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

                                  FORM - 10QSB


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

For  the  quarterly  period  ended  June  30,  2000

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

For  the  transition  from  ___________  to  _________

                        Commission File Number:  1-15277


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


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

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


                                      77002
                                   (Zip Code)


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


Check  whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for  such shorter period that the registrant was required to file such reports),
and  (2)  has  been  subject  to  such filing requirements for the past 90 days.

     Yes  [ X ]
     No   [   ]

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

     As  of  July 24, 2000, the number of shares outstanding of the registrant's
     only  class  of  common  stock was  2,911,862.

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


<PAGE>
                                      INDEX

PART  I.  FINANCIAL  INFORMATION

<TABLE>
<CAPTION>
<S>     <C>
Item 1. Unaudited Consolidated Financial Statements                                                                    PAGE NO.
        Consolidated Balance Sheets at December 31, 1999 (Audited) and June 30, 2000 (Unaudited)  . . . . . . . . . . . . .   2
        Unaudited Consolidated Statement of Operations for the Three Months and Six Months ended June 30, 1999 and 2000 . .   3
        Unaudited Consolidated Statement of Cash Flows for the Six Months ended June 30, 1999 and 2000    . . . . . . . . .   4
        Notes to the Unaudited Consolidated Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

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

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

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


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

                     CONSOLIDATED BALANCE SHEET


                                  DECEMBER 31, 1999  JUNE 30, 2000
                                       (AUDITED)     (UNAUDITED)
                                       -----------  -----------
                         ASSETS
<S>                                    <C>          <C>
Cash                                   $ 2,741,787  $   328,443
Purchased asset pools, net               2,447,194    2,283,830
Commercial ventures, net                 3,657,423    7,443,708
Investment real estate                   1,405,889    1,986,749
Notes receivable from related parties      460,754      473,041
Notes receivable other                     850,000    3,325,490
Property and equipment, net                371,493      523,933
Other assets                                63,162      151,407
                                       -----------  -----------
     Total assets                      $11,997,702  $16,516,601
                                       -----------  -----------

            LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable                          $   580,173  $ 6,008,973
Accounts payable and accrued expenses      481,563      425,171
Deferred tax liability                     279,000      279,000
                                       -----------  -----------
Total liabilities                        1,340,736    6,713,144
                                       -----------  -----------

Commitments and contingencies

Stockholders' equity
Common stock ($.01 par value; 10,000,000
      shares authorized; 3,050,000 and
      2,983,173 shares issued and outstanding
      at December 31, 1999 and June 30,
      2000 respectively                     30,500       30,500
Paid-in-capital                          6,194,255    6,194,255
Treasury stock, 66,827 shares, at cost           -     (193,845)
Retained earnings                        4,432,211    3,772,547
                                       -----------  -----------
     Total stockholders' equity         10,656,966    9,803,457
                                       -----------  -----------
Total liabilities and
stockholders' equity                   $11,997,702  $16,516,601
                                       -----------  -----------
</TABLE>

           See accompanying notes to consolidated financial statements


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

                            CONSOLIDATED STATEMENTS OF OPERATIONS

                                        (UNAUDITED)

                                          THREE MONTHS ENDED JUNE 30,  SIX MONTHS ENDED JUNE 30,
                                          ---------------------------  -------------------------
                                                1999         2000         1999          2000
                                          --------------  -----------  -----------  ------------
<S>                                          <C>          <C>          <C>          <C>
Net gain on collections on asset pools       $  443,333   $  199,081   $  714,429   $   432,584
Investment real estate income                   310,417       14,698      382,741        27,498
Commercial ventures income                      189,789      563,599      413,288       923,359
Interest and other income                        31,542      101,263       84,375       145,841
                                             -----------  -----------  -----------  ------------
Total revenue                                   975,081      878,641    1,594,833     1,529,282

Costs of real estate sales                     (165,604)     (54,574)    (203,104)      (54,574)
Operating and other costs                      (163,839)    (350,874)    (251,067)     (656,073)
General and administrative expenses            (406,740)    (731,467)    (802,659)   (1,422,900)
Interest expense                               (148,907)     (67,208)    (267,616)      (78,399)
                                             -----------  -----------  -----------  ------------
Net income(loss) before income tax benefit       89,991     (325,482)      70,387      (682,664)
Income tax benefit                               36,231            -       44,035        23,000
                                             -----------  -----------  -----------  ------------
Net income(loss)                             $  126,222   $ (325,482)  $  114,422   $  (659,664)
                                             -----------  -----------  -----------  ------------
Basic net income(loss) per common share      $      .06        ($.11)  $      .05         ($.22)
                                             -----------  -----------  -----------  ------------
Diluted net income(loss) per common share    $      .06        ($.11)  $      .05         ($.22)
                                             -----------  -----------  -----------  ------------
Average common shares outstanding             2,250,000     2,999,458    2,250,000     2,978,112
                                             -----------  -----------  -----------  ------------
</TABLE>

           See accompanying notes to consolidated financial statements


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                                                 SIX MONTHS
                                                                ENDED JUNE 30,
                                                        --------------------------
                                                            1999          2000
                                                        ------------  ------------
<S>                                                     <C>           <C>
Cash flows from operating activities:
Net income(loss)                                        $   114,422   $  (659,664)

Adjustments to reconcile net income(loss) to net cash
  provided (used) by operating activities:
  Depreciation                                               22,418        76,793
  Accrued interest income                                   (52,500)      (66,565)
  Asset pool costs deducted in net gain on collections      363,065       194,514
  Change in loan loss reserve                                12,225       (41,789)
  Cost of real estate                                       203,104        54,574
  Purchase of asset pools                                   (60,619)       (6,647)
  Other costs capitalized                                    (2,014)     (109,630)
Changes in operating assets and liabilities:
  Other assets                                                1,801       (88,246)
  Accounts payable and accrued expenses                     (63,647)      (56,392)
  Taxes payable                                              (8,500)            -
  Deferred tax liability                                    (87,900)            -
                                                        ------------  ------------
    Net cash provided (used) by operating activities        441,855      (703,052)
                                                        ------------  ------------
Cash flows from investing activities:
  Purchase of commercial real estate                     (1,828,858)   (4,338,498)
  Purchase of investment real estate                       (537,952)       (5,896)
  Proceeds from notes receivable related parties                  -         1,610
  Purchase of notes receivable                                    -    (2,453,125)
  Proceeds from notes receivable                                  -        30,303
  Purchase of treasury stock                                      -      (193,845)
  Purchase of assessment rights                            (850,000)            -
  Proceeds from purchased assessments                             -        17,285
  Purchase of property and equipment                       (250,042)     (196,926)
                                                        ------------  ------------
    Net cash used by investing activities:               (3,466,852)   (7,139,092)
                                                        ------------  ------------
Cash flows from financing activities
  Proceeds from notes payable to related parties          1,400,000             -
  Proceeds from purchased paying assessments                  9,656             -
  Proceeds from notes payable                             2,302,711     6,559,890
  Payments on notes payable                              (1,094,199)   (1,131,090)
                                                        ------------  ------------
    Net cash provided by financing activities             2,618,168     5,428,800
                                                        ------------  ------------
Net decrease in cash                                       (406,829)   (2,413,344)

Cash at beginning of period                                 583,629     2,741,787
                                                        ------------  ------------
Cash at end of period                                   $   176,800   $   328,443
                                                        ------------  ------------
</TABLE>

           See accompanying notes to consolidated financial statements


                                        4
<PAGE>
                           RAMPART CAPITAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2000

                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

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

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

NOTE  2  -     NET  INCOME(LOSS)  PER  COMMON  SHARE

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

NOTE  3-     ACQUISITIONS

     On January 7, 2000 the Company  finalized the acquisition of a 51% interest
     in Greater Houston Gulf Partners,  LTD (the "Partnership).  The Partnership
     was formed to acquire, own, and manage a condominium  redevelopment project
     (the  "Project").  In connection with the  acquisition,  the Company made a
     loan to the  Partnership  for $1.1  million  to provide  financing  for the
     acquisition of the Project.  The balance of the Project  purchase price and
     developmental  funds were provided to the Partnership by a bank loan in the
     amount of $2.1 million and additional loans of $300,000 by the partners.


                                       5
<PAGE>
                           RAMPART CAPITAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 2000

                                  (UNAUDITED)

NOTE 4  - SEGMENT REPORTING

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

<TABLE>
<CAPTION>
                                         As  of  and  for  the  Six  months  ended  June  30,  2000
                             -----------------------------------------------------------------------------
                              Purchased    Commercial  Investment     Project
                             Asset  Pools   Ventures   Real Estate   Financing  Unallocated     Totals
                             ------------  ----------  -----------  -----------  ----------  -------------
<S>                            <C>         <C>          <C>          <C>         <C>          <C>
Revenue                        $  432,584  $  923,359   $   27,498   $  124,850  $   20,991   $ 1,529,282
Segment profit                    107,177    (627,638)     (52,852)      62,407    (171,758)     (682,664)
Segment assets                  2,283,830   7,908,174    1,986,749    3,325,490   1,012,358    16,516,601
Depreciation and amortization           -      67,582            -            -       9,211        76,793
Capital expenditures                6,647   4,503,100      115,526    2,453,125      33,325     7,111,723
Interest expense                        -      47,375            -       31,024           -        78,399
</TABLE>
<TABLE>
<CAPTION>
                                     As  of  and  for  the  Six  months  ended  June  30,  1999
                             -----------------------------------------------------------------------------
                              Purchased    Commercial  Investment     Project
                             Asset  Pools   Ventures   Real Estate   Financing  Unallocated     Totals
                             ------------  ----------  -----------  -----------  ----------  -------------
<S>                            <C>         <C>          <C>         <C>         <C>         <C>
Revenue                        $  714,429  $  413,288   $  382,741  $   84,375  $        -    $ 1,594,833
Segment profit                    208,482    (260,758)     102,258      51,205      (30,800)       70,387
Segment assets                  3,236,178   2,797,554    1,435,579   1,427,500      677,784     9,574,595
Depreciation and amortization           -      17,897            -           -        4,521        22,418
Capital expenditures               62,633     528,577      537,952           -           -      1,129,162
Interest expense                   97,130     122,410       26,061      22,015           -        267,616
</TABLE>


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


RESULTS  OF  OPERATIONS

SIX  MONTHS  ENDED  JUNE  30,  2000  COMPARED  TO SIX MONTHS ENDED JUNE 30, 1999

Revenues decreased $65,551 from $1,594,833 during the six months ending June 30,
1999  to  $1,529,282  during  the  first half of 2000.  The decrease in revenues
consisted  of  declines  in  investment real estate revenues ($355,243), and net
gain  on  collections  on asset pools ($281,845), offset by growth in commercial
ventures  revenues  of  $510,071,  project  financing  revenue  of  $40,475, and
unallocated  interest income of $20,991.  The decrease in investment real estate
revenues  was  mainly  due  to  the  sale of land in 1999 for which there was no
corresponding  sale  during the first half of 2000.  The decrease in net gain on
collections  on  asset pools was due to timing of collections in normal business
operations.  The increase in commercial real estate revenue was primarily due to
an  increase  of  $488,141  in  the  Newport  Golf  Club  and  Conference Center
("Newport")  operations,  an  increase  of  $66,591 in revenues from the Greater
Houston  Gulf  Partner  ("GHGP")  condominium  conversion  venture,  offset by a
($44,661)  decline  in  rentals  primarily  at  our  Dallas  retail  center.

General  and administrative expenses ("G&A") increased $620,241 from $802,659 in
the  first  six  months  of  1999 to $1,422,900 in the same period of 2000.  The
significant increase in G&A was due to increases of $349,997 related to Newport,
and to increases in SEC compliance costs of $69,168, franchise taxes of $50,108,
labor  costs  of  $104,977,  and $45,991 in other expenses.  The increase in SEC
compliance cost was related to our being publicly held in the first half of 2000
and privately held in the same period of 1999.  Labor costs increased due to the
additional  labor  needed  to comply with the reporting requirements of a public
company and general wage increases.  The increase in costs at Newport was mainly
due  to increased tax valuation, increased utilization of the facilities in 2000
as  compared to 1999, and an additional two months of operations in 2000.  While
Newport  was  acquired  in  February  1999,  the  golf  course was shut down for
renovation from the first week of May 1999 through November 1999.  The franchise
tax  increase  was  primarily related to the increase in equity from our initial
public  offering  in  September  1999.

Cost  of real estate sales declined by $148,530 from $203,104 for the six months
ending  June  30,  1999  to  $54,574  for  the same period in 2000.  The decline
consisted  of  a  $203,104 reduction in the cost of investment real estate sales
made  in  1999,  with  no corresponding sale in 2000, offset by $54,574 of costs
from  commercial  real estate sold in 2000. The 2000 real estate sale involved a
condominium  that  was  part  of  the  GHGP  project  started  in  early  2000.

Operating  and  other  costs of $251,067 incurred during the quarter ending June
30, 1999 and $656,073 for the same period in 2000, relate to the direct costs of
operations  of  Newport.  Although  there  has  been  a  significant increase in
facility utilization, it has not yet reached breakeven.  Management believes the
quarterly  losses will decrease, with breakeven operations expected in the third
or  fourth  quarter  of  2000.

Interest expense decreased from $267,616 in the first quarter of 1999 to $78,399
for the same period in 2000.  The decrease in interest expense was primarily due
to a reduction in the weighted average corporate debt outstanding resulting from
the retirement of the majority of our debt with proceeds from the September 1999
initial  public  offering.  Interest  of  $157,159,  relating  to  the bank loan
secured  by a 90-unit condominium redevelopment project started in January 2000,
was  capitalized  as  work  in  progress.

The  net  loss before income taxes increased $753,051 from net income of $70,387
during  the  first  six  months of 1999 to a net loss of ($682,664) for the same
period  in  2000.  The  increased  loss  consists  of  ($366,880)  on commercial
ventures,  ($155,110)  in  investment real estate sales, ($101,305) in decreased
net  gains  on  collection on asset pools, and ($140,958) of unallocated losses,
offset  by  $11,202  of increased profit from project financing.  With allocated
corporate  overhead, the loss at Newport increased by ($333,922) over 1999, as a
result  of management's emphasis on re-development and re-marketing programs for
the  facility.  The  facility  was  acquired  in February 1999 from a bankruptcy
estate  and  had  not  been  actively  marketed  in  many years.  The ($155,110)
reduction  in earnings from investment real estate was primarily due to sales in
1999  for  which there were no recurring sales in 2000.  The net loss was offset
by  an  increase  in interest income of $20,991 offset by an increase in general
and  administrative  expense  of  $161,949  primarily  from  increases  in  SEC
compliance  costs  and  franchise  taxes.

Income  tax  benefit  was  $44,035 in 1999 compared to $23,000 in 2000.  We have
available  significant  net  operating  loss  carryforwards  that were primarily
generated  from  the acquisition of certain corporate subsidiaries and assets of
MCorp  Trusts  in  June  1997.   Due  to  the availability of net operating loss
carryforwards  and  other  net deferred tax assets, we offset our taxable income
during  1999  and  adjusted  its  valuation  allowance  accordingly.


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

Revenues decreased $96,440 from $975,081 during the three months ending June 30,
1999  to  $878,641  during the second quarter of 2000.  The decrease in revenues
consisted of declines in investment real estate revenues ($295,719), net gain on
collections on asset pools ($244,252), and interest income of $20,991, offset by
growth in commercial ventures revenues of $373,810 and project financing revenue
of  $48,730.  The  decrease in investment real estate revenues was mainly due to
the  sale  of  land in 1999 for which there was no corresponding sale during the
second  quarter of 2000.  The decrease in net gain on collections on asset pools
was due to timing of collections in normal business operations.  The increase in
commercial  real  estate revenue was primarily due to an increase of $381,415 in
Newport  operations, an increase of $60,375 in revenues from the Greater Houston
Gulf  Partners  condominium conversion venture, offset by a ($67,980) decline in
rents  primarily at our Dallas retail center.  The project financing increase is
due  to  new  projects ($2.8 million) being financed late in the second quarter.

General  and administrative expenses ("G&A") increased $324,727 from $406,740 in
the  second  quarter  of  1999  to  $731,467  in  the  same period of 2000.  The
significant  increase in G&A was due to increases of $201,067 related to Newport
and to increases in SEC compliance costs of $11,928, franchise taxes of $31,984,
labor  costs  of  $70,308,  and  $9,440  of other expenses.  The increase in SEC
compliance  cost was related to our being publicly held in the second quarter of
2000  and  privately held in the same period of 1999.  Labor costs increased due
to  the  additional  labor needed to comply with the reporting requirements of a
public company and general wage increases.  The increase in costs at Newport was
mainly  due  to increased tax valuation, increased utilization of the facilities
in 2000 as compared to 1999, and an additional two months of operations in 2000.
While  Newport  was acquired in February 1999, the golf course was shut down for
renovation from the first week of May 1999 through November 1999.  The franchise
tax  increase was primarily related to the increase in equity as a result of our
initial  public  offering  in  September  1999.

Cost  of  real  estate  sales  declined  by $111,030 from $165,604 for the three
months ending June 30, 1999 to $54,574 for the same period in 2000.  The decline
consisted  of  a  $165,604 reduction in the cost of investment real estate sales
made  in  1999,  with  no corresponding sale in 2000, offset by $54,574 of costs
from  commercial  real estate sold in 2000. The 2000 real estate sale involved a
condominium  that  was  part  of  the  GHGP  project  started  in  early  2000.

Operating  and  other  costs of $163,839 incurred during the quarter ending June
30, 1999 and $350,874 for the same period in 2000, relate to the direct costs of
operations  of Newport.  During the second quarter, increases in Newport revenue
($381,415)  exceeded increases in direct operating and other costs ($187,035) by
$194,380.  This  is  the  first  quarter that incremental revenues have exceeded
incremental  direct  operating  costs since the purchase of Newport.  Management
believes  that  this  second  quarter operating performance is the result of the
emphasis  on  re-development  and  re-marketing  of  the facility.  Although the
facility  operated  at an overall loss after considering facility administrative
costs,  management  believes  the quarterly losses will decrease, with breakeven
operations  expected  in  the  third  or  fourth  quarter  of  2000.

Interest  expense  decreased  from  $148,907  in  the  second quarter of 1999 to
$67,208  for  the  same  period  in  2000.  The decrease in interest expense was
primarily  due to a reduction in the weighted average debt corporate outstanding
resulting from the retirement of the majority of our debt with proceeds from the
September  1999  initial public offering.  Interest of $124,259, relating to the
bank  loan  secured  by  a  90-unit condominium redevelopment project started in
January  2000,  was  capitalized  as  work  in  progress.

The  net  loss before income taxes increased $415,471 from net income of $89,991
during  the  second  quarter  of  1999  to a net loss of $(325,482) for the same
period  in  2000.  The  increased  loss  consists  of  ($70,336)  on  commercial
ventures,  ($159,707) in investment real estate sales, ($140,958) of unallocated
losses,  and  decreased  net  gain  on  collections on asset pools of ($55,010),
offset by increased profits on project financing of $10,538.  The increased loss
on  commercial  ventures  was  related  to Newport.  The ($159,707) reduction in
earnings  from  investment  real  estate  was primarily due to sales in 1999 for
which  there  were  no  recurring  sales  in  2000.

Income  tax  benefit  was $36,231 in 1999 of which there was no such tax benefit
recorded  in  2000.  We  have  available  significant  net  operating  loss
carryforwards  which  were  primarily  generated from the acquisition of certain
corporate  subsidiaries  and  assets  of MCorp Trusts in June 1997.   Due to the
availability  of  net  operating  loss carry forwards and other net deferred tax
assets,  we  offset  our  taxable  income during 1999 and adjusted its valuation
allowance  accordingly.

LIQUIDITY  AND  CAPITAL  RESOURCES

We  had cash and cash equivalents of $2,741,787 at December 31, 1999 compared to
approximately  $328,443  at  June  30,  2000.

During  2000,  we continued to invest a substantial portion of our cash reserves
in  various  projects,  most notably was a $1.25 million investment in a 90-unit
condominium  redevelopment  project.  This  investment  represented  a loan to a
single  purpose  commercial  real  estate  company,  which  we  control, earning
interest  at  prime  rate  plus  two  percent.  The  minority  interest  owners
guaranteed  the  loan.

Cash  flow  from  financing  activities  during  the first half of 2000 was $5.4
million,  consisting of a third party first mortgage of $2.1 million, secured by
the  condominium  redevelopment  project owned by Greater Houston Gulf Partners,
Ltd., a 51% majority owned partnership, and draws against our credit facility of
$3.3  million.  We  believe  that we have structured the condominium development
project  so  that  Rampart  is  insulated  from any direct liability on the $2.1
million  first  mortgage.  If  the  minority  interest  owners  default,  we can
foreclose  their  interest  and, at our option, service or pay off the debt. The
$3.3  million  in  draws  against  our credit facility were used to acquire $2.4
million  in  high-yield  loans  secured  by  real  estate  projects, $108,000 in
investment  real  estate,  $450,000  in improvements at Newport, and to fund the
operating  losses  at  Newport.


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

On April 30, 2000, we renewed our $5,000,000 revolving promissory note to mature
on  December  31,  2000.  This  revolving  credit  facility  is secured by notes
receivable  and  real  estate  in  the purchased asset pools, the commercial and
investment  real  estate,  the  notes  receivable  from  project  financing, and
equipment.  Principal  is  payable  at maturity with interest payable monthly at
the  bank's  prime  rate plus 1.0% per annum (9.50% and 10.5% as of December 31,
1999  and  June 30, 2000, respectively).  During 1999, we repaid the outstanding
debt  balance  of $3,660,000 and accrued interest with proceeds from our initial
public  offering.  Management  is negotiating with this bank and other financial
institutions  to  increase  the  amount  of  credit  facilities  available.  The
Revolving  Credit  Facility provides for certain financial covenants.  As of the
filing date of this quarterly report, we are in compliance with these covenants.

STOCK  REPURCHASES

On  January  11,  2000,  the Board of Directors approved a stock repurchase plan
under Rule 10b-18 promulgated under the Securities Exchange Act of 1934, for the
purchase  of  up  to  $2.0 million worth of our outstanding common stock in open
market  transactions.  Acquired  shares will be held as treasury stock, and will
be  available  for future acquisitions and financing or for awards granted under
our  1998  Stock Compensation Plan.  As of June 30, 2000, we had acquired 66,827
shares  at  a  total cost of $193,845 or $2.90 per share.  We intend to continue
repurchasing  shares subject to SEC restrictions and the American Stock Exchange
continued  listing  requirements.

On  July  10, 2000, in a privately negotiated transaction, the Company purchased
65,798  shares  of it's common stock from the underwriter used by the Company in
it's  initial  public  offering,  at  a  purchase  price  of  $2.50  per  share.

FORWARD  LOOKING  STATEMENTS

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


                                       9
<PAGE>
                           PART II. OTHER INFORMATION

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

At  the  Annual  Meeting  of  Shareholders  held  May 24, 2000, the shareholders
elected  the  five  persons  nominated  for  election  to the Company's Board of
Directors  and  ratified the selection of Pannell Kerr Forster of Texas, P.C. as
our  independent  public auditors.  The results of the election were as follows:

1.     Election  of  Directors

                          Number of Shares Voted
                       -----------------------------
Name and Nominee       For        Against  Abstained
---------------------  ---------  -------  ---------
Charles W. Janke       2,849,759   15,200          0
J. H. (Jim) Carpenter  2,849,759   15,200          0
James W. Christian     2,849,759   15,200          0
James J. Janke         2,849,759   15,200          0
Robert A. Shuey, III   2,849,759   15,200          0



2.     Ratification  of  Independent  Auditors

                          Number of Shares Voted
                       -----------------------------
Name and Nominee       For        Against  Abstained
---------------------  ---------  -------  ---------
Pannell Kerr Forster   2,862,309     600      2050
of Texas, P.C.


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

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


                                       10
<PAGE>
                                   Signatures


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

Rampart  Capital  Corporation

By:  /s/  C.  W.  JANKE                                     August  12,  2000
          C.  W.  Janke
          Chairman  of  the  Board
          Chief  Executive  Officer
          (Principal  Executive  Officer)

By:  /s/  J.  H.  CARPENTER                                 August  12,  2000
          J.  H.  Carpenter
          President
          Chief  Operating  Officer

By:  /s/  CHARLES  F.  PRESLEY                              August  12,  2000
          Charles  F.  Presley
          Vice-President
          Chief  Financial  Officer
          Treasurer
          (Principal  Financial  Officer)


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

                                                   INDEX OF EXHIBITS


                                                         EXHIBIT

<S>    <C>
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).
*27.1   Financial Data Schedule.
</TABLE>
---------------------------------------
*   Filed  herewith.


                                       12
<PAGE>