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                       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): May 2, 2002


                           PROSPERITY BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)




         Texas                            0-25051               74-2331986
(State or other jurisdiction of  (Commission File Number)    (I.R.S. Employer
 incorporation or organization)                             Identification No.)


         4295 San Felipe
         Houston, Texas                                  77027
(Address of principal executive offices)               (Zip Code)


       Registrant's telephone number, including area code: (713) 693-9300


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Item 5. Other Events.

     On May 2, 2002, Prosperity Bancshares, Inc. (the "Company") publicly
disseminated a press release announcing that it had entered into a definitive
agreement with Paradigm Bancorporation, Inc. ("Paradigm") pursuant to which
Paradigm will be merged into the Company. The purpose of this Current Report on
Form 8-K is to file as Exhibit 99.1 a copy of the Company's press release dated
May 2, 2002 announcing such event. The press release is incorporated by
reference into this Item 5 and the foregoing description of the press release is
qualified in its entirety by reference to this exhibit.

Item 7.  Financial Statements and Exhibit.

     Exhibits. The following materials are filed as exhibits to this Current
Report on Form 8-K:

         99.1 - Press Release dated May 2, 2002.


                                   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.

                                        PROSPERITY BANCSHARES, INC.


Dated:  May 2, 2002                     By:  /s/ James D. Rollins III
                                           -------------------------------------
                                                 James D. Rollins III
                                                 Senior Vice President



                                  EXHIBIT INDEX

Exhibit
Number                  Description
- -------                 -----------
  99.1          Press Release dated May 2, 2002.

                                       2