EXHIBIT 23.1






                    Consent of Independent Auditors with respect to Form 10-K/A
                       for the 1991 Thrift Incentive Stock Purchase Plan.









                       Consent of Independent Auditors



We consent to the incorporation by reference in the Registration Statement 
(Form S-8 No. 33-30776) pertaining to the Cullen/Frost Bankers, Inc. 1983 
Nonqualified Stock Option Plan, the Registration Statement (Form S-8 No. 33-
30777) pertaining to the Cullen/Frost Bankers, Inc. 1988 Nonqualified Stock 
Option Plan, the Registration Statement (Form S-8 No. 33-37500) pertaining to 
the 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and 
its Affiliates, the Registration Statement (Form S-8 No. 33-39478) pertaining 
to the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost 
Bankers, Inc. and its Affiliates, the Registration Statement (Form S-8 No. 33-
53492) pertaining to the Cullen/Frost Bankers, Inc. Restricted Stock Plan, the 
Registration Statement (Form S-8 No. 33-53622) pertaining to the Cullen/Frost 
Bankers, Inc. 1992 Stock Plan, and the Registration Statement (Form S-4 No. 
333-23225 and Form S-4 No. 333-23225-01) pertaining to the registration and 
exchange of $100,000,000 in Capital Securities, Series A, of our report dated 
April 2, 1997, with respect to the financial statements of the 1991 Thrift 
Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. 
included in this Annual Report (Form 10-K/A) for the year ended December 31, 
1996.




                                          ERNST & YOUNG LLP

San Antonio, Texas
April 30, 1997