As filed with the Securities and Exchange Commission on May 10, 1999
                                                Registration No. 333-_________
================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                          PROSPERITY BANCSHARES, INC.
            (Exact name of registrant as specified in its charter)

               TEXAS                                       74-2331986
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                     Identification No.)

                            3040 POST OAK BOULEVARD
                             HOUSTON, TEXAS 77056
                                (713) 993-0002
          (Address of Principal Executive Offices Including Zip Code)

             PROSPERITY BANCSHARES, INC. 1998 STOCK INCENTIVE PLAN
                 PROSPERITY BANCSHARES, INC. STOCK OPTION PLAN
                           (Full title of the Plans)


                                                         WITH A COPY TO:
    TRACY T. RUDOLPH                                   WILLIAM T. LUEDKE IV
 3040 POST OAK BOULEVARD                           BRACEWELL & PATTERSON, L.L.P.
   HOUSTON, TEXAS 77056                         711 LOUISIANA STREET, SUITE 2900
     (713) 993-0002                                 HOUSTON, TEXAS 77002-2781
(Name, address and telephone                              (713) 223-2900
number of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=============================================================================================
                                      PROPOSED MAXIMUM      PROPOSED MAXIMUM     AMOUNT OF
TITLE OF SECURITIES  AMOUNT TO BE      OFFERING PRICE      AGGREGATE OFFERING   REGISTRATION
   REGISTERED       REGISTERED(1)    PER SHARE(1)(2)(3)      PRICE(1)(2)(3)          FEE
---------------------------------------------------------------------------------------------
<S>                  <C>                  <C>                  <C>                <C>      
Common Stock,       
$1.00 par value      800,000 shares       $13.00               $10,400,000        $2,891.20
=============================================================================================
</TABLE>

(1) Adjusted for the four-for-one common stock split effective September 10,
    1998. This Registration Statement shall also include any additional shares
    of Common Stock issuable pursuant to the antidilution provisions of the
    Plans.

(2) Estimated solely for purposes of calculating the registration fee
    in accordance with Rule 457(h).

(3) The proposed maximum offering price per share and the proposed maximum
    aggregate offering price are (a) calculated, pursuant to Rule 457(h)(1), by
    multiplying the number of shares to be registered by the average of the high
    and low prices of a share of Common Stock, as reported on The Nasdaq Stock
    Market, Inc., on May 6, 1999, which was $13.00, and (b) provided herein for
    the sole purpose of determining the registration fee.

================================================================================
<PAGE>
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.     PLAN INFORMATION.*

Item 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     The information required by Items 1 and 2 of Part I of Form S-8 is omitted
      from this Registration Statement in accordance with the Note to Part 1 of
      Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as
      amended (the "Securities Act").

              
<PAGE>
                                     PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by Prosperity Bancshares, Inc., a Texas
corporation (the "Company"), (Commission File No. 000-25051) with the Securities
and Exchange Commission (the "Commission") are incorporated by reference into
this Registration Statement as of their respective dates:

            1. The Company's Annual Report on Form 10-K for the year ended
      December 31, 1998; and

            2. The description of the common stock, par value $1.00 per share,
      contained in the Company's Registration Statement on Form 8-A, dated
      November 10, 1998.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment hereto which indicates that all securities offered
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing such documents. Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

Item 4. DESCRIPTION OF SECURITIES.

        Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
        Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") and Amended and Restated Bylaws ("Bylaws") require
the Registrant to indemnify officers and directors of the Registrant to the
fullest extent permitted by Article 2.02-1 of the Texas Business Corporation Act
("TBCA") of the State of Texas. Generally, Article 2.02-1 of the TBCA permits a
corporation to indemnify a person who was, is, or is threatened to be a named
defendant or respondent in a proceeding because the person was or is a director
or officer if it is determined that such person (i) conducted himself in good
faith,

                                 II-1

<PAGE>
(ii) reasonably believed (a) in the case of conduct in his official capacity as
a director or officer of the corporation, that his conduct was in the
corporation's best interests, or (b) in the case of other situations, that his
conduct was at least not opposed to the corporation's best interests, and (iii)
in the case of any criminal proceeding, had no reasonable cause to believe that
his conduct was unlawful. In addition, the TBCA requires a corporation to
indemnify a director or officer for any action that such director or officer is
wholly successful in defending on the merits.

      The Registrant's Articles of Incorporation provide that a director of the
Registrant will not be liable to the corporation for monetary damages for an act
or omission in the director's capacity as a director, except to the extent not
permitted by law. Texas law does not permit exculpation of liability in the case
of (i) a breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) an act or omission not in good faith that involves
intentional misconduct or a knowing violation of the law, (iii) a transaction
from which a director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office, (iv) an
act or omission for which the liability of the director is expressly provided by
statute, or (v) an act related to an unlawful stock repurchase or dividend.

      The Registrant may provide liability insurance for each director and
officer for certain losses arising from claims or changes made against them
while acting in their capabilities as directors or officers of the Registrant,
whether or not the Registrant would have the power to indemnify such person
against such liability, as permitted by law.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

Item 8. EXHIBITS.

4.1   Amended and Restated Articles of Incorporation of the Company
      (incorporated by reference from Exhibit 3.1 to the Company's Registration
      Statement on Form S-1 Registration No. 333-63267) (the "Registration
      Statement")).

4.2   Amended and Restated Bylaws of the Company (incorporated by reference from
      Exhibit 3.2 to the Company's Registration Statement).

4.3   Prosperity Bancshares, Inc. Stock Option Plan (incorporated by reference
      from Exhibit 10.1 to the Company's Registration Statement).

4.4   Prosperity Bancshares, Inc. 1998 Stock Incentive Plan (incorporated by
      reference from Exhibit 10.2 to the Company's Registration Statement).

5*    Opinion and Consent of Bracewell & Patterson, L.L.P. as to the validity of
      the Common Stock registered hereunder.


                                II-2
<PAGE>
23.1*       Consent of Deloitte & Touche LLP.

23.2*       Consent of Bracewell & Patterson, L.L.P. (included in the opinion 
            filed as Exhibit 5 hereto).

24*         Powers of Attorney (included on page II-6).

---------------
*  Filed herewith.


Item 9. UNDERTAKINGS.

        (a)   The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
        made of the securities registered hereby, a post-effective amendment to
        this registration statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
            of the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than a 20% change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            registration statement;

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in this registration
            statement or any material change to such information in this
            registration statement;

            provided, however, that the undertakings set forth in paragraphs
            (a)(1)(i) and (a)(1)(ii) above do not apply if the information
            required to be included in a post-effective amendment by those
            paragraphs is contained in periodic reports filed by the registrant
            pursuant to Section 13 or Section 15(d) of the Securities Exchange
            Act of 1934 that are incorporated by reference in this registration
            statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment should be
      deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time shall be
      deemed to be the initial bona fide offering thereof.

                                 II-3

<PAGE>
            (3) To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                        [SIGNATURE PAGE FOLLOWS]

                                 II-4

<PAGE>
                               SIGNATURES

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS
ON THE 10TH DAY OF MAY, 1999.

                              PROSPERITY BANCSHARES, INC.
                               (Registrant)


                              By:  /s/ TRACY T. RUDOLPH
                                       Tracy T. Rudolph
                                       Chairman of the Board and President

                                 II-5

<PAGE>
                            POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Tracy T. Rudolph and David Zalman, with full power to each of them to act
without the other, the undersigned's true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the undersigned and in
the undersigned's name, place and stead, in any and all capacities (until
revoked in writing), to sign this Registration Statement and any and all
amendments (including post-effective amendments) thereto, to file the same,
together with all exhibits thereto and documents in connection therewith, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with the applicable state securities authorities, granting unto said
attorney-in-fact and agent, or his or their substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED AND ON THE 10TH DAY OF MAY, 1999.

      SIGNATURE                                       TITLE

/s/ TRACY T. RUDOLPH                       Chairman of the Board
    Tracy T. Rudolph                       (principal executive officer)

/s/ DAVID HOLLAWAY      .                  Chief Financial Officer
    David Hollaway                         (principal financial officer and 
                                           principal accounting officer)

/s/ HARRY BAYNE                            Director
    Harry Bayne

/s/ JAMES A. BOULIGNY                      Director
    James A. Bouligny

/s/ J. T. HERIN                            Director
    J. T. Herin

/s/ CHARLES M. SLAVIK                      Director
    Charles M. Slavik

/s/ HARRISON STAFFORD                      Director
    Harrison Stafford

                             II-6

<PAGE>
/s/ ROBERT STEELHAMMER                     Director
    Robert Steelhammer

/s/ DAVID ZALMAN                           Director
    David Zalman


                                 II-7

<PAGE>
                            INDEX TO EXHIBITS

4.1     Amended and Restated Articles of Incorporation of the Company
        (incorporated by reference from Exhibit 3.1 to the Company's
        Registration Statement on Form S-1 Registration No. 333-63267) (the
        "Registration Statement")).

4.2     Amended and Restated Bylaws of the Company (incorporated by reference
        from Exhibit 3.2 to the Company's Registration Statement).

4.3     Prosperity Bancshares, Inc. Stock Option Plan (incorporated by reference
        from Exhibit 10.1 to the Company's Registration Statement).

4.4     Prosperity Bancshares, Inc. 1998 Stock Incentive Plan (incorporated by
        reference from Exhibit 10.2 to the Company's Registration Statement).

5*      Opinion and Consent of Bracewell & Patterson, L.L.P. as to the validity
        of the Common Stock registered hereunder.

23.1*   Consent of Deloitte & Touche LLP.

23.2*   Consent of Bracewell & Patterson, L.L.P. (included in the opinion filed
        as Exhibit 5 hereto).

24*     Powers of Attorney (included on page II-6).

--------------- 

* Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18880}]
{"company-data": {"conformed-name": "PROSPERITY BANCSHARES INC", "cik": "0001068851", "assigned-sic": "6022", "irs-number": "742331986", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78139", "film-number": "99615043"}, "business-address": {"street1": "3040 POST OAK BLVD SUITE 150", "city": "HOUSTON", "state": "TX", "zip": "77058", "phone": "4095432200"}, "mail-address": {"street1": "3040 POST OAK BLVD SUITE 150", "city": "HOUSTON", "state": "TX", "zip": "77058"}}
As filed with the Securities and Exchange Commission on May 10, 1999
                                                Registration No. 333-_________
================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                          PROSPERITY BANCSHARES, INC.
            (Exact name of registrant as specified in its charter)

               TEXAS                                       74-2331986
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                     Identification No.)

                            3040 POST OAK BOULEVARD
                             HOUSTON, TEXAS 77056
                                (713) 993-0002
          (Address of Principal Executive Offices Including Zip Code)

             PROSPERITY BANCSHARES, INC. 1998 STOCK INCENTIVE PLAN
                 PROSPERITY BANCSHARES, INC. STOCK OPTION PLAN
                           (Full title of the Plans)

                                                         WITH A COPY TO:
    TRACY T. RUDOLPH                                   WILLIAM T. LUEDKE IV
 3040 POST OAK BOULEVARD                           BRACEWELL & PATTERSON, L.L.P.
   HOUSTON, TEXAS 77056                         711 LOUISIANA STREET, SUITE 2900
     (713) 993-0002                                 HOUSTON, TEXAS 77002-2781
(Name, address and telephone                              (713) 223-2900
number of agent for service)

                        CALCULATION OF REGISTRATION FEE
=============================================================================================
                                      PROPOSED MAXIMUM      PROPOSED MAXIMUM     AMOUNT OF
TITLE OF SECURITIES  AMOUNT TO BE      OFFERING PRICE      AGGREGATE OFFERING   REGISTRATION
   REGISTERED       REGISTERED(1)    PER SHARE(1)(2)(3)      PRICE(1)(2)(3)          FEE
---------------------------------------------------------------------------------------------
Common Stock,       
$1.00 par value      800,000 shares       $13.00               $10,400,000        $2,891.20
=============================================================================================
(1) Adjusted for the four-for-one common stock split effective September 10,
    1998. This Registration Statement shall also include any additional shares
    of Common Stock issuable pursuant to the antidilution provisions of the
    Plans.

(2) Estimated solely for purposes of calculating the registration fee
    in accordance with Rule 457(h).

(3) The proposed maximum offering price per share and the proposed maximum
    aggregate offering price are (a) calculated, pursuant to Rule 457(h)(1), by
    multiplying the number of shares to be registered by the average of the high
    and low prices of a share of Common Stock, as reported on The Nasdaq Stock
    Market, Inc., on May 6, 1999, which was $13.00, and (b) provided herein for
    the sole purpose of determining the registration fee.

================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.     PLAN INFORMATION.*

Item 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     The information required by Items 1 and 2 of Part I of Form S-8 is omitted
      from this Registration Statement in accordance with the Note to Part 1 of
      Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as
      amended (the "Securities Act").
PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by Prosperity Bancshares, Inc., a Texas
corporation (the "Company"), (Commission File No. 000-25051) with the Securities
and Exchange Commission (the "Commission") are incorporated by reference into
this Registration Statement as of their respective dates:

            1. The Company's Annual Report on Form 10-K for the year ended
      December 31, 1998; and

            2. The description of the common stock, par value $1.00 per share,
      contained in the Company's Registration Statement on Form 8-A, dated
      November 10, 1998.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment hereto which indicates that all securities offered
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing such documents. Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

Item 4. DESCRIPTION OF SECURITIES.

        Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
        Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") and Amended and Restated Bylaws ("Bylaws") require
the Registrant to indemnify officers and directors of the Registrant to the
fullest extent permitted by Article 2.02-1 of the Texas Business Corporation Act
("TBCA") of the State of Texas. Generally, Article 2.02-1 of the TBCA permits a
corporation to indemnify a person who was, is, or is threatened to be a named
defendant or respondent in a proceeding because the person was or is a director
or officer if it is determined that such person (i) conducted himself in good
faith,

                                 II-1
(ii) reasonably believed (a) in the case of conduct in his official capacity as
a director or officer of the corporation, that his conduct was in the
corporation's best interests, or (b) in the case of other situations, that his
conduct was at least not opposed to the corporation's best interests, and (iii)
in the case of any criminal proceeding, had no reasonable cause to believe that
his conduct was unlawful. In addition, the TBCA requires a corporation to
indemnify a director or officer for any action that such director or officer is
wholly successful in defending on the merits.

      The Registrant's Articles of Incorporation provide that a director of the
Registrant will not be liable to the corporation for monetary damages for an act
or omission in the director's capacity as a director, except to the extent not
permitted by law. Texas law does not permit exculpation of liability in the case
of (i) a breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) an act or omission not in good faith that involves
intentional misconduct or a knowing violation of the law, (iii) a transaction
from which a director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office, (iv) an
act or omission for which the liability of the director is expressly provided by
statute, or (v) an act related to an unlawful stock repurchase or dividend.

      The Registrant may provide liability insurance for each director and
officer for certain losses arising from claims or changes made against them
while acting in their capabilities as directors or officers of the Registrant,
whether or not the Registrant would have the power to indemnify such person
against such liability, as permitted by law.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

Item 8. EXHIBITS.

4.1   Amended and Restated Articles of Incorporation of the Company
      (incorporated by reference from Exhibit 3.1 to the Company's Registration
      Statement on Form S-1 Registration No. 333-63267) (the "Registration
      Statement")).

4.2   Amended and Restated Bylaws of the Company (incorporated by reference from
      Exhibit 3.2 to the Company's Registration Statement).

4.3   Prosperity Bancshares, Inc. Stock Option Plan (incorporated by reference
      from Exhibit 10.1 to the Company's Registration Statement).

4.4   Prosperity Bancshares, Inc. 1998 Stock Incentive Plan (incorporated by
      reference from Exhibit 10.2 to the Company's Registration Statement).

5*    Opinion and Consent of Bracewell & Patterson, L.L.P. as to the validity of
      the Common Stock registered hereunder.

                                II-2
23.1*       Consent of Deloitte & Touche LLP.

23.2*       Consent of Bracewell & Patterson, L.L.P. (included in the opinion 
            filed as Exhibit 5 hereto).

24*         Powers of Attorney (included on page II-6).

---------------
*  Filed herewith.

Item 9. UNDERTAKINGS.

        (a)   The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
        made of the securities registered hereby, a post-effective amendment to
        this registration statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
            of the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than a 20% change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            registration statement;

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in this registration
            statement or any material change to such information in this
            registration statement;

            provided, however, that the undertakings set forth in paragraphs
            (a)(1)(i) and (a)(1)(ii) above do not apply if the information
            required to be included in a post-effective amendment by those
            paragraphs is contained in periodic reports filed by the registrant
            pursuant to Section 13 or Section 15(d) of the Securities Exchange
            Act of 1934 that are incorporated by reference in this registration
            statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment should be
      deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time shall be
      deemed to be the initial bona fide offering thereof.

                                 II-3
(3) To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                        [SIGNATURE PAGE FOLLOWS]

                                 II-4
SIGNATURES

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS
ON THE 10TH DAY OF MAY, 1999.

                              PROSPERITY BANCSHARES, INC.
                               (Registrant)

                              By:  /s/ TRACY T. RUDOLPH
                                       Tracy T. Rudolph
                                       Chairman of the Board and President

                                 II-5
POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Tracy T. Rudolph and David Zalman, with full power to each of them to act
without the other, the undersigned's true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the undersigned and in
the undersigned's name, place and stead, in any and all capacities (until
revoked in writing), to sign this Registration Statement and any and all
amendments (including post-effective amendments) thereto, to file the same,
together with all exhibits thereto and documents in connection therewith, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with the applicable state securities authorities, granting unto said
attorney-in-fact and agent, or his or their substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED AND ON THE 10TH DAY OF MAY, 1999.

      SIGNATURE                                       TITLE

/s/ TRACY T. RUDOLPH                       Chairman of the Board
    Tracy T. Rudolph                       (principal executive officer)

/s/ DAVID HOLLAWAY      .                  Chief Financial Officer
    David Hollaway                         (principal financial officer and 
                                           principal accounting officer)

/s/ HARRY BAYNE                            Director
    Harry Bayne

/s/ JAMES A. BOULIGNY                      Director
    James A. Bouligny

/s/ J. T. HERIN                            Director
    J. T. Herin

/s/ CHARLES M. SLAVIK                      Director
    Charles M. Slavik

/s/ HARRISON STAFFORD                      Director
    Harrison Stafford

                             II-6
/s/ ROBERT STEELHAMMER                     Director
    Robert Steelhammer

/s/ DAVID ZALMAN                           Director
    David Zalman

                                 II-7
INDEX TO EXHIBITS

4.1     Amended and Restated Articles of Incorporation of the Company
        (incorporated by reference from Exhibit 3.1 to the Company's
        Registration Statement on Form S-1 Registration No. 333-63267) (the
        "Registration Statement")).

4.2     Amended and Restated Bylaws of the Company (incorporated by reference
        from Exhibit 3.2 to the Company's Registration Statement).

4.3     Prosperity Bancshares, Inc. Stock Option Plan (incorporated by reference
        from Exhibit 10.1 to the Company's Registration Statement).

4.4     Prosperity Bancshares, Inc. 1998 Stock Incentive Plan (incorporated by
        reference from Exhibit 10.2 to the Company's Registration Statement).

5*      Opinion and Consent of Bracewell & Patterson, L.L.P. as to the validity
        of the Common Stock registered hereunder.

23.1*   Consent of Deloitte & Touche LLP.

23.2*   Consent of Bracewell & Patterson, L.L.P. (included in the opinion filed
        as Exhibit 5 hereto).

24*     Powers of Attorney (included on page II-6).

--------------- 

* Filed herewith.