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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM10QSB

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|--- | ----------------------------------------------------------------------------------------
|    | For the Quarterly Period Ended September 30, 1997                                       
|/ / | 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

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

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

| | 700 Louisiana
Suite 2510
Houston, Texas
(Address of Principal Executive Office) | 
| | ------------------------------------------------------------------------------- | 
| | 77002
(Zip Code)                                                                | 
| | 713-223-4610
(Registrant's Telephone Number)                                    | 

Check
mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12
months 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 September 30, 1999, the number of shares outstanding of the registrant's only class of common stock was 3,050,000.
| |  | ------------------------------------------------------------------------------------------------------------------------

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## 

INDEX

PART I. FINANCIAL INFORMATION

|                           |  |                                                                                                                |  | Page No.
|-------------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | --------
|Item 1.                    |  | Unaudited Consolidated Financial Statements                                                                    |  |         
|                           |  | Unaudited Consolidated Statement of Operations for the Three and
Nine Months ended September 30, 1998 and 1999 |  | 3       
|                           |  | Unaudited Consolidated Balance Sheet at December 31, 1998 and
September 30, 1999                               |  | 4       
|                           |  | Unaudited Consolidated Statement of Cash Flows for the Nine Months
ended September 30, 1999 and 1998           |  | 5       
|                           |  | Notes to the Unaudited Consolidated Financial Statements                                                       |  | 6       
|Item 2.                    |  | Management's Discussion and Analysis of Results of Operations and
Financial Condition                          |  | 10      
|PART II. OTHER INFORMATION |  |                                                                                                               
|Item 2.                    |  | Changes in Securities and Use of Proceeds                                                                      |  | 11      
|Item 4.                    |  | Submission of Matters to a Vote of Security Holders                                                            |  | 11      
|Item 6.                    |  | Exhibits and Reports on Form 8-K                                                                               |  | 11      
|                           |  | Signatures                                                                                                     |  |         
|                           |  |                                                                                                                |  |         



RAMPART CAPITAL CORPORATION

Consolidated Statements of Operations
(Unaudited)

|                                           |  | Three Months Ended September 30, |           | Nine Months Ended September 30, |  
|------------------------------------------ |  | -------------------------------- | --------- | ------------------------------- | -
|
|Net gain on collections on asset pools     |  | $                                | 301,244   |                                 | $
|Real estate sales                          |  |                                  | 95,933    |                                 |  
|Rental income                              |  |                                  | 151,474   |                                 |  
|Other income                               |  |                                  |          |                                 |  
|                                           |  |                                  |           |                                 |  
|Total revenue                              |  | $                                | 548,651   |                                 | $
|Costs of real estate sales                 |  |                                  | (11,823   | )                               |  
|Other costs                                |  |                                  |          |                                 |  
|General and administrative expenses        |  |                                  | (287,258  | )                               |  
|Interest expense                           |  |                                  | (100,251  | )                               |  
|                                           |  |                                  |           |                                 |  
|Income before income tax benefit (expense) |  |                                  | 149,319   |                                 |  
|Income tax benefit (expense)               |  |                                  | (8,106    | )                               |  
|                                           |  |                                  |           |                                 |  
|Net income                                 |  | $                                | 141,213   |                                 | $
|                                           |  |                                  |           |                                 |  
|Basic net income per common share          |  | $                                | .06       |                                 | $
|                                           |  |                                  |           |                                 |  
|Diluted net income per common share        |  | $                                | .06       |                                 | $
|                                           |  |                                  |           |                                 |  
|Average common shares outstanding          |  |                                  | 2,250,000 |                                 |  
|                                           |  |                                  |           |                                 |  



RAMPART CAPITAL CORPORATION

Consolidated Balance Sheet
(Unaudited)

|                                                                                                                                                                                            |  | December 31,
1998 |           | September 30,
1999
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | ------------------
|Assets                                                                                                                                                                                     
|Cash                                                                                                                                                                                        |  | $                 | 583,629   |                   
|Purchased asset pools, net                                                                                                                                                                  |  |                   | 3,558,491 |                   
|Commercial real estate, net                                                                                                                                                                 |  |                   | 732,156   |                   
|Investment real estate                                                                                                                                                                      |  |                   | 1,100,731 |                   
|Notes receivable from related parties                                                                                                                                                       |  |                   | 525,000   |                   
|Notes receivable other                                                                                                                                                                      |  |                   | 0         |                   
|Property and equipment, net                                                                                                                                                                 |  |                   | 36,249    |                   
|Other assets                                                                                                                                                                                |  |                   | 475,452   |                   
|                                                                                                                                                                                            |  |                   |           |                   
|Total assets                                                                                                                                                                                |  | $                 | 7,011,708 |                   
|                                                                                                                                                                                            |  |                   |           |                   
|Liabilities and Stockholders' Equity                                                                                                                                                       
|Notes payable                                                                                                                                                                               |  | $                 | 3,740,488 |                   
|Notes payable to related parties                                                                                                                                                            |  |                   | 0         |                   
|Accounts payable and accrued expenses                                                                                                                                                       |  |                   | 291,812   |                   
|Income taxes payable                                                                                                                                                                        |  |                   | 12,624    |                   
|Deferred tax liability                                                                                                                                                                      |  |                   | 438,000   |                   
|                                                                                                                                                                                            |  |                   |           |                   
|Total liabilities                                                                                                                                                                           |  | $                 | 4,482,924 |                   
|                                                                                                                                                                                            |  |                   |           |                   
|Commitments and contingencies                                                                                                                                                               |  |                   |           |                   
|Shareholders' equity                                                                                                                                                                        |  |                   |           |                   
|Common stock ($.01 par value; 10,000,000 shares authorized; 2,250,000 shares issued and outstanding at December 31, 1998 and 3,050,000 shares issued and outstanding at September 30, 1999. |  | $                 | 22,500    |                   
|Paid-in-Capital                                                                                                                                                                             |  |                   | 0         |                   
|Retained earnings                                                                                                                                                                           |  |                   | 2,506,284 |                   
|                                                                                                                                                                                            |  |                   |           |                   
|Total shareholders' equity                                                                                                                                                                  |  | $                 | 2,528,784 |                   
|                                                                                                                                                                                            |  |                   |           |                   
|Total liabilities and shareholders' equity                                                                                                                                                  |  | $                 | 7,011,708 |                   
|                                                                                                                                                                                            |  |                   |           |                   



RAMPART CAPITAL CORPORATION

Consolidated Statements of Cash Flows
(Unaudited)

|                                                                                        |  | Nine Months
Ended September 30, |           
|--------------------------------------------------------------------------------------- |  | ------------------------------- | ----------
|
|Cash flows from operating activities                                                    |  |                                 |           
|Net income                                                                              |  | $                               | 1,813,312 
|Adjustments to reconcile net income to net cash provided (used) by operating activities |  |                                 |           
|Depreciation                                                                            |  |                                 | 9,888     
|Accrued interest income                                                                 |  |                                 |          
|Asset pool costs deducted in net gain on collections                                    |  |                                 | 2,060,372 
|Change in loan loss reserve                                                             |  |                                 | (77,662   
|Cost of real estate                                                                     |  |                                 |          
|Cost of assessment rights sold                                                          |  |                                 |          
|Purchase of asset pools                                                                 |  |                                 | (504,373  
|Other costs capitalized                                                                 |  |                                 | (125,732  
|Decrease (increase) in other assets                                                     |  |                                 | (6,159    
|Increase (decrease) in accounts payable and accrued expenses                            |  |                                 | 40,985    
|Increase (decrease) in taxes payable                                                    |  |                                 | 10,893    
|Increase (decrease) in deferred tax liability                                           |  |                                 | 377,758   
|                                                                                        |  |                                 |           
|Net cash provided by operating activities                                               |  |                                 | 3,599,282 
|                                                                                        |  |                                 |           
|Cash flows from investing activities                                                    |  |                                 |           
|Purchase of commercial real estate                                                      |  |                                 |          
|Purchase of investment real estate                                                      |  |                                 | (874,908  
|Purchase of paying assessments                                                          |  |                                 |          
|Purchase of assessment rights                                                           |  |                                 |          
|Purchase of property and equipment                                                      |  |                                 | (20,045   
|                                                                                        |  |                                 |           
|Net cash used by investing activities                                                   |  |                                 | (894,953  
|                                                                                        |  |                                 |           
|Cash flows from financing activities                                                    |  |                                 |           
|Proceeds from notes payable to related parties                                          |  |                                 | 7,874     
|Payments on notes payable to related parties                                            |  |                                 | (331,147  
|Proceeds from notes payable                                                             |  |                                 | 1,063,831 
|Payments on notes payable                                                               |  |                                 | (2,828,164
|Proceeds from the sale of common stock                                                  |  |                                 |          
|Proceeds from purchased paying assessments                                              |  |                                 |          
|Financed asset sales                                                                    |  |                                 |          
|Proceeds from receivables from related parties                                          |  |                                 | (525,000  
|                                                                                        |  |                                 |           
|Net cash provided (used) by financing activities                                        |  |                                 | (2,612,606
|                                                                                        |  |                                 |           
|Net increase (decrease) in cash                                                         |  |                                 | 91,723    
|Cash at beginning of period                                                             |  |                                 | 21,514    
|                                                                                        |  |                                 |           
|Cash at end of period                                                                   |  | $                               | 113,237   
|                                                                                        |  |                                 |           



RAMPART CAPITAL CORPORATION

Notes to Consolidated Financial Statements

September 30, 1999
(Unaudited)

Note 1Summary of Significant Accounting Policies



On September 20, 1999, the Company's Registration Statement on Form SB-2 was ordered effective and on September 24, 1999 the offering closed. In
connection therewith, the Company received $6,202,255, net of underwriting discounts and commissions and offering expenses from the sale of 400,000 units comprised of two shares of common stock and a
warrant to purchase on share of common stock.



The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q 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. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the
results of operations for the periods presented have been included.

The
unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto, which are included with the Company's Registration
Statement on Form SB-2.



As of March 31, 1999, the Company changed the caption for this asset classification from "Commercial rental property" to "Commercial real estate" due to
the acquisition during the first quarter of 1999 of real estate which produces operating revenue as opposed to rental revenue (see Note 2). Rents collected on commercial rental property are recognized
as rental income as collected, and other revenues from the operation of commercial properties is 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 is comprised of interest income, operating revenues from the golf course and convention center acquired in the acquisition described in Note 2,
and miscellaneous revenue. Revenue is recognized as earned.

Note 2Acquisitions

On February 1, 1999, the Company acquired all of the assets of a bankruptcy liquidation estate, including real estate, receivables, assessment rights
and other assets for $2,969,538, comprised of the contract price of $2,875,000 and acquisition costs of $94,538. The assets were acquired from a liquidating trustee in Federal Bankruptcy Court. The
acquisition was financed with $1,475,000 of bank debt and $1,400,000 borrowed from the Company's majority shareholder. The total purchase price was allocated to the individual asset components based
on management's estimate of relative market value. None of the

purchase price was allocated to the community swimming pool and tennis courts or to the restricted recreational reserves because the costs to rehabilitate these properties to operational status was
estimated to exceed the market value of these assets and the restricted usage of these assets impaired market value.

The
assets acquired include:

|                                                  |  | Acres  |  | Allocated Costs
|------------------------------------------------- |  | ------ |  | ---------------
|Commercial real estate                            |  |        |  |                
|18-hole golf course                               |  | 124.53 |  |                
|Club house, convention center and driving range   |  | 23.34  |  |                
|Expansion site9 holes for golf course            |  | 81.18  |  |                
|Expansion sitepotential golf course              |  | 145.31 |  |                
|Sales Office                                      |  | 2.0    |  |                
|                                                  |  |        |  |                
|Sub total                                         |  | 376.36 |  | $              
|                                                  |  |        |  |                
|Investment real estate                            |  |        |  |                
|Undeveloped acreage                               |  | 237.39 |  |                
|311 fully developed lots                          |  | 61.60  |  |                
|286 undeveloped platted lots                      |  | 56.40  |  |                
|Platted and unplatted reserves                    |  | 75.54  |  |                
|                                                  |  |        |  |                
|Sub total                                         |  | 430.93 |  |                
|                                                  |  |        |  |                
|Amenities                                         |  |        |  |                
|Swimming pool and 4 tennis courts                 |  | 7.17   |  |                
|Restricted recreational reserves                  |  | 81.52  |  |                
|                                                  |  |        |  |                
|Subtotal                                          |  | 88.69  |  |                
|                                                  |  |        |  |                
|Total acreage                                     |  | 895.98 |  |                
|                                                  |  |        |  |                
|Assessment Rights                                 |  |        |  |                
|Assessment rights on 2,000 residential properties |  |        |  |                

|Purchased Asset Pools             |  | Legal Balances  |  |   |          
|--------------------------------- |  | --------------- |  | - | ---------
|Delinquent assessment receivables |  | $3.2 million    |  |   | 59,469   
|Other                             |  | Estimated Value |  |   |          
|Other assets                      |  | $75,000         |  |   | 33,367   
|                                  |  |                 |  |  
|Total Purchase Price              |  |                 |  | $ | 2,969,538
|                                  |  |                 |  |  

The
allocation of $850,000 of the purchase price to the assessment rights (the "Rights") reflected the amount received by the Company, in the form of a note, for the simultaneous
resale of the assessment rights to an unrelated buyer (which is the property owners' association for the development). In addition to the note, the Company received other consideration as described
below. The buyer acquired the Rights

subject to the obligation to perform the required property maintenance. As a requirement to the buyer's purchase of the Rights, the Company also deeded to the buyer the amenities described above to
which the Company had allocated no portion of the purchase price because of the needed rehabilitation and restricted usage, subject to the buyer's obligation to expend $150,000 to renovate those
amenities.

The
note is secured by a collateral assignment of the Rights, the related assessment receivables, and associated real property foreclosure rights. Interest on the note is payable
monthly at 10% per annum through December 1999, at which time monthly principal and interest payments of $12,030 are due through December 2008. The Rights provide the buyer with
enforceable lien rights on the underlying properties, and the historical and anticipated cash flows from the collection of the fees, which is reasonably assured because of the lien rights, and provide
for the buyer's performance of the required maintenance and the repayment of the note in accordance with its terms. The sale did not require any contingent performance by the Company as a condition of
the buyer's repayment of the note and, accordingly, the full amount of the note has been considered in the computation of gain or loss.

The
other consideration received by the Company consisted of a waiver (the "Waiver") of all fees and assessments payable on lots it owns, presently or in the future, within the
jurisdiction of the
development for which the Rights apply and the option, in certain circumstances, to acquire liens the property owners' association may acquire as the result of future delinquencies in assessment
rights. The Waiver includes assessments payable at the time of sale. The present value of future assessments waived is estimated to be $75,000. No accounting recognition was given to the Waiver.
Additionally, no accounting recognition was given to the option to purchase future liens because the value of the option cannot be reasonably estimated.

The
resale of the assessment rights resulted in no gain or loss since the $850,000 cost allocated to the assessment rights equaled the amount of the note received from the buyer.

Note 3Related Party Transactions

In January 1999, the Company borrowed $1,400,000 from a family limited partnership of the Company's majority shareholder. Interest on the note is payable
monthly at 10% per annum, with the outstanding principal and interest due December 31, 1999. The funds were used to complete the acquisition described in Note 2. This loan was repaid from
proceeds from the sale of common stock described in Note 1.

Note 4Net Income Per Common Share

Net income 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 5Segment Reporting

The Company operates in four business segments (i) purchased asset pools, (ii) commercial real estate, (iii) investment real estate, and
(iv) sales 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 as the result of foreclosing on the collateral underlying an acquired real estate debt. The commercial real estate segment involves holding foreclosed and acquired improved
real estate for appreciation and the production of income. The investment real estate segment involves holding foreclosed and acquired unimproved real estate for future appreciation and acquiring
unimproved real estate in conjunction with short-term funding for developers. The sales financing segment is comprised of non-discounted notes held by the Company by virtue of 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:

|                              |  | As of and for the Nine months ended September 30, 1999
|----------------------------- |  | ------------------------------------------------------
|
|Revenue                       |  | $                                                     
|Segment profit                |  |                                                       
|Segment assets                |  |                                                       
|Depreciation and amortization |  |                                                       
|Capital expenditures          |  |                                                       
|Net interest expense          |  |                                                       
|
|
|Revenue                       |  | $                                                     
|Segment profit                |  |                                                       
|Segment assets                |  |                                                       
|Depreciation and amortization |  |                                                       
|Capital expenditures          |  |                                                       
|Net interest expense          |  |                                                       

Reconciliation
of reportable segment assets to the Company's consolidated totals as of September 30 are as follows:

|Assets                                 |  | 1998 |           | 1999
|-------------------------------------- |  | ---- | --------- | ----
|Total assets for reportable segments   |  | $    | 6,177,647 |     
|Cash not allocated to segments         |  |      | 113,237   |     
|Other assets not allocated to segments |  |      | 110,329   |     
|                                       |  |      |           |     
|Consolidated total assets              |  | $    | 6,401,213 |     
|                                       |  |      |           |     



RAMPART CAPITAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Overview

Certain statements in this Form 10-QSB, including information set forth under Item 2Management's Discussion and Analysis of Results of Operations
and Financial Position constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the Act). The Company desires to avail itself of certain
"safe harbor" provisions of the Act and is therefore including this special note to enable the Company to do so. Forward-looking statements in this Form 10-QSB or hereafter included
in other publicly available documents filed with the Securities and Exchange Commission, reports to the Company's stockholders and other publicly available statements issued or released by the Company
involve known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance (financial or operating) or achievements to differ from the future results,
performance (financial or operating) or achievements expressed or implied by such forward looking statements. Such future results are based upon managements's best estimates based on current
conditions and the most recent results of operations.

We
had a profitable third quarter. Quarterly revenues of $1.9 million , an increase of $1.4 million over the corresponding quarter of 1998, boosted year-to-date revenues
to $3.5 million, down $123,000 from 1998. Third quarter earnings of $1 million, an increase of $891,000 over the third quarter of 1998, brought year-to-date
earnings to $1.1 million, down $666,000 from the same period in 1998.

We
had net proceeds of approximately $6.2 million from our initial public offering in September 1999. Debt of $5.0 million was retired and the remaining
$1.2 million has been invested in short-term interest bearing accounts.

Results of Operations

Our third quarter revenues increased $1.4 million from $.5 million in 1998 to $1.9 million in 1999. Net gains on collection increased $272,000,
real estate sales increased $960,000, and the remainder of the revenue increase was from operating income at the Newport Golf Course and Convention Center (the "Newport Assets"). The marketing of lots
acquired in February 1999 as part of the Acquisition of Newport Assets, drove the increase in real estate sales.

Earnings
for the three months ended September 30, 1999 increased $891,000 from $141,000 in 1998 to $1 million. This increase was comprised of a $272,000 increase in net
gains on collections, $714,000 increase in gains on real estate sales, $121,000 increase in income tax benefits, and offset by an increase of $216,000 in net operating expenses related to operating
expenses of Newport Assets. Net gain on collections increased as a result of naturally occurring timing in settlements with creditors and successful litigation. The increase in the gains on real
estate is due to the marketing of residential lots acquired as part of the Newport Assets. Income tax benefits increased because the increased profitability was in subsidiaries which could utilize our
tax losses. The increase in net operating expenses was primarily due to closing the golf course and conference center for three months beginning in May 1999 for renovations. The golf course was
not fully operational until September 1999 and part of the food services portion of the convention center was reopened in October.

Liquidity and Capital Resources

Using the net proceeds received from the initial public offering, the Company retired $5 million in debt and invested the remaining $1.2 million
in short-term interest bearing investments. As a result the Company has $1.9 million in cash and a $5 million line of credit available to fund future acquisitions and working capital
needs. The Company does not anticipate any near term capital needs in excess of the available.



## 

PART II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

|(a) |  | Not applicable                                                                                                                                                                                                                        
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) |  | Not applicable                                                                                                                                                                                                                        
|(c) |  | Not applicable                                                                                                                                                                                                                        
|(d) |  | Pursuant to Rule 463, the following information required by item 701 (f) of Regulation S-B is furnished with respect to the use of proceeds from the registrant's first registration statement filed
under the Securities Act of 1933:
|    |  | 1.                                                                                                                                                                                                                                    
|    |  | 2.                                                                                                                                                                                                                                    
|    |  | 3.                                                                                                                                                                                                                                    
|    |  |                                                                                                                                                                                                                                       
|    |  |                                                                                                                                                                                                                                       
|    |  |                                                                                                                                                                                                                                       
|    |  |                                                                                                                                                                                                                                       
|    |  |                                                                                                                                                                                                                                       
|    |  |                                                                                                                                                                                                                                       
|    |  |                                                                                                                                                                                                                                       
|    |  |                                                                                                                                                                                                                                       

| |  | v. |  | Expenses incurred:                |  |   |           |  | 
| |  | -- |  | --------------------------------- |  | - | --------- |  | 
| |  |    |  | Underwriting discounts            |  | $ | 740,000   |  | 
| |  |    |  | Legal                             |  |   | 85,159    |  | 
| |  |    |  | Accounting                        |  |   | 86,936    |  | 
| |  |    |  | Printing and edgar costs *        |  |   | 143,000   |  | 
| |  |    |  | Underwriters' non-accountable     |  |   | 152,000   |  | 
| |  |    |  | Amex listing fee                  |  |   | 22,500    |  | 
| |  |    |  | SEC filing fee                    |  |   | 6,425     |  | 
| |  |    |  | Nasd filing fee                   |  |   | 2,432     |  | 
| |  |    |  | Transfer agent and registrar fees |  |   | 3,500     |  | 
| |  |    |  | Other                             |  |   | 155,793   |  | 
| |  |    |  |                                   |  |   |           | 
| |  |    |  | Total                             |  | $ | 1,397,745 |  | 
| |  |    |  |                                   |  |   |           | 
| |  |    |  |                                   |  |   |           |  | 
| |  |    |  | *estimated                        |  |   |           |  | 

No
direct or indirect payments were made to directors, officers, general partners of the issuer or their associates; to persons owning 10 percent or more of any class of equity securities of the
issuer; or to affiliates of the issuer or direct or indirect payments to others.

| |  | vi.  |  | Net proceeds to the issuer: $6,202255, after deducting the total expenses described above.                                                                           |  |  
| |  | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -
| |  | vii. |  | From the effective date of the offering (September 20, 1999) to the ending date of the reporting period (September 30, 1999), the net
proceeds were used as follows: |  |  
| |  |      |  | Construction of plant, building and facilities                                                                                                                       |  |  
| |  |      |  | Purchase and installation of machinery and equipment                                                                                                                 |  |  
| |  |      |  | Purchases of real estate                                                                                                                                             |  |  
| |  |      |  | Acquisition of other businesses                                                                                                                                      |  |  
| |  |      |  | Repayment of indebtedness                                                                                                                                            |  | $
| |  |      |  | Working capital                                                                                                                                                      |  |  
| |  |      |  | Temporary investments                                                                                                                                                |  |  
| |  |      |  | Other purposes (5% of total offering proceeds or $100,000) whichever is less                                                                                         |  |  
| |  |      |  |                                                                                                                                                                      |  |  
| |  |      |  | Total                                                                                                                                                                |  | $
| |  |      |  |                                                                                                                                                                      |  |  

No
direct or indirect payments were made to directors, officers, general partners of the issuer or their associates; to persons owning 10 percent or more of any class of equity securities of the
issuer; or to affiliates of the issuer or
direct or indirect payments to others. The use of proceeds does not represent a material change in the use of proceeds described in the prospectus of the registrant.

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

No
items were submitted to securities holders during the quarter ended September 30, 1999.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibitsnone.

(b) Reports
on Form 8-Kregistrant was not required to file a Form 8-K during the quarter ended September 30, 1999.



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. JANKEC. W. JankeChief Executive Officer
(Principal Executive Officer)                              |  | November 11, 1999
|--- |  | ----------------------------------------------------------------------------------------------------------- |  | -----------------
|By: |  | /s/J.H. CARPENTERJ.H. CarpenterPresident
Chief Operating Officer                                            |  | November 11, 1999
|By: |  | /s/CHARLES F. PRESLEYCharles F. PresleyVice-President
Chief Financial Officer
(Principal Financial Officer) |  | November 11, 1999



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PART I. FINANCIAL INFORMATION

PART II. OTHER INFORMATION