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): August 6,1998


                       CULLEN/FROST BANKERS, INC.
                       --------------------------            
               (Exact name of issuer as specified in its charter)






     Texas                0-7275                       74-1751768   
  ------------      ----------------------         -------------------
   (State of       (Commission File Number)         (IRS Employer
 incorporation)                                      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)

<PAGE>

Item 5. Other Events
          The following exhibit is filed herewith:

Exhibit
Number   Description

99.1     Audited consolidated financial statements of Cullen/Frost Bankers, Inc.
         and Subsidiaries as of and for the year ended December 31, 1997, as
         filed in Cullen/Frost Bankers, Inc.'s 1997 Report on Form 10-K, revised
         to disclose the subsequent event consisting of the merger,
         on May 29, 1998, of Overton Bancshares, Inc., and the related report 
         of the independent auditors thereon.

<PAGE>


                                      SIGNATURE



        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 under
signed thereunto duly authorized.

                                                 CULLEN/FROST BANKERS, INC.

                                              By /s/ Phillip D. Green
                                                 ----------------------    
                                                 Phillip D. Green
                                                 Senior Executive Vice President
                                                 and Chief Financial Officer




Date:  August 6, 1998

<PAGE>

                                  EXHIBIT INDEX
                                  -------------
Exhibit 
Number    Description                                       Method of Filing
------    -------------------------                         -----------------
99.1      Audited Consolidated Financial Statement          Filed herewith
          of Cullen/Frost Bankers, Inc. and Subsidiaries
          as of and for the year ended December 31, 1997
          as filed in Cullen/Frost Bankers, Inc.'s 1997
          Report on Form 10-K, revised to disclose the
          susequent event consisting of the merger, 
          on May 29, 1998 of Overton Bancshares, Inc. and
          the related report of the independent auditors
          theron.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K CURRENT REPORT", "secsgml_size_bytes": 3194}]
{"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": "8-K", "act": "34", "file-number": "001-13221", "film-number": "98678496"}, "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"}}
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): August 6,1998

                       CULLEN/FROST BANKERS, INC.
                       --------------------------            
               (Exact name of issuer as specified in its charter)

     Texas                0-7275                       74-1751768   
  ------------      ----------------------         -------------------
   (State of       (Commission File Number)         (IRS Employer
 incorporation)                                      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
          The following exhibit is filed herewith:

Exhibit
Number   Description

99.1     Audited consolidated financial statements of Cullen/Frost Bankers, Inc.
         and Subsidiaries as of and for the year ended December 31, 1997, as
         filed in Cullen/Frost Bankers, Inc.'s 1997 Report on Form 10-K, revised
         to disclose the subsequent event consisting of the merger,
         on May 29, 1998, of Overton Bancshares, Inc., and the related report 
         of the independent auditors thereon.
SIGNATURE

        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 under
signed thereunto duly authorized.

                                                 CULLEN/FROST BANKERS, INC.

                                              By /s/ Phillip D. Green
                                                 ----------------------    
                                                 Phillip D. Green
                                                 Senior Executive Vice President
                                                 and Chief Financial Officer

Date:  August 6, 1998
EXHIBIT INDEX
                                  -------------
Exhibit 
Number    Description                                       Method of Filing
------    -------------------------                         -----------------
99.1      Audited Consolidated Financial Statement          Filed herewith
          of Cullen/Frost Bankers, Inc. and Subsidiaries
          as of and for the year ended December 31, 1997
          as filed in Cullen/Frost Bankers, Inc.'s 1997
          Report on Form 10-K, revised to disclose the
          susequent event consisting of the merger, 
          on May 29, 1998 of Overton Bancshares, Inc. and
          the related report of the independent auditors
          theron.