SecProbe.io

Mail Stop 4720

October 29, 2015

Via E -mail
David Zalman
Chairman and Chief Executive Officer
Prosperity Bancshares, Inc.
Prosperity Bank Plaza
4295 San Felipe
Houston, TX  77027

Re: Prosperity Bancshares, Inc.
Registration Statement on Form S -4
Filed October  8, 2015
  File No. 333-207346

Dear Mr. Zalman :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.   If you do not  believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Cover Page

1. Please revise to disclose the possible upward and downward adjustments to the merger
consideration in greater detail.  Alternatively, you may add a cross -reference to the
relevant Q&A on pages 1 – 2 of the pro spectus.

Opinion of Tradition’s Financial Advisor, page 39

2. We note your disclosure that Sandler O’Neill discussed certain projected financial
information with the senior management of Prosperity, including:

David Zalman
Prosperity Bancshares, Inc.
October 29, 2015
Page 2

  certain projected transaction costs, purchase accounting adjustments, expected cost
savings and other synergies, as disclosed in the sixth bullet on page 40; and

 an estimated long -term annual growth rate and dividend payout ratio, as disclosed in
the first full paragraph on page 41.

Please revise t o disclose any material projections or provide us an analysis supporting
your determination disclosure of such projections is not material.

Financial Interests of Directors and Officers of Tradition . . . , page 58

3. In the last bullet on page 58, you  disclose that “Prosperity’s obligation to complete the
merger is subject to Tradition Bank terminating and fully liquidating its deferred
compensation agreements w ith certain executive officer s . . . . ”  Please revise to quantify
the aggregate interests of each  such executive officer with respect to the deferred
compensation agreements.

Material U.S. Federal Income Tax Consequences of the Merger, page 62

4. We note your election to file short -form tax opinions as exhibits to the prospectus.
Therefore, your discl osure in this section does not appear  sufficient to constitute
counsels’ tax opinions.  We refer to your disclosure on page 63 that it is a condition to
completion of the merger that each of Prosperity and Tradition will receive a legal
opinion that the merger will  be treated as a “reorganization.”  Please revise your
disclosure to state clearly that the discussion in the tax consequences section of the
prospectus is counsels’ opinion.  Alternatively, please file long -form tax opinions.

Exhibits

5. Please file the fo llowing as exhibits to the registration statement:

 the voting agreement, as discussed in the last paragraph of page 9; and

 the employment agreements with Prosperity Bank, as discussed in the penultimate
bullet on page 58.

Alternatively, please tell us how you concluded that you are not required to do so.

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 Act of 193 3 and
all applicabl e Securities  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.

David Zalman
Prosperity Bancshares, Inc.
October 29, 2015
Page 3

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact David Lin at (202) 551 -3552  or me at (202) 551 -3391  with any questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

cc: Shanna Kuzdzal
Jason M. Jean, Esq.