EXHIBIT 23.1



                         Consent of Independent Auditors


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                         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, and the Registration
Statement (Form S-8 No. 33-53622) pertaining to the Cullen/Frost Bankers, Inc.
1992 Stock Plan, of our report dated February 12, 1999, with respect to the
consolidated financial statements of Cullen/Frost Bankers, Inc. included in this
Annual Report (Form 10-K) for the year ended December 31, 1998.



ERNST & YOUNG LLP


San Antonio, Texas
March 29, 1999



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