SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549


                                     Form 10-K/A


X   ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

___ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934


FOR THE TRANSITION PERIOD FROM _______ to  _______


Commission File Number   0-7275


CULLEN/FROST BANKERS, INC.
(Exact name of registrant as specified in its charter)


           Texas                                               74-1751768
------------------------------                         ------------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)


        100 W. Houston Street
          San Antonio, Texas                                       78205
----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip Code)


     Registrant's telephone number, including area code:  (210) 220-4011
        Securities registered pursuant to Section 12(b) of the Act:


Common Stock, $.01 Par Value
 (with attached rights)                         The New York Stock Exchange
--------------------------               --------------------------------------
  (Title of Class)                       (Name of Exchange on which Registered)


      Securities registered pursuant to Section 12(g) of the Act:
                                  None


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X   NO
   ---     ----
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
                             ---
     The aggregate market value of the voting stock held by non-affiliates of
the registrant was $1,746,517,082 based on the closing price of such stock as
of March 15, 2002.

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

                                                      Outstanding at
                        Class                         March 15, 2002
             ----------------------------             --------------
             Common Stock, $.01 Par Value               51,153,999

DOCUMENTS INCORPORATED BY REFERENCE
(1) Proxy Statement for Annual Meeting of Shareholders to be held May 22, 2002
(Part III)




                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-K/A


                        AMENDMENT TO APPLICATION OR REPORT
                    FILED PURSUANT TO SECTION 12,13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934


                           CULLEN/FROST BANKERS, INC.
             (Exact name of registrant as specified in its charter)


                               AMENDMENT NO. 1


The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
the fiscal year ended December 31, 2001 as set forth in the pages attached
hereto:


Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K


1.  Financial Statements--Reference is made to Part II, Item 8 of this Annual
    Report on Form 10-K.  In addition, pursuant to Rule 15d-21 under the
    Securities Exchange Act of 1934 the financial statements and supplemental
    schedules required by Form 11-K with respect to the 1991 Thrift Incentive
    Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. are filed
    herewith as Exhibit 19.1 to this Annual Report on Form 10-K/A.

2.  Exhibits--The following additional exhibits are filed herewith as a part
    of this Amendment No. 1 to the registrant's Annual Report on Form 10-K.


    19.1 The financial statements and exhibits required by Form 11-K with
         respect to the 1991 Thrift Incentive Stock Purchase Plan for
         Employees of Cullen/Frost Bankers,Inc. for the fiscal years ended
         December 31, 2001, 2000, and 1999.

    23.1 Consent of Independent Auditors with respect to Form 10-K/A for the
         1991 Thrift Incentive Stock Purchase Plan.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                               Cullen/Frost Bankers, Inc.
                                               --------------------------
                                                      (Registrant)


Date:   April 29, 2002                       By:/s/Phillip D. Green
                                                -----------------------
                                                Phillip D. Green
                                                Group Executive Vice President
                                                and Chief Financial Officer
                                                (Duly Authorized Officer and
                                                Principal Accounting Officer)




PART IV


Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------------
 (a) The following documents are filed as part of this Annual Report on Form
     10-K:

  1. Financial Statements -- Reference is made to Part II, Item 8, of this
     Annual Report on Form 10-K.

  2. The Financial Statement Schedules are omitted, as the required information
     is included in the annual report.

  3. Exhibits -- The following exhibits are filed as a part of this Annual
                 Report on Form 10-K:

     Exhibit
     Number
     ----------
     3.1   Restated Articles of Incorporation, of Cullen/Frost
           Bankers, Inc.(11)
     3.2   Amended By-Laws of Cullen/Frost Bankers, Inc. (7)
     4.1   Shareholder Protection Rights Agreement dated as of February 1, 1999
           between Cullen/Frost Bankers, Inc. and The Frost National Bank, as
           Rights Agent (10)
    10.1   Restoration of Retirement Income Plan for Participants in the
           Retirement Plan for Employees of Cullen/Frost Bankers, Inc. and its
           Affiliates (as amended and restated)(9)*
    10.2   1983 Non-qualified Stock Option Plan, as amended (1)
    10.3   1988 Non-qualified Stock Option Plan(2)
    10.4   The 401(k) Stock Purchase Plan for Employees of Cullen/Frost
           Bankers, Inc. and its Affiliates (3)*
    10.5   1991 Thrift Incentive Stock Purchase Plan for Employees of
           Cullen/Frost Bankers, Inc. and its Affiliates (4)*
    10.6   Cullen/Frost Bankers, Inc. Restricted Stock Plan (5)*
    10.7   Cullen/Frost Bankers, Inc. Supplemental Executive Retirement
           Plan (6)*
    10.8   Cullen/Frost Bankers, Inc. 1997 Directors Stock Plan (8)
    10.9   Cullen/Frost Bankers, Inc. 1992 Stock Plan, as amended (12)
    10.10  Change-In-Control Agreements with 3 Executive Officers (11)*
    10.11  Cullen/Frost Bankers, Inc. 2001 Stock Plan (12)
    19.1   Annual Report on Form 11-K for the Year Ended December 31, 2001, for
           the 1991 Thrift Incentive Stock Purchase Plan (filed pursuant to
           Rule 15d-21 of the Securities and Exchange Act of 1934)(13)
    19.2   Annual Report on Form 11-K for the Year Ended December 31, 2001, for
           the 401(k) Stock Purchase Plan (filed pursuant to Rule 15d-21 of the
           Securities and Exchange Act of 1934)(14)
    21     Subsidiaries of Cullen/Frost Bankers, Inc.
    23     Consent of Independent Auditors
    23.1   Consent of Independent Auditors with respect to Form 10-K/A for the
           1991 Thrift Incentive Stock Plan (13)
    24     Power of Attorney

*  Management contract or compensatory plan or arrangement required to be filed
   as an exhibit pursuant to Item 601 of Regulation S-K.

 (b) Reports on Form 8-K -- No such reports were filed during the quarter ended
     December 31, 2001.




______________________

   (1)  Incorporated herein by reference to the designated Exhibits to
        Cullen/Frost's Report on Form S-8 filed September 5, 1989
        (File No. 33-30776)

   (2)  Incorporated herein by reference to the designated Exhibits to
        Cullen/Frost's Report on Form S-8 filed September 5, 1989
        (File No. 33-30777)

   (3)  Incorporated herein by reference to the designated Exhibits to
        Cullen/Frost's Report on Form S-8 filed October 31, 1990
        (File No. 33-37500)

   (4)  Incorporated herein by reference to the designated Exhibits to
        Cullen/Frost's Report on Form S-8 filed March 18, 1991
        (File No. 33-39478)

   (5)  Incorporated herein by reference to the designated Exhibits to
        Cullen/Frost's Report on Form S-8 filed October 20, 1992
        (File No. 33-53492)

   (6)  Incorporated herein by reference to the designated Exhibits to
        Cullen/Frost's Annual Report on Form 10-K for the Year Ended
        December 31, 1994 (File No. 0-7275)

   (7)  Incorporated herein by reference to the designated Exhibits to
        Cullen/Frost's Annual Report on Form 10-K/A for the Year Ended
        December 31, 1995
        (File No. 0-7275)

   (8)  Incorporated herein by reference to the designated Exhibits to
        Cullen/Frost's Annual Report on Form 10-K for the Year Ended
        December 31, 1997 (File No. 0-7275)

   (9)  Incorporated herein by reference to the designated Exhibits to
        Cullen/Frost's Annual Report on Form 10-K for the Year Ended
        December 31, 1998 (File No. 0-7275)

   (10) Incorporated herein by reference to the designated Exhibits to
        Cullen/Frost's Current Report on Form 8-A12B dated
        February 1, 1999 (File No. 0-7275)

   (11) Incorporated herein by reference to the designated Exhibits to
        Cullen/Frost's Annual Report on Form 10-K for the Year Ended
        December 31, 2000 (File No. 0-7275)

   (12) Incorporated herein by reference to the designated Exhibits to
        Cullen/Frost's Report on Form S-8 filed September 4, 2001
        (File No. 33-68928)

   (13) Filed herewith.

   (14) To be filed as an amendment.





EXHIBIT INDEX TO FORM 10-K/A



Exhibit
Number       Description of Exhibits
-------------------------------------------------------------------------------

  19.1   The financial statements and exhibits required by Form 11-K with
         respect to the 1991 Thrift Incentive Stock Purchase Plan for Employees
         of Cullen/Frost Bankers, Inc. for the fiscal years ended
         December 31, 2001, 2000, and 1999.

  23.1   Consent of Independent Auditors with respect to Form 10-K/A for the
         1991 Thrift Incentive Stock Purchase Plan.