SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Cullen/Frost Bankers, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
229899109
(CUSIP Number)
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of
the class of securities described in Item l; and (2) has
filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule
13d-7.).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 12 Pages<PAGE>
CUSIP No. 229899109
____________________________________________________________
1) Names of Reporting Persons S.S. Trustees of General
S.S. or I.R.S. Indentification Electric Pension
Nos. of Above Persons Trust
(I.R.S. #14-6015763)
____________________________________________________________
2) Check the appropriate box if a (a) [ ]
Member of a Group (b) [X]
____________________________________________________________
3) SEC use only
____________________________________________________________
4) Citizenship or Place of Organization New York State
____________________________________________________________
(5) Sole Voting Power 549,633
Number of Shares
Beneficially Owned by(6) Shared Voting Power none
Each Reporting
Person With (7) Sole Dispositive Power 549,633
(8) Shared Dispositive Power none
____________________________________________________________
9) Aggregate Amount Beneficially 549,633
Owned by Each Reporting Person
____________________________________________________________
10) Check if the Aggregate Amount in Row (9) [ X ]
excludes certain Shares
____________________________________________________________
11) Percent of Class represented by Amount
in Row (9) 4.9% or, if each
Reporting Person is
deemed to be a group, 5.1%
____________________________________________________________
12) Type of Reporting Person EP
____________________________________________________________
Page 2 of 12 Pages
CUSIP No. 229899109
____________________________________________________________
1) Names of Reporting Persons S.S. General Electric
S.S. or I.R.S. Indentification Investment Corporation,
Nos. of Above Persons as Investment Adviser
to certain entities and
accounts
(I.R.S. #22-2152310)
____________________________________________________________
2) Check the appropriate box if a (a) [ ]
Member of a Group (b) [X]
____________________________________________________________
3) SEC use only
____________________________________________________________
4) Citizenship or Place of Organization Delaware
____________________________________________________________
(5) Sole Voting Power 10,541
Number of Shares
Beneficially Owned by(6) Shared Voting Power none
Each Reporting
Person With (7) Sole Dispositive Power 10,541
(8) Shared Dispositive Power none
____________________________________________________________
9) Aggregate Amount Beneficially 10,541
Owned by Each Reporting Person
____________________________________________________________
10) Check if the Aggregate Amount in Row (9) [ X ]
excludes certain Shares
____________________________________________________________
11) Percent of Class represented by Amount
in Row (9) .1% or, if each
Reporting Person is
deemed to be a group, 5.1%
____________________________________________________________
12) Type of Reporting Person IA
____________________________________________________________
Page 3 of 12 Pages
CUSIP No. 229899109
____________________________________________________________
1) Names of Reporting Persons GE Investment Management
S.S. or I.R.S. Indentification Incorporated, as
Nos. of Above Persons Investment Adviser
to certain entities and
accounts
(I.R.S. #06-1238874)
____________________________________________________________
2) Check the appropriate box if a (a) [ ]
Member of a Group (b) [X]
____________________________________________________________
3) SEC use only
____________________________________________________________
4) Citizenship or Place of Organization Delaware
____________________________________________________________
(5) Sole Voting Power 3,767
Number of Shares
Beneficially Owned by(6) Shared Voting Power none
Each Reporting
Person With (7) Sole Dispositive Power 3,767
(8) Shared Dispositive Power none
____________________________________________________________
9) Aggregate Amount Beneficially 3,767
Owned by Each Reporting Person
____________________________________________________________
10) Check if the Aggregate Amount in Row (9) [ X ]
excludes certain Shares
____________________________________________________________
11) Percent of Class represented by Amount
in Row (9) .1% or, if each
Reporting Person is
deemed to be a group, 5.1%
____________________________________________________________
12) Type of Reporting Person IA
____________________________________________________________
Page 4 of 12 Pages
INTRODUCTORY NOTE: Trustees of General Electric Pension
Trust ("GEPT"), an employee pension fund subject to the
Employee Retirement Income Security Act of 1974, owns
beneficially 549,633 shares of the Common Stock (the "Common
Stock") of Cullen/Frost Bankers, Inc. General Electric
Investment Corporation ("GEIC") is an Investment Adviser
(registered under the Investment Advisers Act of 1940) to
GEPT. GEIC, as an Investment Adviser to certain entities and
accounts other than GEPT, may be deemed the beneficial owner
of 10,541 shares of Common Stock owned by such entities or
accounts. GE Investment Management Incorporated ("GEIM"), as
an Investment Adviser (registered under the Investment
Advisers Act of 1940) to certain entities and accounts, may
be deemed the beneficial owner of 3,767 shares of Common
Stock owned by such entities or accounts. GEPT, GEIC and
GEIM each expressly disclaim beneficial ownership of shares
of Common Stock owned by filing persons other than itself.
GEPT, GEIC and GEIM expressly disclaim that they are members
of a "group".
Item 1(a) Name of Issuer:
Cullen/Frost Bankers, Inc.
Item l(b) Address of Issuer's Principal Executive Offices:
100 West Houston Street
P.O. Box 1600
Antonio, TX 78205
Item 2(a) Name of Person Filing:
Trustees of General Electric Pension Trust
General Electric Investment Corporation, as
Investment Adviser to certain entities
and accounts
GE Investment Management Incorporated, as Investment
Adviser to certain entities
and accounts
(See Schedule I and II)
Item 2(b) Address of Principal Business Office or, if none,
Residence:
The address of the principal office of each of
Trustees of General Electric Pension Trust,
General Electric Investment Corporation and GE
Investment Management Incorporated
is 3003 Summer Street, Stamford, Connecticut 06904
Item 2(c) Citizenship: Trustees of General Electric Pension
Trust - New York; General Electric
Investment Corporation - Delaware; GE Investment
Management Incorporated - Delaware
Item 2(d) Title of Class of Securities: Common Stock
Page 5 of 12 Pages
Item 2(e) CUSIP Number: 229899109
Item 3. If this statement is filed pursuant to Rules 13d-l(b) or
13d-2(b), check whether the person filing is a:
(a)[ ] Broker or Dealer registered under Section 15 of the
Act
(b)[ ] Bank as defined in section 3(a)(6) of the Act
(c)[ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d)[ ] Investment Company registered under section 8 of
the Investment Company Act
(e)[ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f)[ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see Section 240.13d-l(b)(l)(ii)(F)
(g)[ ] Parent Holding Company, in accordance with
Section 240.13d-l(b)(ii)(G)
(h)[X] Group, in accordance with Section 240.13d-1(b)
(l)(ii)(H)
Item 4. Ownership.
(See cover pages and introductory note)
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
Not Applicable.
Page 6 of 12 Pages
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of
such securities and were not acquired in connection with
or as a participant in any transaction having such
purposes or effect.
Page 7 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
TRUSTEES OF GENERAL ELECTRIC
PENSION TRUST
By: ______________________
Alan M. Lewis, Trustee
Dated: March 21, 1995
Page 8 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
GENERAL ELECTRIC INVESTMENT
CORPORATION, as Investment
Adviser to certain entities
and accounts
By: _______________________
Alan M. Lewis
Executive Vice President
Dated: March 21, 1995
Page 9 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
GE INVESTMENT MANAGEMENT
INCORPORATED, as Investment Adviser
to certain entities and accounts
By: _______________________
Alan M. Lewis
Executive Vice President
Dated: March 21, 1995
Page 10 of 12 Pages
SCHEDULE I
TRUSTEES OF
GENERAL ELECTRIC PENSION TRUST
3003 Summer Street, P.O. Box 7900
Stamford, Connecticut 06904
The names of the Trustees of General Electric Pension
Trust are as follows:
DALE F. FREY
EUGENE K. BOLTON
MICHAEL J. COSGROVE
RALPH R. LAYMAN
ALAN M. LEWIS
JOHN H. MYERS
DONALD W. TOREY
Page 11 of 12 Pages
SCHEDULE II
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the
undersigned that the Schedule 13G on or about this date
and any amendments thereto with respect to the beneficial
ownership by the undersigned of shares of the Common Stock
of Cullen/Frost Bankers, Inc. is being filed on behalf of
each of the undersigned. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one
and the same instrument.
Dated: March 21, 1995 TRUSTEES OF GENERAL ELECTRIC
PENSION TRUST
By: _______________________
Alan M. Lewis
Trustee
GENERAL ELECTRIC INVESTMENT
CORPORATION, as Investment
Adviser to certain entities and
accounts
By: _______________________
Alan M. Lewis
Executive Vice President
GE INVESTMENT MANAGEMENT
INCORPORATED, as Investment
Adviser to certain entities and
accounts
By: _______________________
Alan M. Lewis
Executive Vice President
Page 12 of 12 Pages
