SecProbe.io

October 14 , 2014

Via E -mail
David Holloway
Chief Financial Officer
Prosperity Bancshares, Inc.
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 supplemental response  dated September 24, 2014 and have the
following comments.  In some of 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 or do not believe future revisions
are appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments, including
the draft of your proposed disclosure s, we may have  additional comments.

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

Allowance for Credit Losses, page 51

1. We note your response to comment one from our letter dated August 26, 2014.  Specifically,
you proposed future filing revisions to disaggregate your non -performing loans and non -
performing assets and also your allowance for credit losses between your originated and
acquired loan portfolio. Please also revise your future filings to provide the following :

 Disaggregate your allowance for credit losses and other related data table on page 51 to
differentiate between your originated and acquired loan portfolios; and

David Holloway
Prosperity Bancshares, Inc.
October 14 , 2014
Page 2

  Disclose how changes in credit quality of your originated loan portfolio and acquired
loan p ortfolio are reflected in the amount of your provision for loan loss recorded during
each period as issued in our previous comment. Your analysis expand  upon your current
disclosure by quantifying each loan portfolio component of your allowance for c redit
losses (ASC 310 -10, ASC 450 -20) and explaining how incremental credit quality changes
are reflected.

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

2. As a related matter, please also address the foll owing with respect to your proposed
disclosures provided as a result of your response to comment one from our letter dated
August 26, 2014:

 You state that purchased credit impaired (PCI) loans are acquired loans not subject to
your allowance for credit losses methodology. ASC 310 -30-35-10 requires you to
continue to estimate cash flows expected to be collected over the life of the loan and to
record an allowance for credit losses when deemed necessary. Please revise your
proposed disclosures accordingly or further explain why these loans are not subject to
your allowance for credit losses methodology.
 Similarly, we note proposed disclosure tha t a loan originated at an acquired institution
that was originally subject to fair value accounting is subject to your allowance
methodology when loan renews or substantially modifies the terms of the loan (other than
a troubled debt restructuring). Please  explain in further detail what procedures are
performed on these loans subsequent to acquisition and how they are factored into your
allowance for credit losses as of each period.
 Please revise your tables presented on page six of your response for consis tency, if
necessary. Specifically, we note that while the total allowance for credit losses amounts
are the same for 2013, the individual loan portfolio segment totals are different, so please
revise or explain why this information is correct.

3. You state i n your proposed disclosures in response to comment one to our letter dated August
26, 2014 that as of December 31, 2013 and 2012 no additional allowance was required for
those loans not deemed credit -impaired that had remaining purchase discounts available  but
that you also have a $7.2 million allowance as of December 31, 2013 related to acquired
loans with no discount remaining. Please tell us and revise your future filings to address the
following:

 You state in your response that the difference between the initial fair value and the
unpaid principal balance is recognized as interest income on a level -yield basis over the
lives of the related loans. Please specify whether you are accreting this discount over the
expected or contractual lives of these acqu ired loans.   If you use expected cash flows,

David Holloway
Prosperity Bancshares, Inc.
October 14 , 2014
Page 3

 please disclose the information required by ASC 310 -30-50-2 separately from your ASC
310-30 disclosures.
 Explain in further detail when you determine whether or not to record an allowance for
credit losses on th ese acquired loans not deemed credit -impaired at acquisition. Please
clarify whether you compare a portion or the entire amount of the discount in your
determination as to whether or not to record an allowance for credit losses. Please
provide the authorit ative guidance you relied upon to support your accounting along with
any additional supp lemental  information  to enhance our understanding .

You may contact John Spitz, Staff Accountant , at (202) 551 -3484  or me at (202) 551 -
3492  with any other q uestions.

Sincerely,

 /s/ John P. Nolan

John P. Nolan
Senior Assistant Chief Accountant