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): April 24, 2008

CULLEN/FROST BANKERS, INC.

(Exact name of issuer as specified in its charter)

Texas

0-7275

74-1751768

(State or other jurisdiction

(Commission

(IRS Employer

of 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)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

   Effective April 24, 2008, the term as a member of the Cullen/Frost Bankers, Inc.'s (the "Corporation") Board of Directors of Mr. T.C. Frost expired. Mr. Frost served as the Senior Chairman of the Board of the Corporation and was a member of the Board's Executive Committee and Strategic Planning Committee. Mr. Frost did not stand for re-election pursuant to his retirement.

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:  

April 24, 2008