SecProbe.io

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August 11, 2005
Mail Stop 4561

By U.S. Mail and facsimile to (979)543-1906

Mr. David Zalman,
President and Chief Executive Officer
Prosperity Bancshares, Inc.
Prosperity Bank Plaza
4295 San Felipe
Houston, TX  77027

Re:	Prosperity Bancshares, Inc
      Form 10-K for Fiscal Year Ended December 31, 2004
	File No.  000-25051

Dear Mr. Zalman:

      We have limited our review of your filing to the issue we
have
addressed in our comment. Where indicated, please provide us with
the
supplemental documentation we requested in response to this
comment.
Please be as detailed as necessary in your explanation.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K

Notes to the Consolidated Financial Statements

Note 5.  Securities, page 69 and 70

1. We note gross unrealized losses on your 70% non-taxable
preferred
stock securities increased $5.8 million from December 31, 2003 to
December 31, 2004.  Please provide us your analyses supporting
your
belief that an other-than-temporary impairment did not exist at
December 31, 2004, at March 31, 2005, or at June 30, 2005.   We
note
the guidance in paragraph 16 of SFAS No. 115 and SAB Topic 5:M.
Your
response should include but not be limited to the name of
securities,
purchase dates and prices, current amortized cost, respective
unrealized losses and other information you consider in your
periodic
analysis.

* * * * *

       As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comment
and provides any requested supplemental information.  Detailed
cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information required under the
Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed investment decision.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Paula Smith (Staff Accountant) at (202) 551-
3696
or me at (202) 551-3490 if you have any questions regarding
comments
on the financial statements and related matters.

Sincerely,

							Don Walker
							Senior Assistant Chief
Accountant
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David Zalman, President and Chief Executive Officer
Prosperity Bancshares, Inc.
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