UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2004

CULLEN/FROST BANKERS, INC.

(Exact name of issuer as specified in its charter)

Texas

0-7275

74-1751768

(State of

(Commission

(IRS Employer

incorporation)

File Number)

Identification No.)

100 West Houston Street, San Antonio, Texas

78205

(Address of principal executive offices)

(Zip Code)

(210) 220-4011

(Registrant's telephone number,

including area code)

Item 5. Other Events

   Attached as Exhibit 99.1 and incorporated into this item by reference is a press release issued by the Registrant on February 3, 2004 regarding its proposal of a $100 million offering of capital or trust preferred securities. The securities will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

Item 7. Financial Statements and Exhibits

   (c)   Exhibits:

99.1

Press release dated February 3, 2004.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CULLEN/FROST BANKERS, INC.

By:  

/s/ Phillip D. Green

Phillip D. Green

Group Executive Vice President

and Chief Financial Officer

Dated:  

February 3, 2004

EXHIBIT INDEX

Exhibit

Number

Description

   99.1

Press Release dated February 3, 2004