Mail Stop 4561
								April 13, 2006

Sarah H. Moore
Chief Financial Officer
The Colonial Bancgroup, Inc.
One Commerce Street Suite 800
Montgomery, AL 36104

Re:	The Colonial Bancgroup, Inc.
	Form 10-K for the fiscal year ended December 31, 2005
      File No.  001-13508

Dear Ms. Moore:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please be as detailed as necessary in
your explanation.  In some of our comments, we may ask you to
provide
us with more information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the fiscal year ended December 31, 2005

Consolidated Financial Statements

Consolidated Statements of Cash Flows, page 60

1. We note your disclosure on page 29 that in 2005 you structured
a
facility in which you sold certain mortgage warehouse loans and
mortgage loans held for sale to a wholly-owned special purpose
entity
which then sold interest in those assets to commercial paper
conduits.  We also note that you present proceeds from sales of
interests in mortgage warehouse loans as investing activities in
2005.  Please tell



us your basis for presenting these cash flows in the investing
activities section of your Statement of Cash Flows.  Clarify the
difference between the types of mortgage loans that you would
classify as held for sale and those you would consider mortgage
warehouse loans.

Note 5 - Allowance for Loan Losses, page 76

2. We note the your disclosure on page 20 that with respect to the
2005 acquisitions of Union Bank and FFLC Bancorp, there were a
diminimus number of loans which fell within the scope of SOP 03-3.
Please tell us the composition of the loan portfolios acquired in
these acquisitions and how you determined that there were a
diminimus
number of loans which fell within the scope of this SOP.  Quantify
the amount of loans acquired and the related allowance that was
carried over at the acquisition date for the loans not within the
scope of the SOP.

Note 9 - Derivatives, page 79

3. We note your disclosure regarding fair value hedges that the
critical terms of the interest rate swaps match the terms of the
corresponding hedged items and that there were no hedging gains
and
losses resulting from hedge ineffectiveness for the periods
presented.  Please tell us whether you use the short-cut method or
"matched terms" approach for assuming no ineffectiveness for any
of
your fair value hedges.  If so, please tell us the terms of the
swap
and hedged item and how you determine that the hedging
relationship
meets each of the conditions in paragraph 68 or 65 of SFAS 133.

  					*******

      Please respond to these comments within ten business days or
tell us when you will respond.  Please furnish a cover letter that
keys your responses to our comments and provides the requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under
the Securities Exchange Act of 1934 and that they have provided
all
information investors require for an informed investment decision.
Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.




	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated
by the Commission or any person under the federal securities laws
of
the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Chris Harley at (202) 551-3695 or me at (202)
551-3449 if you have questions regarding these comments.



							Sincerely,



							Joyce Sweeney
							Accounting Branch Chief
Sarah H. Moore
Chief Financial Officer
The Colonial Bancgroup, Inc.
April 13, 2006
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