As filed with the Securities and Exchange Commission on September 4, 2001.
                                                    Registration No. 333-[_____]
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

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


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

                           CULLEN/FROST BANKERS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             TEXAS                                              74-1751768
(State or Other Jurisdiction of                               (IRS Employer
Incorporation or Organization)                            Identification Number)
                   CULLEN/FROST BANKERS, INC. 2001 STOCK PLAN
                   CULLEN/FROST BANKERS, INC. 1992 STOCK PLAN
                              (Full Title of Plans)

                              100 W. HOUSTON STREET
                            SAN ANTONIO, TEXAS 78205

               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)
                       ----------------------------------


                                Phillip D. Green
                         Group Executive Vice President
                           and Chief Financial Officer
                           Cullen/Frost Bankers, Inc.
                              100 W. Houston Street
                            San Antonio, Texas 78205
                                 (210) 220-4011

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 WITH A COPY TO:

                              Mark J. Menting, Esq.
                               Sullivan & Cromwell
                                125 Broad Street
                            New York, New York 10004
                                 (212) 558-4000

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


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                  AMOUNT      PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
             TITLE OF SECURITIES                  TO BE        OFFERING PRICE        AGGREGATE        REGISTRATION
              TO BE REGISTERED                  REGISTERED       PER UNIT(1)     OFFERING PRICE(1)         FEE
----------------------------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>              <C>                  <C>

Common Stock, $0.01 par value(2)..........     8,350,000         $36.07           $301,184,500.00      $75,296.13
======================================================================================================================
</TABLE>


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

(1)  ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE IN
     ACCORDANCE WITH RULE 457(H) AND 457(C) UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED, BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES OF THE COMMON
     STOCK OF CULLEN/FROST BANKERS, INC. AS REPORTED ON THE NEW YORK STOCK
     EXCHANGE, INC. ON AUGUST 31, 2001.

(2)  INCLUDES RIGHTS TO PURCHASE JUNIOR PARTICIPATING PREFERRED STOCK WHICH WILL
     NOT BE EXERCISABLE OR EVIDENCED SEPARATELY FROM THE COMMON STOCK PRIOR TO
     THE OCCURRENCE OF CERTAIN EVENTS.


================================================================================



<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required to be set forth in Part I has been omitted
from this Registration Statement pursuant to the instructions and provisions of
Form S-8. Such information will be sent or given to employees in accordance with
Rule 428(b)(1) of the Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by Cullen/Frost Bankers, Inc.
("Cullen/Frost") with the Securities and Exchange Commission (the "Commission")
and are incorporated herein by reference:

         (a) Cullen/Frost's Annual Report on Form 10-K (Commission File No.
     001-13221) as of and for the year ended December 31, 2000, as amended by
     Cullen/Frost's Reports on Form 10-K/A (Commission File No. 001-13221),
     dated April 30, 2001 and June 29, 2001;

         (b) Cullen/Frost's Quarterly Reports on Form 10-Q (Commission File No.
     001-13221) as of and for the quarters ended March 31, 2001 and June 30,
     2001;

         (c) Cullen/Frost's Current Reports on Form 8-K (Commission File No.
     001-13221), dated April 19, 2001, July 27, 2001 and August 1, 2001;

         (d) the description of Cullen/Frost's common stock, par value $0.01 per
     share, contained in Cullen/Frost's Registration Statement on Form 8-A12B
     (Commission File No. 001-13221), including any amendments or reports filed
     for purposes of updating such description;

         (e) the description of Cullen/Frost's Junior Participating Preferred
     Stock, contained in Cullen/Frost's Registration Statement on Form 8-A12B
     (Commission File No. 001-13221), including any amendments or reports filed
     for purposes of updating such description; and

         (f) Cullen/Frost's Registration Statement on Form S-8 (Commission File
     No. 33-53622), dated October 23, 1992 (incorporated herein by reference
     pursuant to General Instruction E to Form S-8).

         All documents filed by Cullen/Frost pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the filing date of such
documents.

         Any statement contained in a 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 herein or 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,
except as so modified or superseded, to constitute a part of this Registration
Statement.


<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a) Article 2.02-1 of the Texas Business Corporation Act permits a
     Texas corporation to indemnify its directors and officers against liability
     for their acts under certain circumstances.

         (b) Article Eleven of Cullen/Frost's Restated Articles of Incorporation
     provides that to the fullest extent not prohibited by law, a director of
     Cullen/Frost shall not be liable to Cullen/Frost or its shareholders for
     monetary damages for an act or omission in the director's capacity as a
     director, except for: (1) a breach of the director's duty of loyalty to the
     corporation or its shareholders; (2) an act or omission not in good faith
     or that involves intentional misconduct or a knowing violation of the law;
     (3) a transaction from which the director received an improper benefit,
     whether or not the benefit resulted from an action taken within the scope
     of the director's office; (4) an act or omission for which the liability of
     the director is expressly provided for by statute; or (5) an act related to
     an unlawful stock repurchase or payment of a dividend.

         (c) Article V of Cullen/Frost's Bylaws provides that Cullen/Frost shall
     indemnify any person who was, is or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding by reason of
     the fact that he or she is or was a director or officer of Cullen/Frost or
     is or was serving at the request of Cullen/Frost as a director, officer,
     partner, venturer, proprietor, trustee, employee, agent or similar
     functionary or another foreign or domestic corporation, partnership, joint
     venture, trust or other enterprise, against all expenses (including
     attorneys' fees), judgments, fines and amounts paid in settlement actually
     and reasonably incurred by him or her in connection with such action, suit
     or proceeding. Reasonable expenses incurred in defending a civil or
     criminal action, suit or proceeding shall be paid by Cullen/Frost in
     advance of the final disposition of such action, suit or proceeding upon
     receipt of (1) a written affirmation by the director, officer, employee or
     agent who may be entitled to such indemnification of his or her good faith
     belief that he or she has met the standard of conduct necessary for
     indemnification under the applicable statute and (2) a written undertaking
     by or on behalf of the director, officer, employee or agent who may be
     entitled to such indemnification to repay such amount if it shall
     ultimately be determined that he or she is not entitled to be indemnified
     by Cullen/Frost. Cullen/Frost's obligation to indemnify and to prepay
     expenses shall arise, and all rights granted to directors, officers,
     employees or agents shall vest, at the time of the occurrence of the
     transaction or event to which such action, suit or proceeding relates, or
     at the time that the action or conduct to which such action, suit or
     proceeding relates was first taken or engaged in (or omitted to be taken or
     engaged in), regardless of when such action, suit or proceeding is first
     threatened, commenced or completed.

         (d) Cullen/Frost maintains director and officer liability insurance
     coverage for its directors and officers and those of its subsidiaries. This
     coverage insures such persons against certain losses that may be incurred
     by them in their respective capacities as directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


<PAGE>

ITEM 8.  EXHIBITS.

         The following documents are filed as exhibits to this Registration
Statement:

         4.1       Restated Articles of Incorporation of Cullen/Frost.

         4.2       Amended Bylaws of Cullen/Frost.

         4.3       Shareholder Protection Rights Agreement, dated as of January
                   26, 1999, between Cullen/Frost and the Frost National Bank,
                   as Rights Agent.

         4.4       Cullen/Frost Bankers, Inc. 2001 Stock Plan.

         4.5       Second Amendment to the Cullen/Frost Bankers, Inc. 1992 Stock
                   Plan.

         4.6       Amendment to the Cullen/Frost Bankers, Inc. 1992 Stock Plan.

         4.7       Cullen/Frost Bankers, Inc. 1992 Stock Plan.

         5         Opinion of Baker Botts L.L.P. re Legality.

         23.1      Consent of Independent Auditors.

         23.2      Consent of Baker Botts L.L.P. (contained in the opinion of
                   Baker Botts L.L.P. filed as Exhibit 5 hereto).

         24        Power of Attorney.

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
         made, 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 this Registration Statement (or the
              most recent post-effective amendment hereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in this 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or 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 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.

              (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.


<PAGE>

         (b) The undersigned registrant hereby undertakes that, for 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 15(d) of the
    Securities Exchange Act of 1934 (and, where applicable, each filing of an
    employee benefit plan's annual report pursuant to Section 15(d) of the
    Securities Exchange Act of 1934) that is incorporated by reference in this
    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.





<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas, on September 4, 2001.

                                             CULLEN/FROST BANKERS, INC.
                                     -------------------------------------------
                                                    (Registrant)

                                By:             /s/ PHILLIP D. GREEN
                                     -------------------------------------------
                                                  Phillip D. Green
                                          Group Executive Vice President
                                            and Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 4, 2001.


      SIGNATURE                                                TITLE
      ---------                                                -----

T.C. FROST*                                         Senior Chairman of the Board
-----------------------------                               and Director
T.C. FROST

RICHARD W. EVANS, JR.*                               Chairman of the Board and
-----------------------------                      Director (Principal Executive
RICHARD W. EVANS, JR.                                         Officer)

R. DENNY ALEXANDER*                                           Director
-----------------------------
R. DENNY ALEXANDER

CARLOS ALVAREZ*                                               Director
-----------------------------
CARLOS ALVAREZ

ISAAC ARNOLD, JR.*                                            Director
-----------------------------
ISAAC ARNOLD, JR.

ROYCE S. CALDWELL*                                            Director
-----------------------------
ROYCE S. CALDWELL

BOB W. COLEMAN*                                               Director
-----------------------------
BOB W. COLEMAN

HARRY H. CULLEN*                                              Director
-----------------------------
HARRY H. CULLEN

EUGENE H. DAWSON, SR.*                                        Director
-----------------------------
EUGENE H. DAWSON, SR.

RUBEN M. ESCOBEDO*                                            Director
-----------------------------
RUBEN M. ESCOBEDO

PATRICK B. FROST*                                             Director
-----------------------------
PATRICK B. FROST

JOE R. FULTON*                                                Director
-----------------------------
JOE R. FULTON


<PAGE>



PRESTON M. GEREN III*                                         Director
-----------------------------
PRESTON M. GEREN III

JAMES L. HAYNE*                                               Director
-----------------------------
JAMES L. HAYNE

KAREN E. JENNINGS*                                            Director
-----------------------------
KAREN E. JENNINGS

RICHARD M. KLEBERG, III*                                      Director
-----------------------------
RICHARD M. KLEBERG, III

ROBERT S. McCLANE*                                            Director
-----------------------------
ROBERT S. MCCLANE

IDA CLEMENT STEEN*                                            Director
-----------------------------
IDA CLEMENT STEEN

HORACE WILKINS, JR.*                                          Director
-----------------------------
HORACE WILKINS, JR.

MARY BETH WILLIAMSON*                                         Director
-----------------------------
MARY BETH WILLIAMSON



*By: /s/ PHILLIP D. GREEN                        Group Executive Vice President
    -----------------------------                  and Chief Financial Officer
          PHILLIP D. GREEN
      (AS ATTORNEY-IN-FACT FOR
       THE PERSONS INDICATED)


<PAGE>



                                  EXHIBIT INDEX


EXHIBIT
NUMBER           EXHIBIT
------           -------

4.1            Restated Articles of Incorporation of Cullen/Frost
               (incorporated herein by reference to Exhibit 3.1 to the
               Cullen/Frost Annual Report on Form 10-K (Commission File No.
               001-13221) for the year ended December 31, 2000).

4.2            Amended Bylaws of Cullen/Frost (incorporated herein by
               reference to Exhibit 3.2 to the Cullen/Frost Annual Report on
               Form 10-K/A (Commission File No. 001-13221) for the year ended
               December 31, 1995).

4.3            Shareholder Protection Rights Agreement, dated as of January
               26, 1999, between Cullen/Frost Bankers, Inc. and The Frost
               National Bank, as Rights Agent (incorporated herein by
               reference to the Registration Statement of Cullen/Frost Bankers,
               Inc. on Form 8-A12B (Commission File No. 001-13221), dated
               February 1, 1999).

4.4            Cullen/Frost Bankers, Inc. 2001 Stock Plan.

4.5            Second Amendment to the Cullen/Frost Bankers, Inc. 1992 Stock
               Plan.

4.6            Amendment to the Cullen/Frost Bankers, Inc. 1992 Stock Plan.

4.7            Cullen/Frost Bankers, Inc. 1992 Stock Plan.

5              Opinion of Baker Botts L.L.P. re Legality.

23.1           Consent of Independent Auditors.

23.2           Consent of Baker Botts L.L.P. (contained in the opinion of
               Baker Botts L.L.P. filed as Exhibit 5 hereto).

24             Power of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "sc0135-01.txt", "description": "FORM S-8", "secsgml_size_bytes": 21912}]
{"company-data": {"conformed-name": "CULLEN FROST BANKERS INC", "cik": "0000039263", "assigned-sic": "6021", "irs-number": "741751768", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68928", "film-number": "1730676"}, "business-address": {"street1": "100 W HOUSTON ST", "street2": "P O BOX 1600", "city": "SAN ANTONIO", "state": "TX", "zip": "78205", "phone": "2102204841"}, "former-company": {"former-conformed-name": "FROST BANK CORP", "date-changed": "19770823"}}
As filed with the Securities and Exchange Commission on September 4, 2001.
                                                    Registration No. 333-[_____]
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           CULLEN/FROST BANKERS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             TEXAS                                              74-1751768
(State or Other Jurisdiction of                               (IRS Employer
Incorporation or Organization)                            Identification Number)
                   CULLEN/FROST BANKERS, INC. 2001 STOCK PLAN
                   CULLEN/FROST BANKERS, INC. 1992 STOCK PLAN
                              (Full Title of Plans)

                              100 W. HOUSTON STREET
                            SAN ANTONIO, TEXAS 78205

               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)
                       ----------------------------------

                                Phillip D. Green
                         Group Executive Vice President
                           and Chief Financial Officer
                           Cullen/Frost Bankers, Inc.
                              100 W. Houston Street
                            San Antonio, Texas 78205
                                 (210) 220-4011

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 WITH A COPY TO:

                              Mark J. Menting, Esq.
                               Sullivan & Cromwell
                                125 Broad Street
                            New York, New York 10004
                                 (212) 558-4000

                       ----------------------------------
CALCULATION OF REGISTRATION FEE
AMOUNT      PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
             TITLE OF SECURITIES                  TO BE        OFFERING PRICE        AGGREGATE        REGISTRATION
              TO BE REGISTERED                  REGISTERED       PER UNIT(1)     OFFERING PRICE(1)         FEE
----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value(2)..........     8,350,000         $36.07           $301,184,500.00      $75,296.13
======================================================================================================================
----------------------------------

(1)  ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE IN
     ACCORDANCE WITH RULE 457(H) AND 457(C) UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED, BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES OF THE COMMON
     STOCK OF CULLEN/FROST BANKERS, INC. AS REPORTED ON THE NEW YORK STOCK
     EXCHANGE, INC. ON AUGUST 31, 2001.

(2)  INCLUDES RIGHTS TO PURCHASE JUNIOR PARTICIPATING PREFERRED STOCK WHICH WILL
     NOT BE EXERCISABLE OR EVIDENCED SEPARATELY FROM THE COMMON STOCK PRIOR TO
     THE OCCURRENCE OF CERTAIN EVENTS.

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

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required to be set forth in Part I has been omitted
from this Registration Statement pursuant to the instructions and provisions of
Form S-8. Such information will be sent or given to employees in accordance with
Rule 428(b)(1) of the Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by Cullen/Frost Bankers, Inc.
("Cullen/Frost") with the Securities and Exchange Commission (the "Commission")
and are incorporated herein by reference:

         (a) Cullen/Frost's Annual Report on Form 10-K (Commission File No.
     001-13221) as of and for the year ended December 31, 2000, as amended by
     Cullen/Frost's Reports on Form 10-K/A (Commission File No. 001-13221),
     dated April 30, 2001 and June 29, 2001;

         (b) Cullen/Frost's Quarterly Reports on Form 10-Q (Commission File No.
     001-13221) as of and for the quarters ended March 31, 2001 and June 30,
     2001;

         (c) Cullen/Frost's Current Reports on Form 8-K (Commission File No.
     001-13221), dated April 19, 2001, July 27, 2001 and August 1, 2001;

         (d) the description of Cullen/Frost's common stock, par value $0.01 per
     share, contained in Cullen/Frost's Registration Statement on Form 8-A12B
     (Commission File No. 001-13221), including any amendments or reports filed
     for purposes of updating such description;

         (e) the description of Cullen/Frost's Junior Participating Preferred
     Stock, contained in Cullen/Frost's Registration Statement on Form 8-A12B
     (Commission File No. 001-13221), including any amendments or reports filed
     for purposes of updating such description; and

         (f) Cullen/Frost's Registration Statement on Form S-8 (Commission File
     No. 33-53622), dated October 23, 1992 (incorporated herein by reference
     pursuant to General Instruction E to Form S-8).

         All documents filed by Cullen/Frost pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the filing date of such
documents.

         Any statement contained in a 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 herein or 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,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a) Article 2.02-1 of the Texas Business Corporation Act permits a
     Texas corporation to indemnify its directors and officers against liability
     for their acts under certain circumstances.

         (b) Article Eleven of Cullen/Frost's Restated Articles of Incorporation
     provides that to the fullest extent not prohibited by law, a director of
     Cullen/Frost shall not be liable to Cullen/Frost or its shareholders for
     monetary damages for an act or omission in the director's capacity as a
     director, except for: (1) a breach of the director's duty of loyalty to the
     corporation or its shareholders; (2) an act or omission not in good faith
     or that involves intentional misconduct or a knowing violation of the law;
     (3) a transaction from which the director received an improper benefit,
     whether or not the benefit resulted from an action taken within the scope
     of the director's office; (4) an act or omission for which the liability of
     the director is expressly provided for by statute; or (5) an act related to
     an unlawful stock repurchase or payment of a dividend.

         (c) Article V of Cullen/Frost's Bylaws provides that Cullen/Frost shall
     indemnify any person who was, is or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding by reason of
     the fact that he or she is or was a director or officer of Cullen/Frost or
     is or was serving at the request of Cullen/Frost as a director, officer,
     partner, venturer, proprietor, trustee, employee, agent or similar
     functionary or another foreign or domestic corporation, partnership, joint
     venture, trust or other enterprise, against all expenses (including
     attorneys' fees), judgments, fines and amounts paid in settlement actually
     and reasonably incurred by him or her in connection with such action, suit
     or proceeding. Reasonable expenses incurred in defending a civil or
     criminal action, suit or proceeding shall be paid by Cullen/Frost in
     advance of the final disposition of such action, suit or proceeding upon
     receipt of (1) a written affirmation by the director, officer, employee or
     agent who may be entitled to such indemnification of his or her good faith
     belief that he or she has met the standard of conduct necessary for
     indemnification under the applicable statute and (2) a written undertaking
     by or on behalf of the director, officer, employee or agent who may be
     entitled to such indemnification to repay such amount if it shall
     ultimately be determined that he or she is not entitled to be indemnified
     by Cullen/Frost. Cullen/Frost's obligation to indemnify and to prepay
     expenses shall arise, and all rights granted to directors, officers,
     employees or agents shall vest, at the time of the occurrence of the
     transaction or event to which such action, suit or proceeding relates, or
     at the time that the action or conduct to which such action, suit or
     proceeding relates was first taken or engaged in (or omitted to be taken or
     engaged in), regardless of when such action, suit or proceeding is first
     threatened, commenced or completed.

         (d) Cullen/Frost maintains director and officer liability insurance
     coverage for its directors and officers and those of its subsidiaries. This
     coverage insures such persons against certain losses that may be incurred
     by them in their respective capacities as directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
ITEM 8.  EXHIBITS.

         The following documents are filed as exhibits to this Registration
Statement:

         4.1       Restated Articles of Incorporation of Cullen/Frost.

         4.2       Amended Bylaws of Cullen/Frost.

         4.3       Shareholder Protection Rights Agreement, dated as of January
                   26, 1999, between Cullen/Frost and the Frost National Bank,
                   as Rights Agent.

         4.4       Cullen/Frost Bankers, Inc. 2001 Stock Plan.

         4.5       Second Amendment to the Cullen/Frost Bankers, Inc. 1992 Stock
                   Plan.

         4.6       Amendment to the Cullen/Frost Bankers, Inc. 1992 Stock Plan.

         4.7       Cullen/Frost Bankers, Inc. 1992 Stock Plan.

         5         Opinion of Baker Botts L.L.P. re Legality.

         23.1      Consent of Independent Auditors.

         23.2      Consent of Baker Botts L.L.P. (contained in the opinion of
                   Baker Botts L.L.P. filed as Exhibit 5 hereto).

         24        Power of Attorney.

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
         made, 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 this Registration Statement (or the
              most recent post-effective amendment hereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in this 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or 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 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.

              (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 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 15(d) of the
    Securities Exchange Act of 1934 (and, where applicable, each filing of an
    employee benefit plan's annual report pursuant to Section 15(d) of the
    Securities Exchange Act of 1934) that is incorporated by reference in this
    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.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas, on September 4, 2001.

                                             CULLEN/FROST BANKERS, INC.
                                     -------------------------------------------
                                                    (Registrant)

                                By:             /s/ PHILLIP D. GREEN
                                     -------------------------------------------
                                                  Phillip D. Green
                                          Group Executive Vice President
                                            and Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 4, 2001.

      SIGNATURE                                                TITLE
      ---------                                                -----

T.C. FROST*                                         Senior Chairman of the Board
-----------------------------                               and Director
T.C. FROST

RICHARD W. EVANS, JR.*                               Chairman of the Board and
-----------------------------                      Director (Principal Executive
RICHARD W. EVANS, JR.                                         Officer)

R. DENNY ALEXANDER*                                           Director
-----------------------------
R. DENNY ALEXANDER

CARLOS ALVAREZ*                                               Director
-----------------------------
CARLOS ALVAREZ

ISAAC ARNOLD, JR.*                                            Director
-----------------------------
ISAAC ARNOLD, JR.

ROYCE S. CALDWELL*                                            Director
-----------------------------
ROYCE S. CALDWELL

BOB W. COLEMAN*                                               Director
-----------------------------
BOB W. COLEMAN

HARRY H. CULLEN*                                              Director
-----------------------------
HARRY H. CULLEN

EUGENE H. DAWSON, SR.*                                        Director
-----------------------------
EUGENE H. DAWSON, SR.

RUBEN M. ESCOBEDO*                                            Director
-----------------------------
RUBEN M. ESCOBEDO

PATRICK B. FROST*                                             Director
-----------------------------
PATRICK B. FROST

JOE R. FULTON*                                                Director
-----------------------------
JOE R. FULTON
PRESTON M. GEREN III*                                         Director
-----------------------------
PRESTON M. GEREN III

JAMES L. HAYNE*                                               Director
-----------------------------
JAMES L. HAYNE

KAREN E. JENNINGS*                                            Director
-----------------------------
KAREN E. JENNINGS

RICHARD M. KLEBERG, III*                                      Director
-----------------------------
RICHARD M. KLEBERG, III

ROBERT S. McCLANE*                                            Director
-----------------------------
ROBERT S. MCCLANE

IDA CLEMENT STEEN*                                            Director
-----------------------------
IDA CLEMENT STEEN

HORACE WILKINS, JR.*                                          Director
-----------------------------
HORACE WILKINS, JR.

MARY BETH WILLIAMSON*                                         Director
-----------------------------
MARY BETH WILLIAMSON

*By: /s/ PHILLIP D. GREEN                        Group Executive Vice President
    -----------------------------                  and Chief Financial Officer
          PHILLIP D. GREEN
      (AS ATTORNEY-IN-FACT FOR
       THE PERSONS INDICATED)
EXHIBIT INDEX

EXHIBIT
NUMBER           EXHIBIT
------           -------

4.1            Restated Articles of Incorporation of Cullen/Frost
               (incorporated herein by reference to Exhibit 3.1 to the
               Cullen/Frost Annual Report on Form 10-K (Commission File No.
               001-13221) for the year ended December 31, 2000).

4.2            Amended Bylaws of Cullen/Frost (incorporated herein by
               reference to Exhibit 3.2 to the Cullen/Frost Annual Report on
               Form 10-K/A (Commission File No. 001-13221) for the year ended
               December 31, 1995).

4.3            Shareholder Protection Rights Agreement, dated as of January
               26, 1999, between Cullen/Frost Bankers, Inc. and The Frost
               National Bank, as Rights Agent (incorporated herein by
               reference to the Registration Statement of Cullen/Frost Bankers,
               Inc. on Form 8-A12B (Commission File No. 001-13221), dated
               February 1, 1999).

4.4            Cullen/Frost Bankers, Inc. 2001 Stock Plan.

4.5            Second Amendment to the Cullen/Frost Bankers, Inc. 1992 Stock
               Plan.

4.6            Amendment to the Cullen/Frost Bankers, Inc. 1992 Stock Plan.

4.7            Cullen/Frost Bankers, Inc. 1992 Stock Plan.

5              Opinion of Baker Botts L.L.P. re Legality.

23.1           Consent of Independent Auditors.

23.2           Consent of Baker Botts L.L.P. (contained in the opinion of
               Baker Botts L.L.P. filed as Exhibit 5 hereto).

24             Power of Attorney.