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, 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  November  5,  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 September 30, 2002 (unaudited) and December 31, 2001 (audited). . . . .         1
    Unaudited Consolidated Statements of Operations for the Three months and Nine months ended
      September 30, 2002 and 2001. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2
    Unaudited Consolidated Statements of Cash Flows for the Nine months ended September 30, 2002 and 2001.         3
    Notes to the Unaudited Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . .         5

Item 2. Management's Discussion and Analysis or Plan of Operations . . . . . . . . . . . . . . . . . . . .         8

Item 3. Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        14


PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        15

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        15

Certifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        16
</TABLE>


<PAGE>
                          PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                          RAMPART CAPITAL CORPORATION

                          CONSOLIDATED BALANCE SHEETS


                                                  SEPTEMBER 30, 2002    DECEMBER 31, 2001
                                                 --------------------  -------------------
                                                     (UNAUDITED)            (AUDITED)
                          ASSETS
<S>                                              <C>                   <C>
Cash                                             $           299,376   $        1,071,223
Purchased asset pools, net                                 1,431,659            1,573,942
Commercial ventures, net                                   6,862,678            6,399,044
Investment real estate                                     1,733,611            1,635,147
Investment in real estate joint ventures                   1,933,194            1,763,505
Notes receivable, real estate bridge lending               3,958,202            2,572,458
Notes receivable, other financing                          2,747,712            3,374,904
Notes receivable from related parties, net                   155,737              154,868
Property and equipment, net                                  388,151              430,959
Other assets                                                 535,265              739,147
Minority interest                                                  -              190,318
                                                 --------------------  -------------------
    Total assets                                 $        20,045,585   $       19,905,515
                                                 --------------------  -------------------

            LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable                                    $         6,128,472   $        6,402,329
Notes payable to related parties                           1,363,270              805,000
Accounts payable and accrued expenses                        744,696            1,012,858
Deferred tax liability                                             -              104,000
                                                 --------------------  -------------------
    Total liabilities                                      8,236,438            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                                          5,962,891            5,735,072
Treasury stock, 144,857 shares, at cost                     (378,499)            (378,499)
                                                 --------------------  -------------------
    Total stockholders' equity                            11,809,147           11,581,328
                                                 --------------------  -------------------

Total liabilities and stockholders' equity       $        20,045,585   $       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             NINE MONTHS ENDED
                                          -----------------------------  ----------------------------
                                                  SEPTEMBER 30                   SEPTEMBER 30
                                          -----------------------------  ----------------------------
                                              2002            2001           2002           2001
                                          -------------  --------------  -------------  -------------
<S>                                       <C>            <C>             <C>            <C>
Net gain on collections on purchased
   asset pools                            $      42,075  $   1,736,766   $    371,058   $  2,409,104
Commercial ventures income                    1,147,638        526,218      2,274,043      2,095,935
Investment real estate income                 1,131,805         39,091      1,325,193      1,982,343
Equity in earnings of investment real
   estate joint ventures                         80,688         (1,174)       158,243          9,133
Real estate bridge lending income, net          181,352        271,384        425,065        524,839
Other financing income (loss), net               60,378       (320,829)        91,707       (239,836)
Other income (expense)                            5,941          6,909         19,391         13,900
                                          -------------  --------------  -------------  -------------
     Total revenue                            2,649,877      2,258,365      4,664,700      6,795,418

Costs of real estate sales                    1,174,267          9,881      1,235,788      1,173,169
Operating and other costs                       642,985        481,496      1,600,272      1,425,159
General and administrative expenses             561,186        669,058      1,863,371      1,750,071
Interest expense                                104,793         37,501        279,722        313,640
Minority interests                                    -         11,212         (8,272)      (107,116)
                                          -------------  --------------  -------------  -------------
     Total operating expense                  2,483,231      1,209,148      4,970,881      4,554,923
                                          -------------  --------------  -------------  -------------
Income (loss) before income tax benefit
   and extraordinary item                       166,646      1,049,217       (306,181)     2,240,495
Income tax benefit                                    -         25,000        104,000         75,000
                                          -------------  --------------  -------------  -------------
Net income (loss) before extraordinary
   item                                         166,646      1,074,217       (202,181)     2,315,495
                                          -------------  --------------  -------------  -------------
Extraordinary item, extinguishment of
   debt, net of taxes                                 -              -        430,000              -
                                          -------------  --------------  -------------  -------------
Net income                                $     166,646  $   1,074,217   $    227,819   $  2,315,495

Basic and diluted earnings (loss) per
   common share:
   Net income (loss) from operations      $        0.06  $        0.37   $      (0.07)  $       0.80
   Extraordinary item                                 -              -           0.15              -
                                          -------------  --------------  -------------  -------------
   Net income per common share            $        0.06  $        0.37   $       0.08   $       0.80
                                          -------------  --------------  -------------  -------------
Average common shares outstanding             2,905,143      2,905,143      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)

                                                                       NINE MONTHS ENDED
                                                                          SEPTEMBER 30,
                                                                   --------------------------
                                                                       2002          2001
                                                                   ------------  ------------
<S>                                                                <C>           <C>
Cash flows from operating activities:
Net income                                                         $   227,819   $ 2,315,495
Adjustments to reconcile net income to net cash
  Provided by (used in) operating activities:
  Depreciation                                                         152,278       151,711
  Amortization of cost of asset pools                                  139,658       557,931
  Amortization of deferred gain on joint venture assets               (106,441)            -
  Cost of commercial real estate sold                                  432,069       367,956
  Cost of investment real estate sold                                        -       805,213
  Change in loan loss reserve                                                -       (43,776)
  Change in loan loss reserve, related parties                         120,000       367,713
  Equity in earnings of real estate joint venture                     (158,243)       (9,133)
  Project financing note issued in sale of investment real estate            -    (1,305,027)
  Project financing note issued in sale of asset pool                        -    (1,590,000)
  Other costs capitalized                                                    -        (8,710)
  Minority interests                                                    (8,272)     (107,116)
  Deferred taxes                                                      (104,000)      (75,000)
  Extraordinary item                                                  (430,000)            -
Changes in operating assets and liabilities:
  Investment real estate                                              (157,359)     (952,138)
  Other assets                                                         203,882      (391,097)
  Accrued interest income                                               23,849       (56,412)
  Accrued interest income, related parties                             (13,120)      (31,810)
  Accounts payable and accrued expenses                               (268,162)      275,497
  Accrued interest expense                                              (2,289)       68,597
  Accounts payable to related parties                                        -      (326,919)
                                                                   ------------  ------------
    Net cash provided by operating activities                           51,669        12,975
                                                                   ------------  ------------
Cash flows from investing activities:
  Purchase of commercial real estate                                  (953,165)      (79,809)
  Reimbursed costs previously capitalized                                    -       111,463
  Real estate joint ventures:
    Investments                                                       (578,727)      (91,870)
    Distributions                                                      735,242        73,088
Notes receivable:
    Advances                                                        (1,426,968)   (8,052,021)
    Collections                                                        598,743     6,249,810
    Advances to related parties                                       (110,000)            -
    Collections from related parties                                     2,251         2,199
Purchase of asset pools                                                      -          (756)
Proceeds from purchased assessments                                          -         1,794
Purchase of property and equipment                                     (38,536)      (23,797)
                                                                   ------------  ------------
    Net cash used in investing activities                           (1,771,160)   (1,809,899)
                                                                   ------------  ------------
</TABLE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (CONTINUED)



<S>                                                                <C>           <C>
Cash flows from financing activities:
  Proceeds from notes payable                                        1,755,960     7,816,968
  Proceeds from notes payable to related parties                     1,115,000     2,405,304
  Payments on notes payable                                         (1,366,586)   (6,999,557)
  Payments on notes payable to related parties                        (556,730)     (660,000)
                                                                   ------------  ------------
    Net cash provided by financing activities                          947,644     2,562,715
                                                                   ------------  ------------
Net increase (decrease) in cash                                       (771,847)      765,791

Cash at beginning of period                                          1,071,223       174,223
                                                                   ------------  ------------
Cash at end of period                                              $   299,376   $   940,014
                                                                   ------------  ------------
Supplemental cash flow information:
    Cash paid for interest                                         $   465,161   $   739,170
                                                                   ------------  ------------
</TABLE>


See Notes to Consolidated Financial Statements


                                        4
<PAGE>
                           RAMPART CAPITAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 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 principles
               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
               September 30, 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. As of March 31, 2002, the
               Company became the 100% owner of the partnership interest, and
               all minority interest was eliminated and became part of the
               Company's investment in the partnership. The consolidated
               financial statements of the Company as of and for the period
               ending September 30, 2002 include 100% of the assets and
               liabilities of 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 and is accounted
               for using the equity method of accounting.

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

          Real Estate Financing
          ---------------------

               Revenues from real estate 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 real estate
               financing revenues and financing costs for the three and nine
               month periods ending September 30, 2002 and 2001 were as follows:

                                        5
<PAGE>
<TABLE>
<CAPTION>
                                   RAMPART CAPITAL CORPORATION

                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                        SEPTEMBER 30, 2002

                                           (UNAUDITED)


                                              THREE MONTHS ENDED           NINE MONTHS ENDED
                                                 SEPTEMBER 30,                SEPTEMBER 30,
                                           ------------------------------------------------------
                                               2002          2001          2002          2001
<S>                                        <C>           <C>           <C>           <C>
Gross real estate bridge lending revenues  $   256,784   $   441,947   $   608,215   $   933,647
Less: Bridge lending costs                    ( 75,432)     (170,563)     (183,150)     (408,808)
                                           ------------  ------------  ------------  ------------
Real estate bridge lending income, net     $   181,352   $   271,384   $   425,065   $   524,839
                                           ------------  ------------  ------------  ------------

Gross other financing revenues             $    60,378   $    46,884   $   211,707   $   127,877
Less: Other financing costs                          -      (367,713)     (120,000)     (367,713)
                                           ------------  ------------  ------------  ------------
Other financing income (loss), net         $    60,378   $  (320,829)  $    91,707   $  (239,836)
                                           ------------  ------------  ------------  ------------
</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, thus basic and diluted earnings
          per share are the same.

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 from
          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) collections of
          purchased asset pools, (ii) commercial real estate ventures, (iii)
          investment real estate and joint ventures and (iv) real estate
          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 by foreclosing on the collateral underlying an acquired real
          estate debt. The commercial real estate ventures segment involves
          holding foreclosed and acquired improved real estate for appreciation
          and the production of income. The investment real estate and joint
          ventures 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 real
          estate 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, prepaid
          assets and non-segmental 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:


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                              As of and for the Nine months Ended September 30, 2002
------------------------------------------------------------------------------------------------------------------------

                                 Collections of   Commercial      Investment        Real
                                   Purchased      Real Estate    Real Estate &     Estate
                                  Asset Pools      Ventures     Joint Ventures   Financing    Unallocated      Totals
                                ---------------  -------------  ---------------  ----------  -------------  ------------
<S>                             <C>              <C>            <C>              <C>         <C>            <C>
Revenue                         $       371,058  $  2,274,043   $     1,483,436  $  516,772  $     19,391   $ 4,664,700
Equity in earnings of
  real estate joint ventures                  -             -           158,243           -             -       158,243
Segment profit (loss)                   114,886      (847,945)          259,722     390,863       223,707)     (306,181)
Extraordinary item                            -       430,000                 -           -             -       430,000
Assets of real estate joint
  ventures, equity method                     -             -                 -   1,933,194             -     1,933,194
Identifiable assets                   1,431,659     7,225,880         3,666,805   6,861,651       859,590    20,045,585
Depreciation and amortization                 -       139,577                 -           -        12,701       152,278
Capital expenditures                          -       953,165                 -           -        38,536       991,701
Investment in segment assets                  -             -         1,424,154   1,536,968             -     2,961,122
Interest expense                              -       119,558           129,747           -        30,417       279,722
</TABLE>

<TABLE>
<CAPTION>
                                              As of and for the Nine months Ended September 30, 2001
------------------------------------------------------------------------------------------------------------------------
                                Collections of    Commercial      Investment        Real
                                   Purchased      Real Estate    Real Estate &     Estate
                                  Asset Pools      Ventures     Joint Ventures    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
Equity in earnings of
  real estate joint ventures                  -             -             9,133            -             -        9,133
Segment profit (loss)                 2,058,239      (464,994)          723,901      241,895      (318,546)    2,240,495
Assets of real estate joint
  ventures, equity method                     -             -           824,225            -             -       824,225
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
</TABLE>


NOTE 5 -  INCOME TAXES

          The Internal Revenue Service is currently auditing our federal income
          tax return for the period ending December 31, 1998. They have not yet
          rendered a finding as to the audit.


                                        7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2001

Revenues decreased $2,130,718 from $6,795,418 during the nine months ending
September 30, 2001 to $4,664,700 during the first nine months of 2002.  The
decrease in revenues consisted of reduced net gain on collections on asset pools
of $2,038,046 and reduced investment real estate revenues of $508,040, offset by
increased commercial ventures revenues of $178,108, increased real estate
financing revenues, net of $231,769 and an increase in unallocated revenues of
$5,491.  The decrease in revenues from net gain on collections on asset pools
was due primarily to a large collection in 2001 on a single property which
resulted in net collection revenues of $1,574,477 during the first nine months
of 2001 for which there was no corresponding large collection in the same period
of 2002.  In addition, there were several other major collections in the first
nine months of 2001 that were not duplicated in the same period in 2002 which
accounted for most of the remaining decrease in net revenues from collections on
asset pools in the first three quarters of 2002.  The decrease in investment
real estate revenues was due to a decrease in real estate sales from the Newport
project of approximately $1,588,000, which was offset by an increase of revenues
from our Conroe properties of approximately $390,000 and Mesa Road property of
approximately $690,000.   During the first nine months of 2001, we entered into
a joint venture agreement with a Canadian development and investment company and
sold to them a 50% interest in 778 residential lots and 302 acres of undeveloped
land.  This transaction produced revenues of approximately $1,839,000 in the
first nine months of 2001.  In addition to this sale of our 50% interest, we had
other sales of residential lots that produced approximately $102,000 in sales
during the first half of 2001.  During the same period in 2002, we had sales of
$95,000 to our 50% joint venture partner.  Our 50% portion of the gain on sales
made by the joint venture increased from approximately $13,000 in the first
three quarters of 2001 to approximately $271,000 in the corresponding period in
2002.  The increase in commercial ventures revenue was due to an increase of
approximately $138,000 in residential unit sales from the condominium
redevelopment project, increased sales of approximately $19,000 at the Newport
Golf Club and Conference Center and increases of approximately $22,000 from
rentals from our Dallas and San Antonio retail centers.  The increase in
revenues from the condominium redevelopment project was due to our ability to
re-enter the real estate market after the condominium units had been restored
from flood damage sustained in a tropical storm in June 2001.  During the first
nine months of 2002, we were able to complete the sale of nine of the
condominium units which resulted in revenues of $659,600.  Real estate financing
net revenues increased by approximately $232,000 primarily because of loan loss
impairments of approximately $368,000 taken in the first nine months of 2001 as
compared to impairments of $120,000 taken in the same period of 2002.  Such
impairment is 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,
subsequently, an impairment 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. Other real estate financing
revenues decreased by approximately $16,000 during the first nine months of 2002
as compared to the same period in 2001.  This decrease was due to a decrease in
our total loan portfolio.  On September 30, 2002, we had $6,861,651 in real
estate loans compared to $8,408,071 on September 30, 2001.

Costs of real estate sales were $62,619 higher in the nine months ended
September 30, 2002 compared to the corresponding period in 2001.  Cost of real
estate sales from the condominium redevelopment project increased by $64,113
from $367,956 in the first three quarters of 2001 to $432,069 during the same
period in 2002 which was due to higher sales volume.  This increase was offset
by a slight decrease in cost of investment property sold of $1,494, from
$805,213 in the first nine months of 2001 as compared to $803,719 during the
same period of 2002.  The cost of sales during the first nine months of 2001
resulted from the sale of land and residential lots at the Newport project to
our joint venture partner.  By contrast, during the same period in 2002, most of
the cost of sales arose from the sale of the Conroe and Mesa Road properties.

Operating and other costs increased by $175,113 from $1,425,159 for the nine
months ending September 30, 2001 to $1,600,272 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 by $87,726 from $1,337,091 in the nine months ended
September 30, 2001 to $1,424,817 for the nine months ended September 30, 2002.
Operating and other costs increased by $33,358 at the condominium redevelopment
project as a result of higher sales activity during the first nine months of
2002 as compared to the same period in 2001.   Operating and other costs
increased by $54,029 in the investment real estate segment from $3,250 in the
first nine months of 2001 to $57,279 during the same period in 2002.  This
increase was due to the cost of sales commissions incurred primarily from the
sale of the Mesa Road property.


                                        8
<PAGE>
General and administrative ("G&A") expenses increased $113,300 from $1,750,071
in the first three quarters of 2001 to $1,863,371 in the same period of 2002.
G&A expenses that increased significantly included legal expenses which
increased by approximately $65,000, property appraisal fees of approximately
$36,000 incurred in 2002 for which there was no corresponding expense in 2001,
homeowner's fee abatements and reimbursed expenses of $59,000, offset by a
reduction in state of Texas franchise taxes which decreased by approximately
$51,000.  Legal expenses were higher due to increased litigation on collections
of asset pools.  Property appraisals were obtained on all major real estate
properties owned by the Company in the first half of 2002 for which there was no
corresponding expense in the same period of 2001.  In the first half of 2001, we
received expense credits for homeowner's fee abatements and reimbursements of
previously incurred expenses at the condominium redevelopment project as a
result of the flooding at the project.  These expense credits received in the
first nine months of 2001 were a one-time event that did not reoccur in the same
period of 2002.  We accrued lower state of Texas franchise taxes due to less
taxable income in 2002 than in 2001.

Minority interests expense reduced total operating expenses by $8,272 during the
nine months ended September 30, 2002 and by $107,116 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 after March 31,
2002.

Interest expense decreased $33,918 from $313,640 in the first nine months of
2001 to $279,722 for the same period in 2002.  The commercial real estate
ventures segment reported a total interest decrease of approximately $86,000,
all of which related to the condominium redevelopment project.  Lower interest
was incurred at the condominium redevelopment project due to lower interest
rates and because flood insurance proceeds were used to reduce the bank loan on
this project by approximately $550,000.  The investment real estate and joint
ventures segment incurred approximately $84,000 in higher interest expenses
during the first three quarters of 2002 as compared to the same period in 2001.
This increase was due to our investment in the West Lake Houston joint venture
which included the purchase of 470 acres of land on the west shore of Lake
Houston.  No interest was incurred on this project in 2001 because the purchase
was consummated on December 31, 2001.  We also had a decrease of approximately
$32,000 in interest expense that is not allocated in any specific operating
segment from the first nine months of 2001 as compared to the same period in
2002.

Our income before income taxes decreased $2,546,676 from income of $2,240,495
during the first nine months of 2001 to a loss of $306,181 for the same period
in 2002.  The decreased income consisted of a decrease of $1,943,353 from net
gain on collections on asset pools, a decrease of $382,951 from commercial real
estate ventures, and a decrease of $464,179 from investment real estate, offset
by an increase of $148,968 from real estate financing activities.  There was an
additional increase of $94,839 in income before income taxes from revenues and
expenses not allocated in any specific segment.  The decrease in income from net
gains on collections of purchased asset pools was due to a decline of
approximately $1,588,000 in collection revenues which was offset by lower
overhead costs of approximately $95,000 consisting primarily of decreased
litigation costs. The decrease in income before income taxes in the commercial
real estate ventures segment resulted from lower income of approximately $50,000
from Newport Golf Course and Conference Center, lower income of approximately
$39,000 from the Dallas and San Antonio retail centers, lower income of
approximately $292,000 from the operations of the condominium redevelopment
project, and higher costs allocated to the commercial real estate ventures
segment of approximately $2,000 during the nine months ended September 30, 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 $2,035,000 from the Newport real estate project, resulting in
lower income before income taxes of approximately $594,000 in the first nine
months of 2001 as compared to the same period in 2002.  There was an additional
decrease in income before income taxes of approximately $94,000 during the first
three quarters of 2002 as compared to the same period in 2001 from the West Lake
Houston investment.  These declines were offset by higher income before income
taxes of approximately $223,000 during the first nine months of 2002 as compared
to the same period in 2001 from the Conroe and Mesa Road properties.  Real
estate financing reported higher income primarily due to smaller loan
impairments and greater margins between our borrowing and lending rates during
the first three quarters of 2002 as compared to the same period in 2001.

Income tax benefit was $75,000 for the first nine months of 2001 compared to
$104,000 for the same period in 2002.

We recorded a gain on an extraordinary item of $430,000 during the first nine
months of 2002 for which there was no corresponding gain in the same period 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
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.  The
sales option agreement with the former minority partners was extended for a
period of 45 days, or until August 15, 2002, in order to allow more time for the
existing sales contracts to close.  This option agreement has since expired.


                                        9
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2001

Revenues increased $391,512 from $2,258,365 during the quarter ending September
30, 2001 to $2,649,877 during the third quarter of 2002.  The increase in
revenues consisted of higher commercial ventures revenues of $621,420, increased
investment real estate revenues of $1,174,576, and increased real estate
financing revenues, net of $291,175, offset by reduced net gain on collections
on asset pools of $1,694,691 and reduced unallocated revenues of $968.  The
increase in commercial ventures revenue was due to an increase of approximately
$660,000 in residential unit sales from the condominium redevelopment project,
and an increase of approximately $2,000 from rentals from our Dallas and San
Antonio retail centers offset by a decrease in sales of approximately $41,000 at
the Newport Golf Club and Conference Center.  The increase in revenues from the
condominium redevelopment project was due to our ability to reenter the real
estate market after the condominium units had been restored from flood damage
sustained in a tropical storm in June 2001.  During the third quarter of 2002,
we were able to complete the sale of nine condominium units which resulted in
revenues of $659,600 for which there were no corresponding sales in the third
quarter of 2001.  The decrease in sales at the Newport Golf Club and Conference
Center was primarily due to reduced golf course fees while the golf course was
undergoing extensive improvements during most of the third quarter of 2002.  The
increase in investment real estate revenues was due to an increase in real
estate sales from the Newport project of approximately $110,000, an increase of
revenues from our Conroe properties of approximately $375,000 and from our Mesa
Road property of approximately $690,000.  Other financing net revenues increased
primarily because of loan loss impairments of approximately $368,000 taken in
the third quarter of 2001 as compared to no impairments taken in the same period
of 2002.  Such an impairment is 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, subsequently, an impairment 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. Other real estate
financing revenues decreased by approximately $77,000 during the third quarter
of 2002 as compared to the same period in 2001.  This decrease was primarily due
to a decline in our total loan portfolio.  On September 30, 2002, we had
$6,861,651 in real estate loans compared to $8,408,071 on September 30, 2001.
The decrease in revenues from net gain on collections on asset pools was due
primarily to a large collection on a single property which resulted in net
collection revenues of approximately $1,574,000 during the third quarter 2001
for which there was no corresponding large collection in the same period of
2002.  Collections on asset pools were generally slower in the third quarter of
2002 as compared to the third quarter of 2001 which resulted in an additional
decrease in revenues from net gains on asset pool collections of approximately
$121,000.

Costs of real estate sales were $1,164,386 higher in the quarter ended September
30, 2002 compared to the corresponding quarter in 2001.  Cost of real estate
sales from the condominium redevelopment project increased from no cost of sales
in the third quarter of 2001 to approximately $432,000 for the third quarter of
2002 due to the sale of nine units in July 2002.  Costs of investment real
estate sales also increased by approximately $732,000 in the third quarter of
2002 primarily due to the sale of properties at our Conroe and Mesa Road
locations, for which there were no corresponding cost of sales in the same
quarter of 2002.

Operating and other costs increased by $161,489 from $481,496 for the quarter
ending September 30, 2001 to $642,985 for the same period in 2002.  These
operating cost increases were primarily due to the selling expenses at the
condominium redevelopment project of approximately $118,000 and at the Mesa Road
investment property of approximately $57,000 during the third quarter of 2002
for which there were no corresponding selling expenses in the same period in
2001.  These increases were offset by a decrease in operating and other costs at
the Newport Golf Club and Conference Center by approximately $14,000 during the
third quarter of 2002 as compared to the third quarter of 2001.

General and administrative ("G&A") expenses decreased $107,872 from $669,058 in
the third quarter of 2001 to $561,186 in the same period of 2002.  G&A expenses
that decreased significantly during the third quarter of 2002 as compared to the
same quarter in 2001 included legal expenses which decreased by approximately
$38,000 and state of Texas franchise taxes which decreased by approximately
$76,000.  Legal expenses were lower because of decreased litigation expenses on
collections of asset pools.  The state of Texas franchise taxes were lower due
to less taxable income in 2002 than in 2001.


                                       10
<PAGE>
Minority interests expense reduced total operating expenses by $11,212 for the
three months ended September 30, 2001 for which there was no minority interest
expense recorded during the same period in 2002.  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 during the second quarter of
2002, no further minority expense from the project was recorded during this
period.

Interest expense increased $67,292 from $37,501 in the third quarter of 2001 to
$104,793 for the same period in 2002.  The commercial real estate ventures
segment reported a total interest increase of approximately $34,000 during the
period ending September 30, 2002 as compared to the same period in 2001, which
was primarily due to the capitalization of interest expenses during the third
quarter of 2001 at the condominium redevelopment project during the flood
restoration project.  There was an increase in interest expense of approximately
$43,000 in the investment real estate and joint ventures segment during the
third quarter of 2002 as compared to the same period in 2001, which was due to
increased borrowing in that segment in order to fund the purchase of the West
Lake Houston real estate project that was consummated on December 31, 2001.
There was also a decrease of approximately $10,000 of interest expense not
allocated to any specific segment.  This decrease was primarily due to lower
interest rates prevailing during the third quarter of 2002 as compared to the
same period in 2001.

Our income before income taxes decreased $882,571 from $1,049,217 during the
third quarter of 2001 to $166,646 for the same period in 2002.  This decreased
income consisted of lower income before income taxes of $1,558,503 from net gain
on collections on asset pools, and lower income of $215,376 from commercial real
estate ventures, offset by increases of income before income taxes of $391,112
from investment real estate, and of $280,689 from real estate financing
activities.  There was an additional increase of $219,507 in income before
income taxes from revenues and expenses not allocated in any specific segment.
The decrease in income from net gains on collections of purchased asset pools
was due almost entirely to a large collection in the third quarter of 2001 for
which there was no matching collection in the third quarter of 2002.  The
decrease in income before income taxes in the commercial real estate ventures
segment resulted from lower incomes of $5,722 from the Dallas and San Antonio
retail centers, of $205,535 from the operations of the condominium redevelopment
project, and $10,770 from Newport Golf Course and Conference Center, offset by
increased income of $6,651 from unallocated revenues and expenses within the
segment during the quarter ended September 30, 2002 as compared to the same
period in 2001.  The increase in income before income taxes from investment real
estate was primarily due to increased net incomes of $225,673 from the Newport
Project, $148,090 from the Conroe properties, and $61,833 from the Mesa Road
property, offset by a decrease in income before income taxes of $31,422 from the
West Lake Houston project and a decrease of $13,063 from other properties and
from income unallocated to any specific project during the third quarter of 2002
as compared to the same quarter in 2001.  The increase in income before income
taxes from real estate and other financing was due primarily to a large loan
impairment of approximately $368,000 taken in the third quarter of 2001 for
which there were no corresponding impairment expenses in the third quarter of
2002.  This increase from loan impairment expenses was offset by a decrease of
approximately $88,000  in income before income taxes due to a decrease in our
loan portfolio from the third quarter of 2001 as compared to the same quarter in
2002.

Income tax benefit was $25,000 in the third quarter of 2001 compared to no
income tax benefit in the same period of 2002.

There was no extraordinary item in the third quarter of either 2002 or 2001.

LIQUIDITY AND CAPITAL RESOURCES

We had cash and cash equivalents of $299,376 at September 30, 2002 compared to
$1,071,223 at December 31, 2001.

During the first nine months of 2002, we continued to invest a substantial
portion of our cash reserves in various projects, most notable were an
investment of $636,000 in restoration costs at the condominium redevelopment
project and an additional $1,537,000 in several short-term real estate financing
loans.  We also invested an additional $1,424,000 in investment real estate
projects.  Cash flow from real estate financing activities during the first nine
months of 2002 was $1,157,000.  Borrowings to fund our real estate financing
activities for the nine months ended September 30, 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 $785,000 in
additional draws on our revolving line of credit bearing interest at the rate of
prime plus 1%.  We also borrowed an additional $765,000 in second lien notes
from Charles W. Janke, our chairman and chief executive officer, and an
additional $350,000 from Mr. Janke's father, both notes bearing 18% interest,
with both the first and second lien notes secured by the real estate secured
real estate financing loans we originated.  We borrowed an additional $546,000
from the loan related 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.


                                       11
<PAGE>
On March 31, 2002, we renewed our revolving credit facility of $3,000,000 due 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 real estate 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 September 30, 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 and we do not
anticipate any future compliance problems with these covenants based on expected
operating performance.

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 $4.9 million and $2.1
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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During June 1998, the Company sold real estate property from its asset pool to
related parties in exchange for four notes receivable totaling $525,000.  These
notes are secured by certain investments in common stock held by the related
parties.  Principal plus interest at 10% per annum was due June 2001 for each of
the notes.  During June 2001, the Company elected to extend the terms of the
notes to mature on June 30, 2004 and to reduce the interest rates from 10% to
4.07% per annum. The outstanding notes receivable from related parties plus
accrued interest was $522,581 and $535,701 at December 31, 2001 and September
30, 2002, respectively.  During the year ended December 31, 2001, and again
during the first quarter of 2002, the fair value of the underlying collateral of
these notes was determined to be impaired.  In accordance with FASB 114, the
Company provided an allowance of $367,713 during 2001 and an additional
allowance of $120,000 during the first quarter of 2002 to reduce the notes to
their estimated net realizable value.  The Company received principal on related
party notes of $3,504 during 2001 and $0 during the first nine months of 2002.
The table below shows the related parties, their relation to the Company, and
the amounts of their respective note balances as of September 30, 2002.

<TABLE>
<CAPTION>
NAME OF RELATED PARTY                         RELATIONSHIP TO COMPANY                 NOTE BALANCE
-----------------------------  -----------------------------------------------------  -------------
<S>                            <C>                                                    <C>
Charles W. Janke               Chairman and Chief Executive Officer                   $     141,242
-----------------------------  -----------------------------------------------------  -------------
J. H. Carpenter                President, Chief Operating Officer                           178,278
-----------------------------  -----------------------------------------------------  -------------
                               A trust created by Charles W. Janke, Chairman and
HY Janke Trust                 Chief Executive Officer, for the benefit of his child         34,589
-----------------------------  -----------------------------------------------------  -------------
CW Janke, Jr. Trust            A trust created by Charles W. Janke, Chairman and
                               Chief Executive Officer, for the benefit of his child         34,589
-----------------------------  -----------------------------------------------------  -------------
Janke Family Partnership, Ltd  A partnership controlled by Charles W. Janke,
                               Chairman and Chief Executive Officer                         147,003
-----------------------------  -----------------------------------------------------  -------------
Totals                                                                                $     535,701
</TABLE>

On March 15, 2002, the Company advanced $110,000 to J. H. Carpenter, our
President and Chief Operating Officer, on a short-term loan secured by real
estate.  The loan carries a fifteen-year amortization with 6.25% interest and
monthly payments of $943 until the loan is repaid.  As of September 30, 2002,
all payments to-date have been made on time and the note balance as of that date
was $107,749.

From time to time, the Company enters into note payable agreements with certain
related parties, some of which are officers and directors of the Company, to
provide working capital necessary to conduct its ongoing business affairs.
Generally these notes have a term not to exceed twelve months and bear interest
at a fixed rate of 18% per annum.  During the nine months ended September 30,
2002, the Company has received proceeds from borrowings of $1,115,000 and repaid
principal of $556,730 under the terms of these related party note agreements.
The total outstanding as of September 30, 2002 was $1,363,270.  For the nine
months ended September 30, 2002, total interest accrued and paid was $147,364.
The table below shows the related parties, their relation to the Company, the
amounts of their respective note payable balances as of September 30, 2002, and
the interest paid to each related party during the nine months ended September
30, 2002.


                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                                                  NOTE     INTEREST PAID IN FIRST
NAME OF RELATED PARTY                      RELATIONSHIP TO COMPANY              BALANCE      NINE MONTHS OF 2002
------------------------------  ---------------------------------------------  ----------  -----------------------
<S>                             <C>                                            <C>         <C>

                                A partnership controlled by Charles W. Janke,
Janke Family Partnership, Ltd   Chairman and Chief Executive Officer           $1,145,000  $               102,684
------------------------------  ---------------------------------------------  ----------  -----------------------
Charles W. Janke                Chairman and Chief Executive Officer                    0  $                 3,156
------------------------------  ---------------------------------------------  ----------  -----------------------
                                A corporation controlled by J. H. Carpenter,
Insource Financial Corporation  President  and Chief Operating Officer             18,270                    6,856
------------------------------  ---------------------------------------------  ----------  -----------------------
                                Father of Charles W. Janke, Chairman and
Alfred Janke                    Chief Executive Officer                           200,000                   34,668
------------------------------  ---------------------------------------------  ----------  -----------------------
Totals                                                                         $1,363,270  $               147,364
</TABLE>

During the third quarter of 2002 the Company completed a transaction to sell its
Mesa Road property.  This property had been brought to the Company by a real
estate broker who maintained a participation in the proceeds of the property's
sale.  Such real estate broker is the brother of James W. Christian, one of the
Company's directors.  The Company reported the revenues from the sale of this
property net of the participating interest of the real estate broker.  The gross
selling price of the property was $853,602 which resulted in net revenues to the
Company of $689,928 after payment of the participating interest of $163,674 to
the related real estate broker.


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 September 30, 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.


                                       13
<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,
and (5) general economic declines, particularly within the regions in which we
operate, (6) market valuation risk, (7) estimated value of asset pools, and (8)
terrorist activities.   Important factors that could cause actual results to
differ materially from our expectations are discussed under the captions "Item
1. Financial Statements," and "Item 2. Management's Discussion and Analysis or
Plan of Operations."  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.

ITEM 3. CONTROLS AND PROCEDURES

Our management, including our Chief Executive Officer, Chief Operating Officer,
and Chief Financial Officer, have conducted an evaluation of the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-14(c)
promulgated under the Securities and Exchange Act of 1934, as amended) as of a
date (the "Evaluation Date") within 90 days prior to the filing date of this
report.  Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded, that our disclosure controls and procedures
are effective for timely gathering, analyzing and disclosing the information we
are required to disclose in our reports filed under the Securities Exchange Act
of 1934, as amended.  There have been no significant changes made in our
internal controls or in other factors that could significantly affect our
internal controls subsequent to the Evaluation Date.


                                       14
<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 September 30, 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                                     November 13, 2002
    C. W. Janke
    Chairman of the Board
    Chief Executive Officer
    (Principal Executive Officer)


By: /s/ J. H. CARPENTER                                 November 13, 2002
    J. H. Carpenter
    President
    Chief Operating Officer


By: /s/ CHARLES F. PRESLEY                              November 13, 2002
    Charles F. Presley
    Vice-President
    Chief Financial Officer
    Treasurer
    (Principal Financial Officer)


                                       15
<PAGE>
                                 CERTIFICATIONS

                  Certification of Principal Executive Officer
                           Pursuant to 18 U.S.C. 1350
                 (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Charles W. Janke, certify that:

1.  I  have  reviewed  this  quarterly  report on Form 10-QSB of Rampart Capital
Corporation;

2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)  presented  in  this quarterly report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

                                                               November 13, 2002


By:  /s/  Charles W. Janke
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)


                                       16
<PAGE>
                    Certification of Chief Operating Officer
                           Pursuant to 18 U.S.C. 1350
                 (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)


I, James H. Carpenter, certify that:

1.  I  have  reviewed  this  quarterly  report on Form 10-QSB of Rampart Capital
Corporation;

2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)  presented  in  this quarterly report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

                                                               November 13, 2002

By:/s/ J. H. Carpenter
President
Chief Operating Officer


                                       17
<PAGE>
                  Certification of Principal Financial Officer
                           Pursuant to 18 U.S.C. 1350
                 (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Charles F. Presley, certify that:

1.  I  have  reviewed  this  quarterly  report on Form 10-QSB of Rampart Capital
Corporation;

2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)  presented  in  this quarterly report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

                                                               November 13, 2002

By:/s/ Charles F. Presley
Vice-President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)


                                       18
<PAGE>
<TABLE>
<CAPTION>
                          RAMPART CAPITAL CORPORATION
                            EXHIBITS TO FORM 10-QSB
                    for the quarter ended September 30, 2002

                                INDEX OF EXHIBITS


Exhibit
  No.    Description
<C>      <S>

         Restated Articles of Incorporation (Exhibit 3.1 to Rampart's Registration Statement on Form SB-2 (Reg. No. 333-
    3.1  71089) and incorporated herein by reference).
         Bylaws (Exhibit 3.2 to Rampart's Registration Statement on Form SB-2 (Reg. No. 333-71089) and incorporated
    3.2  herein by reference).
         Form of Warrant Agreement Between Rampart and American Stock Transfer and Trust Company (Exhibit 4.1 to
    4.1  Rampart's Registration Statement on Form SB-2 (Reg. No. 333-71089) and incorporated herein by reference).
         First Amendment of Warrant Agreement (Exhibit 4.1 to Rampart's Form 8-K filed April 12, 2001 (File No. 1-
    4.2  15277) and incorporated herein by reference).
         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
  *99.1  2002.
</TABLE>

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


                                       19
<PAGE>
                                                                    Exhibit 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report of Rampart Capital Corporation
(the "Company") on Form 10-QSB for the period ending September 30, 2002 (the
"Report"), as filed with the Securities and Exchange Commission on the date
hereof, each of I Charles W. Janke, Chairman of the Board and Chief Executive
Officer of the Company, I James H. Carpenter, Chief Operating Officer of the
Company, and I Charles F. Presley, Chief Financial Officer of the Company,
certify separately and independently, pursuant to 18 U.S.C. Sec. 1350, as
adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

     1.          The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

     2.          The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


By:  /s/  C. W. Janke                                          November 13, 2002
     ----------------------------------
     C. W. Janke
     Chairman of the Board
     Chief Executive Officer
     (Principal Executive Officer)


By:  /s/  J. H. Carpenter                                      November 13, 2002
     ----------------------------------
     J. H. Carpenter
     President
     Chief Operating Officer


By:  /s/  Charles F. Presley                                   November 13, 2002
     ----------------------------------
     Charles F. Presley
     Vice-President
     Chief Financial Officer
     Treasurer
     (Principal Financial Officer)


                                       20
<PAGE>