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

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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^*

OAKLEY WALTER FLAKE IV

(Last)

(First)

(Middle)

509 COUNTY DOWNS ROAD

(Street)

MONTGOMERY

36109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COLONIAL BANCGROUP INC [ CNB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2004

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	04/22/2004		M		10,000	A	$8.658	61,789	D
Common Stock	04/22/2004		M		5,000	A	$7.358	66,789	D
Common Stock	04/22/2004		J⁽¹⁾	V	575	A	$17.54⁽²⁾	67,364	D
Common Stock	04/22/2004		J⁽³⁾	V	38	A	$17.45⁽⁴⁾	4,635	I	by Sons
Common Stock								2,000	I	by Trust

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)
Incentive Stock option (right to buy)	$8.658	04/22/2004		M			10,000	04/17/1996	04/17/2006	Common Stock	10,000	⁽⁷⁾	0	D
Non-Qualified Stock option (right ot buy)	$7.358	04/22/2004		M			5,000	04/17/1996	04/17/2006	Common Stock	5,000	⁽⁸⁾	0	D
Incentive Stock option (right to buy)	$9.97							12/19/1997⁽⁵⁾	12/19/2006	Common Stock	20,000		20,000	D
Incentive Stock option (right to buy)	$10.5							12/30/2000⁽⁵⁾	12/30/2009	Common Stock	30,000		24,000	D
Incentive Stock option (right to buy)	$11.5313							12/30/1999⁽⁵⁾	12/30/2008	Common Stock	40,000		40,000	D
Incentive Stock option (right to buy)	$12.54							06/18/2001⁽⁶⁾	06/18/2011	Common Stock	20,000		20,000	D
Incentive Stock option (right to buy)	$14.81							12/28/2002⁽⁵⁾	12/28/2011	Common Stock	10,000		4,000	D
Incentive Stock option (right to buy)	$17.28							12/23/2004⁽⁵⁾	12/23/2013	Common Stock	8,407		0	D
Non-Qualified Stock Option (right to buy)	$17.28							12/23/2004⁽⁵⁾	12/23/2013	Common Stock	1,593		0	D

Explanation of Responses:

1. Shares issued through the Colonial BancGroup, Inc. 401K Retirement Plan.

2. Average purchase price of 401K shares issued throughout the year.

3. Shares acquired through the Colonial BancGroup, Inc. Dividend Reinvestment Plan.

4. Average purchase price of DRIP shares issued throughout the year.

5. Options vest in 5 equal installments, 20% annually beginning one year from the date of grant.

6. 60% vested on date of grant. Remaining 40% vest in two equal installments, annually, beginning one year from the date of grant.

7. Exercise price is $8.658 per option. Total exercise amount was $86,580.00.

8. Exercise price is $7.358 per option. Total exercise amount was $36,790.00.

	Walter F. Oakely, IV	04/23/2004
	** 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).
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