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 22, 2010

PROSPERITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
 
Texas
0-25051
74-2331986
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

4295 San Felipe
Houston, Texas 77027
(Address of principal executive offices including zip code)

Registrant's telephone number, including area code:  (281) 269-7199

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 2.02
Results of Operations and Financial Condition.
 
On October 22, 2010, Prosperity Bancshares, Inc. publicly disseminated a press release announcing its financial results for the third quarter ending September 30, 2010.  A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
 
As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01 
Financial Statements and Exhibits.
 
(d)  Exhibits.  The following is furnished as an exhibit to this Current Report on Form 8-K:
 
Exhibit
    
Number
  
Description of Exhibit
     
99.1
  
Press Release issued by Prosperity Bancshares, Inc. dated October 22, 2010.
 
 
— 2 —
 

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.

 
PROSPERITY BANCSHARES, INC.
 
(Registrant)
   
Dated:  October 22, 2010
By:   
  /s/ James D. Rollins III
   
James D. Rollins III
   
President and Chief Operating Officer
 
 
 

EXHIBIT INDEX
 
Exhibit
    
Number
  
Description of Exhibit
     
99.1
  
Press Release issued by Prosperity Bancshares, Inc. dated October 22, 2010.