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<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Prosperity Bancshares, Inc. of our report dated July
12, 2000 on our audit of the financial statements of the Prosperity Bancshares,
Inc. 401(k) Profit Sharing Plan Ownership Plan as of December 31, 1999, which
report is included in this Annual Report on Form 11-K.
John S. Luby, CPA
/s/ John S. Luby, CPA
Corpus Christi, Texas
July 13, 2000
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