---

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): July 27, 2007

 

---

PROSPERITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

---

 

Texas		0-25051		74-2231986
(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: (713) 693-9300

 

---

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.

On July 27, 2007, L. Don Stricklin notified Prosperity Bancshares, Inc. (the “Company”) of his decision to resign as a Class I Director of the Company and as a director of Prosperity Bank effective immediately. Mr. Stricklin has not advised the Company of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

---

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: August 2, 2007		By:		/s/ James D. Rollins III
				James D. Rollins III
				President and Chief Operating Officer