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