SecProbe.io

August 26, 2014

Via E -mail
David Holloway
Chief Financial Officer
Prosperity Bancshares, Inc.
Prosperity Bank Plaza
4295 San Felipe
Houston, Texas 77027

Re: Prosperity Bancshares, Inc.
  Form 10 -K for th e Fiscal Year Ended December 31 , 2013
Filed February 28, 2104
File No. 001-35388

Dear Mr. Holloway :

We have reviewed your filing an d have the following comments .  In our comments , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comme nts apply to your facts and circumstances , pleas e tell us why in your response.

After reviewing the information you provide in response to these comments , we may
have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2013

Allowance for Credit Losses, page 51

1. We note y our table of the allowance for credit losses and other loan portfolio data.  We also
note that your loan portfolio continues to grow in large part due to acquisitions as
summarized on page 47. Please tell us and revise your future filings to address the fo llowing:

 You state on page 53 that as of December 31, 2013 and 2012, no allowance was required
for acquired loans not deemed credit -impaired and also that no impairment charges or
related allowances were required in 2013 or 2012 for your acquired PCI loan s. As a
result of the significance of your acquired loan portfolio with no corresponding
allowance for credit losses for any period presented, please enhance the relevant sections

David Holloway
Prosperity Bancshares, Inc.
August 26, 2014
Page 2

 of your MD&A disclosures to disaggregate your allowance for credit losses an d related
asset quality disclosures differentiating between your acquired loan portfolio for all
periods presented and your originated loan portfolio. Given the number of acquisitions in
the last two fiscal years and the difference in size of each consider  disaggregating some
of these disclosures by acquisition.
 As a related matter, please revise future filings to more fully disclose how changes in the
credit quality of your originated loan portfolio are reflected in the amount of your
provision for loan loss recorded during the period and the amount of the allowance for
loan losses at period end as we only note brief disclosure on page 43.  For example,
please explain how  the increase in your provision for loan losses by 183% in 2013
compared to 2012 comp ared to organic loan growth of 5.6% as disclosed on page
47.  Your analysis should quantify each loan portfolio component of your allowance for
loan losses (ASC 310 -10, 450 -20) and explain how incremental credit quality changes
are reflected.

Please pro vide us with your proposed disclosures as of June 30, 2014 and December 31,
2013.

Note 2. Acquisitions, page 85

2. We note your acquired PCI loan disclosure on page 87 and that the information appears to be
presented only for the 2013 acquisitions.   ASC 310 -30-50 requires certain disclosures, like
outstanding balance and related carrying amount, for all acquired loans, not just those
acquired during the period.   Please revise your future filings to include the applicable
disclosures for all acquisitions and consider providing disaggregated disclosures for
significant acquisitions given the number of acquisitions in the last two years.

             We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 responding to our comments, please provide  a writt en 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

David Holloway
Prosperity Bancshares, Inc.
August 26, 2014
Page 3

  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.

You may contact John Spitz, Staff Accoun tant, at (202) 551 -3484  or me at (202) 551 -
3492  with any other questions.

Sincerely,

 /s/ John P. Nolan

John P. Nolan
Senior Assistant Chief Accountant