Cullen/Frost Bankers (CFR) 8-K Cullen/frost Announces Offering of Capital Securities

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 6, 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 6, 2004 regarding its announcement that Cullen/Frost Capital Trust II, a Delaware business trust, has agreed to issue and sell $100,000,000 of Floating Rate (three-month LIBOR plus a margin of 1.55 percent) Capital Securities, Series A, (the "Capital Securities"), which will represent beneficial interests in the assets of the trust, to an initial purchaser in a private transaction. The Capital 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 6, 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 6, 2004

EXHIBIT INDEX
Exhibit
Number	Description
99.1	Press Release dated February 6, 2004