Form  S-8  Post  Effective  Amendment.DOC
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 2003

                                                      REGISTRATION NO. 333-46372
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 _______________

                         POST-EFFECTIVE AMENDMENT NO. 1
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           RAMPART CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

                    TEXAS                            76-0427502
         (State or other jurisdiction             (I.R.S. Employer
       of incorporation or organization)         Identification No.)

                            16401 COUNTRY CLUB DRIVE
                               CROSBY, TEXAS 77532
                                 (713) 223-4610
    (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                                 J. H. CARPENTER
                      PRESIDENT AND CHIEF OPERATING OFFICER
                            16401 COUNTRY CLUB DRIVE
                               CROSBY, TEXAS 77532
                                 (713) 223-4610
  (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
                                 _______________



                          RAMPART CAPITAL CORPORATION

                      TERMINATION OF REGISTRATION STATEMENT

     On  September  22,  2000,  Rampart Capital Corporation, a Texas corporation
(the "Company"), filed a Registration Statement on Form S-8 (Reg. No. 333-46372)
(the "Registration Statement") to register shares of the Company's common stock,
par  value  $.01  per  share  (the  "Common  Stock"),  issuable  pursuant to the
Company's 1998 Stock Compensation Plan as revised June 24, 1999.  On November 6,
2003,  the  Company  effected  a 1-for-100,000 reverse split of the Common Stock
after  which  holders  of  fractional  shares were entitled to receive $3.50 per
pre-split  share.  The  reverse  split  resulted  in the Company having only two
record  and  beneficial shareholders of the Common Stock, who are also directors
and officers of the Company.  On November 18, 2003, the United States Securities
and  Exchange  Commission  issued an order granting the Company's application to
withdraw  the  Common Stock from listing on the American Stock Exchange and from
registration  under  Section  12(b)  of  the Securities Exchange Act of 1934, as
amended, effective at the opening of business on November 19, 2003.  As a result
of  such  withdrawal from listing and registration, the Company is hereby filing
this  Post-Effective  Amendment  No.  1 to terminate the Registration Statement.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrar  certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S-8  and  had  duly  caused  this
Post-Effective  Amendment No. 1 to the Registration Statement on Form S-8 of the
Company  to  be  signed  on  its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in  the  City  of  Crosby,  State  of  Texas, on November 19, 2003.

                                         RAMPART CAPITAL CORPORATION

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



     Pursuant  to  the  requirements  of the Securities Act of 1933, as amended,
this  Post-Effective  Amendment  No.  1  to  the Registration Statement has been
signed  by  the  following  persons in the capacities and on the date indicated.


Signature                 Title                                Date
- ---------                 -----                                ----

/s/  Charles W. Janke     Chairman of the Board and Chief      November 19, 2003
- -----------------------   Executive Officer
Charles W. Janke


/s/  J. H. Carpenter      President, Chief Operating Officer   November 19, 2003
- ----------------------    and Director
J. H. Carpenter