SecProbe.io

Mail Stop 4561         April 10, 2009
Via US Mail and facsimile to (281) 269-7222

David Zalman 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, 2008
Filed March 2, 2009
 File No. 000-25051

Dear Mr. Zalman:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view 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 for the Fiscal Year Ended December 31, 2008

 Item 11.  Executive Compensation, page 64

 Executive Compensation and Other Matters, page 14 of Definitive Proxy Statement on
Schedule 14A
 1. You state that the Compensation Committee monitors the base salary levels and
various incentives of the named executive officers of the Company to ensure that

David Zalman, Chief Executive Officer
Prosperity Bancshares, Inc.
Page 2 of 3
overall compensation remains competitive within the peer group.  Please tell us
whether you benchmark the compensation of your named executive officers to a
certain percentage or range of compensation within your peer group.

2. You have not disclosed the specific target s for the eight performance indicators,
including total return, increase in earnings  per share, increase in deposits, increase
in assets, increase in loans, return on average equity, the efficiency ratio and
increase in dividends that were used as bases for awarding cash bonuses to your
named executive officers.  To the extent  you believe that disclosure of the
historical performance targets is not required because it would result in
competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed supplemental analysis supporting your conclusion.  In particular , your competitive harm analysis should
clearly explain the nexus between disclo sure of the performance objectives and
the competitive harm that is likely to result from disclosure.  Refer to Item
402(b)(2)(v) of Regulation S-K and Regul ation S-K Compliance and Disclosure
Interpretation 118.04.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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.

David Zalman, Chief Executive Officer
Prosperity Bancshares, Inc. Page 3 of 3
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Allicia Lam, Staff Attorn ey, at (202) 551-3316 or me at (202) 551-
3698 with any questions.
Sincerely,

Mark Webb Legal Branch Chief