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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 9, 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 9, 2002, Prosperity Bancshares, Inc. (the "Company") publicly
disseminated a press release announcing that it had completed its acquisition of
Texas Guaranty Bank, N.A.  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 9, 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 9, 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 9, 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 9, 2002.

                                       2