EXHIBIT 22.1

                         Consent of Independent Auditors



We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-37500) pertaining to the 401(k) Stock Purchase Plan for Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates, the Registration Statement (Form
S-8 No. 33-39478) pertaining to the 1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc. and Its Affiliates, the Registration
Statement (Form S-8 No. 33-53492) pertaining to the Cullen/Frost Bankers, Inc.
Restricted Stock Plan, the Registration Statement (Form S-8 No. 333-68928)
pertaining to the Cullen/Frost Bankers, Inc. 2001 Stock Plan, and the
Registration Statement (Form S-8 No. 333-102133) pertaining to the 1997 Director
Stock Plan of Cullen/Frost Bankers, Inc., of our report dated January 22, 2003,
with respect to the consolidated financial statements of Cullen/Frost Bankers,
Inc. and Subsidiaries included in this Annual Report (Form 10-K) for the year
ended December 31, 2002.


                                               /s/ Ernst & Young LLP

San Antonio, Texas
March 26, 2003