- Amended Statement of Beneficial Ownership (3/A)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Berman Bobby

2. Date of Event Requiring Statement (MM/DD/YYYY) 2/2/2007

3. Issuer Name and Ticker or Trading Symbol

CULLEN FROST BANKERS INC [CFR]

(Last) (First) (Middle)

100 WEST HOUSTON STREET

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

_____ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
Group Executive Vice President /

(Street)

SAN ANTONIO, TX 78205

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

2/12/2007

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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par var value	18483	D
Common Stock, $0.01 par value	14694	I	Through 401(k) Plan

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	10/22/2004	10/22/2007	Common Stock	15000	$24.12	D
Employee Stock Option (right to buy)	11/5/2005	11/5/2008	Common Stock	3700	$33.30	D
Employee Stock Option (right to buy)	10/1/2006	10/1/2009	Common Stock	5500	$38.12	D
Employee Stock Option (right to buy)	⁽¹⁾	10/12/2010	Common Stock	5500	$47.40	D
Employee Stock Option (right to buy)	⁽²⁾	10/19/2015	Common Stock	7900	$50.01	D
Employee Stock Option (right to buy)	⁽³⁾	10/24/2016	Common Stock	7900	$57.88	D

Explanation of Responses:
( 1)	100% vesting at three (3) years from Grant Date of 10-12-2004.
( 2)	Vest 25% per year from Grant Date of 10/19/2005.
( 3)	Vest 25% per year from Grant Date of 10/24/2006.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Berman Bobby 100 WEST HOUSTON STREET SAN ANTONIO, TX 78205			Group Executive Vice President

Signatures
/s/ Bobby Berman		12/24/2008
^** 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 5(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 control number.