  attributable  to the commercial ventures segment, which reported a
total interest decrease of approximately $60,000, all related to the condominium
redevelopment  project,  resulting  from interest incurred on this project which
was  being capitalized in the first quarter of 2002 during the flood restoration
period.  Approximately  $96,000 of interest was capitalized into the cost of the
restored  condominium  units  during the quarter ended March 31, 2002.  Interest
expense decreased at the Newport real estate project by approximately $9,000 and
from  borrowing  to finance general operations by an additional $10,000 due to a
decline  in  interest  rates  since  the  first  quarter  of  2001.

Our income before income taxes decreased $759,648 from income of $508,468 during
the  first  quarter of 2001 to a loss of $(251,180) for the same period in 2002.
The  decreased income consisted of a decrease of $(107,674) from commercial real
estate,  a  decrease  of  $464,800  from  investment  real estate, a decrease of
$70,620  from  project financing activities, and a decrease of $111,974 from net
gain  on collections on asset pools.  There was an additional decrease of $4,580
in  income  before  income taxes from revenues and expenses not allocated in any
specific  segment.  The decrease in income before income taxes in the commercial
venture  segment resulted from  lower income of $39,063 from Newport Golf Course
and  Conference  Center, lower income of $10,436 from the Dallas and San Antonio
retail  centers,  lower income of $15,755 from the operations of the condominium
redevelopment  project,  and  higher  costs allocated to the commercial ventures
segment  of  $42,420  during the quarter ended March 31, 2002 as compared to the
same period in 2001.  The decrease in income before income taxes from investment
real  estate was primarily due to decreased sales of approximately $470,000 from
the  Newport  real  estate  project,  resulting  from  a large sale in the first
quarter  of  2001  for  which  there was no corresponding large sale in the same
period  of  2002.  Project  financing  reported  lower  income  due  to  a  loan
impairment  of  $120,000 on one of the project financing loans, which was offset
by  increased profits of $49,380 due to higher interest spreads between our cost
of  capital  and  project financing loan rates.  The decrease in income from net
gains  on  collections of purchased asset pools was due to a decline of $151,946
in  collection  revenues  offset  by lower direct and allocated costs of $39,972
associated  with  collection  activities.

Income  tax  benefit  was  $25,000  in  2001  compared  to  $50,000  in  2002.

We recorded a gain on an extraordinary item of $430,000 during the first quarter
of  2002  for which there was no corresponding gain in the same quarter of 2001.
The  gain  arose  from  the  forgiveness  of  debt  owed  by  the  condominium
redevelopment  project  to  one of its minority interest partners.  The debt was
forgiven  in  exchange for a sales option granting exclusive sales rights to the
former minority partners of the condominium project and limiting our gain on the
sale of the project for a period of 90 days, or until June 30, 2002.  As part of
the  same  option  agreement,  and  as  consideration  for  our  not immediately
foreclosing  our  senior debt, we were granted the remaining 49% interest in the


                                        7
<PAGE>
condominium  redevelopment  project.  The extraordinary gain was recorded net of
an  adjustment  of  approximately  $230,000 representing the holding cost of the
condominium  units,  which  are  reported  at the lower of cost or market value.


LIQUIDITY  AND  CAPITAL  RESOURCES

We  had  cash  and  cash  equivalents  of $346,912 at March 31, 2002 compared to
$1,071,223  at  December  31,  2001.

During  the  first quarter of 2002, we continued to invest a substantial portion
of  our  cash  reserves  in  various projects, most notably was an investment of
$662,000  in  restoration  costs at the condominium redevelopment project and an
additional  $635,000  in  several  short-term  project  financing loans. We also
invested  an  additional  $171,000  in  investment  real  estate. Cash flow from
project  financing  activities  during  the  first quarter of 2002 was $750,000.
Borrowings  to fund our project financing activities for the quarter ended March
31,  2002  consisted  of  a  renewed  first  lien  note  from a national lending
institution  resulting  in $400,000 of additional funds, bearing interest at the
rate of prime plus 1%, and $250,000 in additional draws on our revolving line of
credit  bearing  interest  at  the  rate  of  prime plus 1%. We also borrowed an
additional $100,000 in second lien notes from Charles W. Janke, our chairman and
chief  executive  officer,  bearing 18% interest, with both the first and second
lien  notes  secured  by  the  real  estate  secured  project financing loans we
originated. We borrowed an additional $300,000 from the revolving line of credit
belonging  to  the  condominium redevelopment project, which bears interest at a
rate  of  7%  per  annum.

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  March  31,  2002,  we renewed our revolving credit facility of $3,000,000 to
mature  on  March  28, 2003.  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  (5.75%  as  of  March  31,  2002 and December 31, 2001).
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.

INVESTMENTS  IN  REAL  ESTATE  JOINT  VENTURES

The  Company  currently  has investments in real estate joint ventures which are
accounted for using the equity method of accounting.  Our proportionate interest
in  their  total  assets  and  total debt is approximately $4.5 million and $1.8
million, respectively.  In the event of default on the debt by the entities, all
the  debt  of  these  unconsolidated  entities  is  non-recourse to the Company.


STOCK  REPURCHASE  PLAN

On  January  11,  2000,  the Board of Directors approved a stock repurchase plan
under Rule 10b-18 of 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, financing or awards as granted under our 1998
Stock  Compensation  Plan.  At  March  31, 2002 our treasury share holdings were
144,857 shares at a cost of $378,499, or $2.61 per share.  We intend to continue
repurchasing  shares  subject  to  SEC  restrictions.

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,  developments and business decisions may differ from those
contemplated  by  such  forward-looking  statements.


                                        8
<PAGE>
                           PART II. OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM  8-K

(a)  Exhibits - See "Index of Exhibits" below which lists the documents filed as
     exhibits  herewith.
(b)  Reports on Form 8-K - registrant was not required to file a Form 8-K during
     the  quarter  ended  March  31,  2002.


                                   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                                          May 14, 2002
     C. W. Janke
     Chairman of the Board
     Chief Executive Officer
     (Principal Executive Officer)


By:  /s/  J. H. CARPENTER                                      May 14, 2002
     J. H. Carpenter
     President
     Chief Operating Officer


By:  /s/ CHARLES F. PRESLEY                                    May 14, 2002
     Charles  F.  Presley
     Vice-President
     Chief  Financial  Officer
     Treasurer
     (Principal Financial Officer)


                                        9
<PAGE>
                           RAMPART CAPITAL CORPORATION
                             EXHIBITS TO FORM 10-QSB
                      FOR THE QUARTER ENDED MARCH 31, 2002

<TABLE>
<CAPTION>
EXHIBIT
  NO.    DESCRIPTION
-------  ---------------------------------------------------------------------------------------------------------------
<C>      <S>

    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).
  *10.1  Thirteen Amendment to Loan Agreement with Southwest Bank of Texas N. A., amended March 31, 2002.
  *10.2  Option Agreement of March 31, 2002 between Greater Houston Gulf Partnership, Ltd., a Texas limited partnership
         ("Grantor") and James Emerson and Schuyler Pulford (collectively, "Grantee").
</TABLE>

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


                                       10
<PAGE>