SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hunter D Michael

(Last)

(First)

(Middle)

1505 HWY 35 NORTH

(Street)

ROCKPORT

78382

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROSPERITY BANCSHARES INC [ PRSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2008		S		9,500	D	$26.7132	287,232	D
Common Stock	01/30/2008		S		5,000	D	$26.7549	282,232	D
Common Stock	01/30/2008		S		5,000	D	$26.8314	277,232	D
Common Stock	01/30/2008		S		2,300	D	$26.864	274,932	D
Common Stock	01/30/2008		S		2,900	D	$26.8691	272,032	D
Common Stock	01/30/2008		S		9,300	D	$26.9202	262,732	D
Common Stock	01/30/2008		S		3,900	D	$26.9232	258,832	D
Common Stock	01/30/2008		S		8,300	D	$26.9315	250,532	D
Common Stock	01/30/2008		S		3,600	D	$26.9626	246,932	D
Common Stock	01/30/2008		S		10,000	D	$26.9752	236,932	D
Common Stock	01/30/2008		S		3,200	D	$26.9778	233,732	D
Common Stock	01/30/2008		S		1,500	D	$27.0002	232,232	D
Common Stock	01/30/2008		S		16,732	D	$27.0005	215,500	D
Common Stock	01/30/2008		S		17,900	D	$27.0067	197,600	D
Common Stock	01/30/2008		S		7,100	D	$27.0188	190,500	D
Common Stock	01/30/2008		S		1,600	D	$27.0237	188,900	D
Common Stock	01/30/2008		S		6,500	D	$27.0408	182,400	D
Common Stock	01/30/2008		S		3,000	D	$27.0996	179,400	D
Common Stock	01/30/2008		S		10,000	D	$27.1141	169,400	D
Common Stock	01/30/2008		S		2,700	D	$27.1376	166,700	D
Common Stock	01/30/2008		S		9,500	D	$27.1477	157,200	D
Common Stock	01/30/2008		S		5,600	D	$27.1861	151,600	D
Common Stock	01/30/2008		S		6,600	D	$27.1956	145,000	D
Common Stock	01/30/2008		S		8,500	D	$27.2075	136,500	D
Common Stock	01/30/2008		S		2,500	D	$27.234	134,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

Remarks:

The information related to this transaction is reported on multiple Form 4s. This Form representing (1 of 3)

	/s/ Michael Hunter	01/31/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.