UNITED STATES

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): October 23, 2003

CULLEN/FROST BANKERS, INC.

(Exact name of issuer as specified in its charter)

Texas

0-7275

74-1751768

(State of

(Commission

(IRS Employer

incorporation)

File Number)

Identification No.)

100 West Houston Street, San Antonio, Texas

78205

(Address of principal executive offices)

(Zip Code)

(210) 220-4011

(Registrant's telephone number,

including area code)

Item 5. Other Events and Regulation FD Disclosure

Attached as Exhibit 99.1 and incorporated into this item by reference is a press release issued by the Registrant on October 23, 2003 regarding its declaration of a quarterly cash dividend and the implementation of a stock repurchase program.

The information furnished by the Registrant pursuant to this item shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 7. Financial Statements and Exhibits

   (c)   Exhibits:

99.1

Press Release dated October 23, 2003.

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.

CULLEN/FROST BANKERS, INC.

By:  

/s/ Phillip D. Green

Phillip D. Green

Group Executive Vice President

and Chief Financial Officer

Dated:  

October 23, 2003

EXHIBIT INDEX

Exhibit

Number

Description

   99.1

Press Release dated October 23, 2003.