SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 18)
Cullen/Frost Bankers, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
229899 10 9
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(CUSIP Number)
Check the following box if a fee is being paid with
this statement: /__/
<PAGE>
CUSIP No. 229899 10 9
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons.
Cullen/Frost Bankers, Inc. ("Cullen/Frost Bankers")
74-1751768
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions).
(a) /__/
(b) /__/
__________________________________________________________________
3) SEC USE ONLY
__________________________________________________________________
4) Citizenship or Place of Organization. Incorporated
under the laws of the State of Texas
__________________________________________________________________
Number of Shares Beneficially Owned by Each Reporting Person
with:
5) Sole Voting Power 148,178
6) Shared Voting Power 1,541,742
7) Sole Dispositive Power 181,178
8) Shared Dispositive Power 25,526
Balances include a two for one stock split paid on June 21,
1996 to all shareholders in the class of record as of June
3, 1996.
__________________________________________________________________
9) Aggregate Amount Beneficially Owned by Each Reporting
Person. 2,104,994*
__________________________________________________________________
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
__________________________________________________________________
11) Percent of Class Represented by Amount in Row 9.
7.9%
__________________________________________________________________
12) Type of Reporting Person (See Instructions). HC
__________________________________________________________________
*Includes 415,074 shares with respect to which subsidiaries of
Cullen/Frost Bankers have no voting power and 1,898,290 shares
with respect to which subsidiaries of Cullen/Frost Bankers have
no dispositive power. Inasmuch as all shares are held by
subsidiaries of Cullen/Frost Bankers in a fiduciary capacity,
Cullen/Frost Bankers explicitly disclaims beneficial ownership of
all such shares for purposes of Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934 ("1934 Act") pursuant to the
provisions of Rule 13d-4 promulgated under the 1934 Act.
<PAGE>
CUSIP No. 229899 10 9
__________________________________________________________________
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
The Frost National Bank ("Frost Bank") 74-0635455
__________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) /__/
(b) /__/
__________________________________________________________________
3) SEC USE ONLY
__________________________________________________________________
Citizenship or Place of Organization.
Incorporated under the laws of the United States
__________________________________________________________________
Number of Shares Beneficially Owned by Each Reporting Person
With:.
5) Sole Voting Power 106,116
6) Shared Voting Power 1,503,726
7) Sole Dispositive Power 98,557
8) Shared Dispositive Power 22,894
Balances include a two for one stock split paid to all
shareholders on June 21, 1996 in the class of record as of
June 3, 1996.
__________________________________________________________________
9) Aggregate Amount Beneficially Owned by Each Reporting
Person. 1,851,099*
__________________________________________________________________
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
__________________________________________________________________
11) Percent of Class Represented by Amount in Row 9.
6.9%
__________________________________________________________________
12) Type of Reporting Person (See Instructions). BK
__________________________________________________________________
*Includes 241,257 shares with respect to which Frost Bank has no
voting power and 1,729,648 shares with respect to which Frost
Bank has no dispositive power. Inasmuch as all shares are held
by Frost Bank in a fiduciary capacity, Frost Bank explicitly
disclaims beneficial ownership of all such shares for purposes of
Sections 13(d) and 13(g( of the Securities Exchange Act of 1934
("1934 Act") pursuant of the provisions of Rule 13d-4 promulgated
under the 1934 Act.
<PAGE>
Item 1 (a) Name of Issuer:
Cullen/Frost Bankers, Inc. ("Cullen/Frost Bankers")
Item 1 (b) Address of Issuer's Principal Executive Offices:
100 West Houston Street
San Antonio, Texas 78205
Item 2 (a) Name of Persons Filing:
Cullen/Frost Bankers and The Frost National Bank
("Frost Bank")
Item 2 (b) Address or Principal Business Office or, if none,
Residence:
The address of Cullen/Frost Bankers and Frost Bank
is 100 W. Houston Street, San Antonio, Texas 78205
Item 2 (c) Citizenship:
Cullen/Frost Bankers is incorporated under the laws
of the State of Texas; Frost Bank is incorporated
under the laws of the United States.
Item 2 (d) Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2 (e) CUSIP Number:
229899 10 9
Item 3 If this statement is filed pursuant to Rules 13d-
1(b), or 13d-2(b), check whether the person filing
is a:
(a) [ ] Broker or Dealer registered under section
15 of the Act
(b) [x] Bank as defined in section 3(a)(6) of the
Act (Note: See Items 2, 4, 6, and 7)
(Frost Bank)
(c) [ ] Insurance Company as defined in sections
3(a)(19) of the Act
(d) [ ] Investment Company registered under
sections 8 of the Investment Company Act
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(e) [ ] Investment Adviser registered under
section 203 of the Investment Advisers
Act of 1940
(f) [ ] Employee Benefit Plan, Pensions Fund
which is subject to the provisions of
the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see
s 240.13d-1(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance
with s 340.13d-1(b)(ii)(G) (Note: See
Items 2, 4, 5, and 7) (Cullen/Frost
Bankers)
(h) [ ] Group, in accordance with s 240.13d-
1(b)(1)(ii)(H)
Item 4 Ownership:
(a) Amount Beneficially Owned:
At December 31, 1998, Cullen/Frost Bankers
was deemed to have owned beneficially
2,104,994 shares of Cullen/Frost Bankers
Common Stock, including -0-shares where there
was a right to acquire. Included among such
shares were 1,851,099 shares which were
beneficially owned by Frost Bank and 253,895
shares which were beneficially owned by The
United States National Bank of Galveston
("USNB"), Frost Bank and USNB are wholly-
owned subsidiaries of Cullen/Frost Bankers.
(b) Percent of Class:
Cullen/Frost Bankers 7.9%
Frost Bank 6.9%
USNB 1.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Cullen/Frost Bankers 148,178 shares
Frost Bank 106,116
USNB 42,062
(ii) Shared power to vote or to direct the
vote
Cullen/Frost Bankers 1,541,742 shares
Frost Bank 1,503,726
USNB 38,016
<PAGE>
(iii) sole power to dispose or to direct the
disposition of
Cullen/Frost Bankers 181,178 shares
Frost Bank 98,557
USNB 82,621
(iv) shared power to dispose or to direct
the disposition of
Cullen/Frost Bankers 25,526 shares
Frost Bank 22,894
USNB 2,632
These totals do not include a total of 415,074 shares with
respect to which Cullen/Frost Bankers, Frost Bank and USNB have
no voting power and 1,898,290 shares with respect to which
Cullen/Frost Bankers, Frost Bank and USNB have no dispositive
power. Inasmuch as all shares described are held by subsidiaries
of Cullen/Frost Bankers in a fiduciary capacity, Cullen/Frost
Bankers, Frost Bank and USNB specifically disclaim beneficial
ownership of all such shares for purposes of Sections 13 (d) and
13 (g) of the Securities Exchange Act of 1934 ("1934 Act")
pursuant to Rule 13d-4 promulgated under the 1934 Act.
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
At December 31, 1998, neither Frost Bank nor USNB
owned securities of Cullen/Frost Bankers for their own
account; but, said banks held of record in various
fiduciary capacities an aggregate of 2,104,994 shares.
Each of the banks has reported to Cullen/Frost Bankers
that these securities, registered in the name of the
reporting bank as fiduciary or in the names of various
of their nominees, were owned by a separate instrument
which sets forth the power of the reporting bank with
regard to the securities held in such account.
Virtually all of these accounts involved persons who
have the right to receive or direct the receipt of
dividends from, or the proceeds of the sale of, the
securities reported in Item 4. The individual
interest of each of said persons did not relate to
more than five percent of the class.
<PAGE>
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
All of the securities being reported on are held of
record by Frost Bank or USNB. Each of such entities
is an Item 3(b) entity. See Items 4 and 6.
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.
Signature
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After reasonable inquiry and to the best of by knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 2, 1999
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Date
CULLEN/FROST BANKERS, INC.
/s/ Diane Jack
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Signature
Diane Jack, Secretary
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Name/Title
THE FROST NATIONAL BANK
/s/ Richard Kardys
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Signature
Richard Kardys, Senior Executive Vice President
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Name/Title
<PAGE>
Exhibit A
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AGREEMENT
Cullen/Frost Bankers, Inc. and The Frost National Bank do
each hereby agree that the Schedule 13G, to which this Agreement
is attached as Exhibit A, shall be jointly filed by such
entities.
IN WITNESS WHEREOF, Cullen/Frost Bankers, Inc., acting by
and through a duly authorized officer, and The Frost National
Bank , acting by and through a duly authorized officer, have
executed this Agreement, on the 2nd day of February, 1999.
CULLEN/FROST BANKERS, INC.
By /s/ Diane Jack
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Its Secretary
THE FROST NATIONAL BANK
By /s/ Richard Kardys
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Its Senior Executive Vice President
