SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Rampart Capital Corporation (Exact name of Registrant as specified in its charter) Texas 76-0427502 (State of incorporation (I.R.S. Employer or organization) Identification No.) 700 Louisiana, Suite 2550 Houston, Texas 77002 (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), please check the following box. [ x ] If this form relates to the registration of a class of securities pursuant to Section 12 (g) of the Exchange Act and is effective pursuant to General Instruction A. (d), please check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-71089 Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Units (consisting of two shares and one warrant) American Stock Exchange Common Stock, $.01 par value American Stock Exchange Redeemable Common Stock Purchase Warrants American Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The securities to be registered are the Registrant's Units, Common Stock, $.01 par value per share. Such securities are described under the caption "Description of Capital Stock" in the Prospectus filed as part of the Registrant's registration statement on Form SB-2 (File No.333-71089). Such description is hereby incorporated herein by reference as permitted by Rule 12b-23. Item 2. Exhibits. The following exhibits are filed, or incorporated by reference, as part of this Registration Statement: 1. Registration Statement on Form SB-2 (File No. 333-71089) filed January 25, 1999, as amended (the "Registration Statement"). (1) 2. Restated Articles of Incorporation of the Registrant. Filed as Exhibit 3.1 to the Registration Statement. (1) 3. Bylaws of the Registrant. Filed as Exhibit 3.2 to the Registration Statement. (1) 4.1. Specimen common stock certificate to be registered hereunder. (2) 4.2. Specimen Warrant Certificate to be registered hereunder. (2) (1) Incorporated by reference from the Registration Statement as permitted by Rule 12b-32. (2) Filed herewith. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Rampart Capital Corporation (Registrant) Date: August 9, 1999 By:/s/ J. H. Carpenter J. H. Carpenter Chief Operating Officer MAURICE J. BATES, L.L.C. ATTORNEY AT LAW 8214 WESTCHESTER SUITE, 500 DALLAS , TEXAS 75225 Telephone (214) 692-3566 Fax (214) 987-2091 August 30, 1999 Securities and Exchange Commission 450 5th Street N. W. Washington, DC. 20549 Re: Rampart Capital Corporation SEC File No. 333-71089 Form 8-A Ladies/Gentlemen: On behalf of Rampart Capital Corporation we transmit herewith a registration statement on Form 8-A for registration of the Company's securities under Section 12(b) of the Securities Exchange Act of 1934. The Company has applied for listing of its Units, Warrants and Common Stock on the American Stock Exchange and in accordance with amended Form 8-A intends that the 1933 Act registration statement referred to above and the 1934 Act registration statement file herewith will go effective concurrently. The Company has on deposit with Mellon Bank $250 to cover the filing fee. If there are any questions with respect to this filing please contact the undersigned. Very truly yours, /s/Maurice J. Bates Maurice J. Bates