TABLE OF CONTENTS

INDEX TO FILING
COLONIAL BANCGROUP ANNOUNCES QUARTERLY EARNINGS
	SELECTED FINANCIAL DATA (Unaudited)
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
	CONDENSED CONSOLIDATED STATEMENTS OF CONDITION (Unaudited)
	AVERAGE VOLUME AND RATES (Unaudited)
	NONPERFORMING ASSETS (Unaudited)
8-K Supplemental
	Net Interest Margins
	Loan Growth
	Discontinued Operations
	Discontinued Operations
	Future Earnings Outlook

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2001

THE COLONIAL BANCGROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation) 1-13508
(Commission File No.) 63-0661573
(IRS Employer I.D. No.)

Colonial Financial Center, Suite 800
One Commerce Street, Montgomery, Alabama
(Address of Principal Executive Office)  
36104
(Zip code)

Registrant's telephone number, including area code: 334-240-5000

INDEX TO FILING

Press Release as issued on April 17, 2001	2
Financial Information	8
Additional and Forward Looking Information	13

Item 5. Other Events

[PRESS RELEASE AS ISSUED ON APRIL 17, 2001]

For more information contact:
Lisa Free (334) 240-5105
Flake Oakley (334) 240-5061 April 17, 2001

COLONIAL BANCGROUP ANNOUNCES
QUARTERLY EARNINGS

• Income from continuing operations was $.26 per share for the quarter

• Annualized internal loan growth was 18% for the quarter

• Noninterest income increased 11% for the quarter

• Asset quality remained excellent with non-performing assets at 0.53% of loans & other real estate and net charge-offs on an annualized basis at 0.15% of loans

      MONTGOMERY, AL— The Colonial BancGroup, Inc. Chairman and CEO, Robert E. Lowder announced today that for the quarter ended March 31, 2001, income from continuing operations was $28,442,000 or $.26 per diluted share. Cash earnings per share for the quarter were $.27.

2

			Three Months ended March 31,
Earnings Summary									% Change
(Dollars in 000's, except per share amts.)			2001			2000			'00 to '01
Income from Continuing Operations:
		Net interest income (taxable equivalent)	$	100,641		$	98,127			3	%
		Provision for possible loan losses		9,464			5,547			71	%
		Noninterest income		20,450			18,447			11	%
		Noninterest expense		66,384			62,118			7	%
Income from continuing operations (net of income taxes)			$	28,442		$	30,533			-7	%
Earnings per share:
	Income from continuing operations (net of income taxes)
		Basic and Diluted	$	0.26		$	0.27			-4	%
	Cash earnings from continuing operations (net of income taxes) (1)
		Basic and Diluted	$	0.27		$	0.28			-4	%
Selected Ratios:
Income from continuing operations (net of income taxes)
		Average assets		0.95	%		1.12	%
		Average shareholders’ equity		14.72	%		17.68	%
Continuing Operations Ratios:
		Efficiency ratio		55.72	%		53.66	%
		Noninterest income (annualized) to average assets		0.67	%		0.68	%
		Noninterest expense (annualized) to average assets		2.23	%		2.26	%
Cash Earnings (net of income taxes) (1)
	Average assets			1.00	%		1.16	%
	Average shareholders’ equity			15.50	%		18.42	%
Cash Basis Ratios:
		Efficiency ratio		54.35	%		52.53	%
		Noninterest income (annualized) to average assets		0.67	%		0.68	%
		Noninterest expense (annualized) to average assets		2.17	%		2.21	%
Consolidated:
		Net interest margin		3.59	%		3.87	%
		Equity to assets		6.50	%		6.19	%
		Tier one leverage		6.40	%		6.49	%

(1) Cash earnings exclude amortization of intangibles

3

							% Change
Statement of Condition Summary	March 31,		Dec. 31,		March 31,		March 31,
(Dollars in thousands, except per share amounts)	2001		2000		2000		2000 to 2001
Total assets	$	12,149,037	$	11,727,637	$	11,222,951		8	%
Loans, net		9,879,577		9,416,770		8,550,412		16	%
Total earning assets		11,410,993		10,936,187		10,258,347		11	%
Deposits		8,274,669		8,143,017		8,129,586		2	%
Shareholders’ equity		789,327		756,852		694,965		14	%
Book value per share	$	7.13	$	6.86	$	6.24		14	%

		March 31,			Dec. 31,			March 31,
		2001			2000			2000
Nonperforming Assets
Total nonperforming assets ratio			0.53	%		0.54	%		0.50	%
Allowance as a percent of nonperforming loans			268	%		256	%		271	%
Net charge-offs ratio (annualized):
	Year to date		0.15	%		0.21	%		0.16	%

      Net interest income for the quarter increased 3% over the first quarter of 2000 and 3% over the fourth quarter of 2000. This increase is primarily the result of 15% internal loan growth from March 31, 2000 and 18% annualized growth from December 31, 2000. The net interest margin remained relatively stable for the first quarter 2001 at 3.59% compared to 3.62% for the fourth quarter 2000 but it is down from the 3.87% margin in the first quarter of 2000.

      Noninterest income increased 11% for the quarter ended March 31, 2001. This increase is primarily attributable to mortgage origination fees and electronic banking fees and includes $1.1 million in securities gains. Noninterest expenses increased 7% for the

4

quarter ended March 31, 2001 as compared to the same period last year primarily due to increases in salaries and employee benefits.

      Asset quality remains excellent with nonperforming assets at 0.53% of loans and other real estate owned compared to 0.54% at December 31, 2000. Annualized net charge-offs remained low at 0.15% of loans for the quarter. Colonial continues to focus its efforts on relationship-based lending to known customers in its local market areas. The loan provision for the current quarter was $9,464,000 compared to $5,547,000 for the first quarter 2000 and $7,858,000 in the fourth quarter of 2000. The increased provision reflects management’s conservative approach to concerns over a slowing national economy and the related impact on credit quality. “While our asset quality remains excellent, we have built our reserves related to non-residential loans in recognition of increased exposure resulting from the national economic slowdown as it begins to have a more pronounced affect on our markets and customers,” said Mr. Lowder.

      Gross loans have increased $463 million from December 31, 2000 to March 31, 2001 with $267 million of this growth or 58% coming from lines of credit secured by single-family residential loans in the process of being sold (mortgage warehouse lending) and an additional $49 million from the purchase of two branches in Nevada. The remaining growth represents a 9% annualized loan growth for our regional banking operations compared to 21% for the full year 2000.

      In 2000, the Company exited the mortgage servicing business. The financial results for this line of business have been separately reported as discontinued operations in all periods presented.

5

			Three Months ended March 31,
Earnings Summary								% Change
(Dollars in 000's, except per share amts.)			2001		2000			"00 to "01
Income from continuing operations (net of income taxes)			$	28,442	$	30,533			-7	%
	(Loss) from discontinued operations (net of income taxes)			—		(592	)
Net income			$	28,442	$	29,941
Earnings per share:
	Income from continuing operations (net of income taxes)
		Basic and Diluted	$	0.26	$	0.27			-4	%
	Net Income:
		Basic and Diluted	$	0.26	$	0.27			-4	%

      Colonial BancGroup currently operates 239 offices in Alabama, Florida, Georgia, Nevada, Tennessee and Texas and is traded on the New York Stock Exchange under the symbol CNB. In most newspapers the stock is listed as ColBgp.

      More detailed information on Colonial BancGroup’s quarterly earnings is available on the company’s website at www.colonialbank.com or in the Current Report on Form 8-K filed today with the Securities and Exchange Commission. Copies of the Form 8-K are also available from the contact persons listed above.

      This release and the above referenced Current Report on Form 8-K of which this release forms a part contain “forward-looking statements” within the meaning of the federal securities laws. The forward-looking statements in this release are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the

6

statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among other things, the following possibilities; (i) an inability of the company to realize elements of its strategic plans for 2001 and beyond; (ii) increases in competitive pressure in the banking industry; (iii) general economic conditions, either nationally or regionally, that are less favorable than expected; (iv)and changes which may occur in the regulatory environment. When used in this Report, the words “believes,” “estimates,”, “plans,” “expects,” “should,” “may,” “might,” “outlook,” and “anticipates,” and similar expressions as they relate to BancGroup (including its subsidiaries) or its management are intended to identify forward-looking statements.

7

\

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES

SELECTED FINANCIAL DATA (Unaudited)

(Dollars in thousands, except per share amounts)

							% Change
	March 31,		December 31,		March 31,		March 31,
	2001		2000		2000		2000 to 2001
Statement of Condition Summary
Total assets	$	12,149,037	$	11,727,637	$	11,222,951		8	%
Loans		9,879,577		9,416,770		8,550,412		16	%
Total earning assets		11,410,993		10,936,187		10,258,347		11	%
Deposits		8,274,669		8,143,017		8,129,586		2	%
Shareholders’ equity		789,327		756,852		694,965		14	%
Book value per share	$	7.13	$	6.86	$	6.24		14	%

				Three Months ended March 31,
										% Change
				2001			2000			2000 to 2001
Earnings Summary
Continuing Operations:
			Net interest income (taxable equivalent)	$	100,641		$	98,127			3	%
			Provision for possible loan losses		9,464			5,547			71	%
			Noninterest income		20,450			18,447			11	%
			Noninterest expense		66,384			62,118			7	%
Income from continuing operations (net of income taxes)				$	28,442		$	30,533			-7	%
			Income (Loss) from discontinued operations (net of income taxes)		—			(592	)
Net income				$	28,442		$	29,941
Average shares outstanding					110,502			111,948
Average diluted shares outstanding					111,439			112,811
Earnings per share:
Income from continuing operations (net of income taxes)
		Basic and Diluted		$	0.26		$	0.27			-4	%
Cash earnings from continuing operations (net of income taxes) (1)
		Basic and Diluted		$	0.27		$	0.28			-4	%
Selected Ratios:
Income from continuing operations (net of income taxes)
	Average assets				0.95	%		1.12	%
	Average shareholders’ equity				14.72	%		17.68	%
Continuing Operations Ratios:
			Efficiency ratio		55.72	%		53.66	%
			Noninterest income (annualized) to average assets		0.67	%		0.68	%
			Noninterest expense (annualized) to average assets		2.23	%		2.26	%
Cash Earnings (net of income taxes) (1)
	Average assets				1.00	%		1.16	%
	Average shareholders’ equity				15.50	%		18.42	%
Cash Basis Ratios:
			Efficiency ratio		54.35	%		52.53	%
			Noninterest income (annualized) to average assets		0.67	%		0.68	%
			Noninterest expense (annualized) to average assets		2.17	%		2.21	%
Consolidated:
			Net interest margin		3.59	%		3.87	%
			Equity to assets		6.50	%		6.19	%
			Tier one leverage		6.40	%		6.49	%

(1) Cash earnings excludes amortization of intangibles.

		March 31,			December 31,			March 31,
		2001			2000			2000
Nonperforming Assets
Total non-performing assets ratio			0.53	%		0.54	%		0.50	%
Allowance as a percent of nonperforming loans			268	%		256	%		271	%
Net charge-offs ratio (annualized):
	Year to date		0.15	%		0.21	%		0.16	%

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THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(Dollars in thousands, except per share amounts)

			Three Months Ended
			March 31,
			2001		2000
Interest Income:
Interest and fees on loans			$	208,469	$	180,993
Interest on investments				25,521		26,685
Other interest income				738		503
Total interest income				234,728		208,181
Interest Expense:
Interest on deposits				93,431		77,786
Interest on short-term borrowings				23,245		18,771
Interest on long-term debt				18,214		14,305
Total interest expense				134,890		110,862
Net Interest Income				99,838		97,319
Provision for possible loan losses				9,464		5,547
Net Interest Income After Provision for Possible Loan Losses				90,374		91,772
Noninterest Income:
Service charges on deposit accounts				9,286		9,274
Wealth Management				2,242		2,561
Electronic Banking				1,531		1,282
Mortgage Origination				1,613		1,196
Securities gains (losses), net				1,143		8
Other income				4,635		4,126
Total noninterest income				20,450		18,447
Noninterest Expense:
Salaries and employee benefits				33,911		30,852
Occupancy expense of bank premises, net				8,085		7,301
Furniture and equipment expenses				7,158		6,980
Amortization of intangibles				1,631		1,302
Other expense				15,599		15,683
Total noninterest expense				66,384		62,118
Income from continuing operations before income taxes				44,440		48,101
Applicable income taxes				15,998		17,568
Income from continuing operations				28,442		30,533
Discontinued Operations:
	Income/(Loss) from discontinued operations, net of income taxes of $0 and $(358) for the three months ended March 31, 2001 and 2000			—		(592	)
Net Income			$	28,442	$	29,941
Earnings per share:
	Income from continuing operations:
		Basic and Diluted	$	0.26	$	0.27
	Net Income
		Basic and Diluted	$	0.26	$	0.27

9

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CONDITION (Unaudited)

(Dollars in thousands, except per share amounts)

			March 31,			December 31,			March 31,
			2001			2000			2000
Assets:
Cash and due from banks			$	290,371		$	348,891		$	330,456
Interest-bearing deposits in banks and federal funds sold				7,516			15,855			24,517
Securities available for sale				1,461,208			1,449,386			1,602,881
Investment securities				41,881			44,310			57,246
Mortgage loans held for sale				20,811			9,866			23,291
Loans				9,879,577			9,416,770			8,550,412
Less:
	Allowance for possible loan losses			(113,613	)		(107,165	)		(98,095	)
Loans, net				9,765,964			9,309,605			8,452,317
Premises and equipment, net				184,588			184,831			189,865
Excess of cost over tangible and identified intangible assets acquired, net				93,224			74,393			78,287
Mortgage servicing rights				—			—			86,982
Other real estate owned				9,680			8,928			6,391
Accrued interest and other assets				273,794			281,572			370,718
Total			$	12,149,037		$	11,727,637		$	11,222,951
Liabilities and Shareholders’ Equity:
Deposits			$	8,274,669		$	8,143,017		$	8,129,586
FHLB short-term borrowings				425,000			425,000			350,000
Other short-term borrowings				1,471,356			1,463,328			1,047,134
Subordinated debt				111,865			111,900			112,016
Trust preferred securities				70,000			70,000			70,000
FHLB long-term debt				796,832			547,022			572,364
Other long-term debt				102,324			102,325			134,755
Other liabilities				107,664			108,193			112,131
Total liabilities				11,359,710			10,970,785			10,527,986
Shareholders’ equity:
	Preference Stock $2.50 par value; 1,000,000 shares authorized, none issued			—			—			—
	Common Stock, $2.50 par value; 200,000,000 shares authorized 113,071,807, 113,081,198 and 112,844,273 shares issued at March 31, 2001, December 31, 2000 and March 31, 2000, respectively			282,680			282,703			282,111
		Treasury shares (2,419,251, 2,773,782 and 1,416,876 at March 31, 2001, December 31, 2000 and March 31, 2000, respectively)		(22,973	)		(26,467	)		(13,104	)
	Additional paid in capital			119,832			118,600			118,298
	Retained earnings			405,643			390,442			344,116
	Unearned compensation			(4,924	)		(2,541	)		(3,838	)
	Accumulated other comprehensive income (loss), net of taxes			9,069			(5,885	)		(32,618	)
Total shareholders’ equity				789,327			756,852			694,965
Total			$	12,149,037		$	11,727,637		$	11,222,951

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THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES

AVERAGE VOLUME AND RATES
(Unaudited)

(Dollars in thousands)

			Three Months Ended
			March 31,							December 31,							March 31,
			2001							2000							2000
			Average							Average							Average
			Volume		Interest		Rate			Volume		Interest		Rate			Volume		Interest		Rate
Assets
	Loans, net		$	9,660,125	$	208,439		8.73	%	$	9,234,077	$	210,601		9.08	%	$	8,354,096	$	180,641		8.69	%
	Mortgage loans held for sale			11,987		195		6.51	%		8,631		162		7.51	%		25,736		528		8.21	%
	Investment securities and securities available for sale and other interest-earning assets			1,592,557		26,905		6.76	%		1,541,202		25,491		6.61	%		1,656,234		27,887		6.74	%
	Total interest-earning assets(1)			11,264,669	$	235,539		8.45	%		10,783,910	$	236,254		8.73	%		10,036,066	$	209,056		8.37	%
	Nonearning assets			664,459							721,802							965,925
		Total assets	$	11,929,128						$	11,505,712						$	11,001,991
Liabilities and Shareholders’ Equity:
	Interest-bearing deposits		$	7,116,844	$	93,432		5.32	%	$	6,892,178	$	95,317		5.50	%	$	6,593,888	$	77,786		4.75	%
	Short-term borrowings			1,623,323		23,244		5.81	%		1,683,782		27,899		6.59	%		1,319,528		18,772		5.72	%
	Long-term debt			1,210,291		18,401		6.17	%		945,698		15,305		6.44	%		989,922		15,554		6.32	%
	Total interest-bearing liabilities			9,950,458	$	135,077		5.51	%		9,521,658	$	138,521		5.79	%		8,903,338	$	112,112		5.06	%
	Noninterest-bearing demand deposits			1,100,535							1,147,415							1,290,912
	Other liabilities			108,420							99,532							111,729
	Total liabilities			11,159,413							10,768,605							10,305,979
	Shareholders’ equity			769,715							737,107							696,012
Total liabilities and shareholders’ equity			$	11,929,128						$	11,505,712						$	11,001,991
Rate differential								2.94	%						2.94	%						3.31	%
Net yield on interest-earning assets					$	100,462		3.59	%			$	97,733		3.62	%			$	96,944		3.87	%

(1) Interest earned and average rates on obligations of states and political subdivisions are reflected on a tax equivalent basis. Tax equivalent interest earned is : actual interest earned times 145%. The taxable equivalent adjustment has given effect to the disallowance of interest expense deductions, for federal income tax purposes, related to certain tax-free assets.

Note: Above table of average volume and rates is reflected on Colonial BancGroup, Inc. consolidated basis.

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THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES

NONPERFORMING ASSETS (Unaudited)

(Dollars in thousands)

				March 31,			December 31,			March 31,
				2001			2000			2000
Nonaccrual loans				$	41,209		$	40,624		$	34,937
Restructured loans					1,147			1,161			1,252
	Total nonperforming loans				42,356			41,785			36,189
Other real estate owned and in substance foreclosures					9,680			8,928			6,391
	Total nonperforming assets			$	52,036		$	50,713		$	42,580
Aggregate loans contractually past due 90 days for which interest is being accrued				$	16,739		$	9,841		$	12,693
Net charge-offs:
		Year to date		$	3,583		$	18,508		$	3,444
RATIOS
Period end:
	Total nonperforming assets as a percent of net loans and other real estate				0.53	%		0.54	%		0.50	%
	Allowance as a percent of nonperforming assets				218	%		211	%		230	%
	Allowance as a percent of nonperforming loans				268	%		256	%		271	%
	Net charge-offs as a percent of average net loans (annualized):
			Year to date		0.15	%		0.21	%		0.16	%

	March 31, 2001					December 31, 2000					March 31, 2000
ALLOWANCE FOR POSSIBLE LOAN LOSSES			Percent					Percent					Percent
PERCENT BY CATEGORY	Loans		reserve			Loans		reserve			Loans		reserve
Single Family Real Estate:
Short Term lines of credit secured by real estate loans held for sale	$	644,484		0.25	%	$	376,995		0.25	%	$	185,816		0.25	%
1-4 Family real estate portfolio — held to maturity		2,566,826		0.50	%		2,562,708		0.50	%		2,564,063		0.50	%
Other		6,668,267		1.49	%		6,477,067		1.44	%		5,800,533		1.46	%
Total loans	$	9,879,577		1.15	%	$	9,416,770		1.14	%	$	8,550,412		1.15	%

12

8-K Supplemental

Net Interest Margins

Net interest margins were relatively stable at 3.59% for the first quarter of 2001 compared to 3.62% for the fourth quarter of 2000. The three 50 basis point reductions in the Federal Funds rate by the Federal Reserve during the quarter have had a slightly negative impact on the margin due to the Company’s asset sensitive position in the first three months following rate changes. The Company is liability sensitive after the first three months and therefore should benefit from rate reductions after that time frame. A continuing stream of rate reductions will however postpone a portion of that benefit.

In addition to the rate changes, margins were impacted by the growth in mortgage warehouse lending volumes which have lower margins due to their relatively low credit risk. The growth in warehouse loans resulted in an increase of $676,000 in net interest income for the quarter but caused a 6 basis point reduction in the margin compared to the fourth quarter of 2000.

Loan Growth

Loan growth for the quarter consisted of the following:

		$ Growth (millions)		Annualized %
Mortgage Warehouse Lending		$	268		284	%
Single-family real estate			4		1	%
Regional bank lending			142		9	%
	Total internal growth	$	414		18	%
Branch Acquisition			49
	Total	$	463		20	%

Mortgage warehouse lending consists of a self-contained lending unit that funds mortgage loans held for sale in the secondary market by various independent mortgage

13

companies. With lower mortgage rates, the balances outstanding have grown substantially during the first quarter. Loan growth has slowed somewhat in the regional banks on a seasonal basis as well as due to some slowing of economic activity.

Noninterest Expense

The 7% increase in noninterest expense was primarily from normal salary increases, additional incentive related compensation and increased pension costs.

Discontinued Operations

As noted in prior quarters, in July 2000 the Company decided to exit the mortgage servicing business and discontinue the operations of mortgage servicing as a separate business unit. As of December 31, 2000, all loan transfers were completed and the mortgage servicing rights have been removed from the Company’s balance sheet. In addition, the escrow and custodial deposits related to those servicing rights have been transferred out of Colonial Bank resulting in a $168 million reduction in average noninterest bearing deposits from March 31, 2000 to March 31, 2001. At March 31, 2001 the balance sheet of the Company included approximately $7.4 million in receivables and other advances related to the various transfers of servicing. These receivable and advance balances represent the expected recoverable amounts once all documentation supporting the transferred loans is provided to the new servicer. The anticipated costs of providing the necessary documents have been accrued. However, due to the volume of loans transferred and the costs and complexity in providing certain documentation, the Company’s current estimate of recoverable amounts or costs may be revised for future periods.

Future Earnings Outlook

Federal Funds Rate reductions already executed by the Federal Reserve thus far in 2000 should have a modest benefit over the remainder of 2001 in the net interest margin. Future rate reductions however may postpone a portion of the benefit for Colonial until 2002 due to the Company’s interest rate sensitivity position.

The Company continues to expect the pace of loan growth to slow somewhat in 2001 to a high single digit growth rate in the Company’s banking markets. The Company’s overall growth rate will likely be higher due to the previously discussed growth in mortgage warehouse lending.

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As of March 31, 2001 credit quality remained good – however, the national economic slowdown is providing additional concern over the potential for increased credit losses. Currently the economic conditions in the Company’s growth markets remain strong with only slight softness occurring, primarily, in non-real estate credits.

The net impact of anticipated lower rates, slower loan demand and maintenance of strong loan loss reserves currently result in earnings per share expectations to remain in the $1.10 to $1.15 range for 2001 with cash earnings ranging from $1.13 to $1.18.

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		THE COLONIAL BANCGROUP, INC.
		(Registrant)
Date:	April 17, 2001	/s/ W. Flake Oakley, IV
		BY: W. Flake Oakley
		ITS: Chief Financial Officer

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