EXHIBIT 99.1


               [LOGO OF PROSPERITY BANCSHARES, INC. APPEARS HERE]


PRESS RELEASE                               For more information contact:


Prosperity Bancshares, Inc.(SM)             Dan Rollins
4295 San Felipe                             Senior Vice President
Houston, Texas 77027                        713.693.9300
                                            dan.rollins@prosperitybanktx.com

FOR IMMEDIATE RELEASE

                         PROSPERITY BANCSHARES, INC. SM
                            COMPLETES ACQUISITION OF
                      THE FIRST NATIONAL BANK OF BAY CITY

       Houston Bank Holding Company Expands in Matagorda County

HOUSTON, November 1, 2002. Prosperity Bancshares, Inc. (Nasdaq: PRSP) announced
today that it has completed the acquisition of The First National Bank of Bay
City, Texas. In conjunction with the acquisition, The First National Bank of Bay
City has closed their location at 1700 Sixth Street and relocated to Prosperity
Bank's existing Bay City Banking Center at 1600 Seventh Street effective Friday,
November 1, 2002. First National's Motor Bank at 2240 Avenue F, will remain open
and will be available to all Prosperity Bank(SM) customers. The proposed
acquisition was announced on August 15, 2002.

Jack I. Conner, President and Chief Executive Officer of The First National Bank
of Bay City has joined Prosperity's management team as President - Matagorda
County Banking Centers. He joins Prosperity's existing Matagorda County
management team of Rick Higgins, Executive Vice President; Tami Savage, Senior
Vice President; Don Landry, Senior Vice President; Dianne Bowers, Vice
President; Jeanette Frontz, Banking Center Officer; Kim Lankston, Banking Center
Officer; and Sheryl Vasek, Banking Center Officer.


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Wayne Buss has been named Senior Vice President and Compliance Officer of
Prosperity Bank(SM) and will office at the Bank's El Campo Banking Center. Kathy
Hudgins, who will also office at the Bank's El Campo Banking Center, has been
named Vice President. Brandon Dansby has accepted the position of Vice President
and Banking Center Manager of Prosperity Bank's Angleton Banking Center.

"Today is an exciting day for Prosperity Bank(SM) in Matagorda County. With the
completion of this merger, our bank has become the largest bank in Matagorda
County in terms of deposits and loans," remarked Dan Rollins, Senior Vice
President of Prosperity Bancshares, and the former Matagorda County Banking
Center President of Prosperity Bank(SM). "From the day we opened in temporary
facilities in December of 1994, our goal was, and still is, to provide the best
banking products and services available with a personal touch."

"We have been looking for opportunities to further expand in Matagorda County
for some time and are pleased that The First National Bank of Bay City chose to
become our partners," remarked David Zalman, President and Chief Executive
Officer of Prosperity Bancshares.

"The First National Bank of Bay City's customers will continue to enjoy the same
style of personal banking they have enjoyed over the past five years," said Jack
Conner. "We are committed to Matagorda County and are pleased to offer our
customers the sophisticated products and services of Prosperity Bank(SM)."

"The combination of our banks is a positive move for our customers and for our
community. We now have over $100 million in deposits, over $50 million in loans,
four ATM machines and twelve drive in lanes available for our customers within
Matagorda County. I am pleased to report that we have completed the data
processing conversion of The First National Bank of Bay City and can now focus
all of our energy into providing the type of personal service our customers have
come to expect," added Conner.

As of September 30, 2002, The First National Bank of Bay City had total assets
of $27.1 million, total deposits of $23.2 million and total loans of $8.3
million.

Prosperity Bancshares, Inc.(SM), formed in 1983, is a $1.8 billion multi-bank
holding company headquartered in Houston, Texas. Operating under a community
banking philosophy, Prosperity seeks to develop broad customer relationships
based on service and convenience. Prosperity offers a variety of traditional
loan and deposit products to its customers, which consist primarily of consumers
and small and medium sized businesses. In addition to established banking
products, Prosperity offers a complete line of services including: Internet
Banking services at www.prosperitybanktx.com and www.bankofthesouthwest.com,
Trust and Financial Services, Retail Brokerage Services, MasterMoney Debit
Cards, and 24 hour voice response banking. The company currently operates
forty-two (42) full service banking locations in fifteen contiguous counties
including the Greater Houston Metropolitan Area, and in Dallas. (Angleton, Bay
City, Beeville, Clear Lake, Cleveland, Cuero, Cypress, Dayton, Dallas - Camp
Wisdom, Dallas - Westmoreland, East Bernard, Edna, El Campo, Fairfield,
Galveston, Goliad, Hitchcock, Houston - Aldine, Houston - Bellaire, Houston -




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CityWest, Houston - Copperfield, Houston - Downtown, Houston - Gladebrook,
Houston - Highway 6, Houston - Medical Center, Houston - Memorial, Houston -
Post Oak, Houston - River Oaks, Houston - Tanglewood, Houston - Waugh Drive,
Houston - Woodcreek, Liberty, Magnolia, Mathis, Mont Belvieu, Needville,
Palacios, Sweeny, Victoria, West Columbia, Wharton and Winnie.)

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release which are not historical facts
contain forward-looking information with respect to plans, projections or future
performance of Prosperity Bancshares, Inc.(SM) and its subsidiaries.
Forward-looking statements, within the meaning of Section 21E of the Securities
Exchange Act of 1934, may have been made in this document. Prosperity's results
may differ materially from those in the forward-looking statements for a variety
of reasons, including actions of competitors; changes in laws and regulations
(including changes in governmental interpretations of regulations and changes in
accounting standards); customer and consumer demand, including customer and
consumer response to marketing; effectiveness of spending, investments or
programs; fluctuations in the cost and availability of supply chain resources;
economic conditions, including currency rate fluctuations; and weather. These
factors are more fully described in Prosperity Bancshares, Inc.'s filings with
the Securities and Exchange Commission.

Copies of Prosperity Bancshares, Inc.'s(SM) SEC filings may be downloaded from
the Internet at no charge from FreeEDGAR, a real-time access to SEC filings site
located at www.freeedgar.com.

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