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                                                      Registration No. 333-01345


                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C. 20549

                           -------------------------

                         Post Effective Amendment No. 1
                                       TO
                                    FORM S-4

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           -------------------------

                          THE COLONIAL BANCGROUP, INC.

             (Exact name of Registrant as specified in its charter)

         Delaware                     6711                       63-0661573
(State of Incorporation)     (Primary Standard Industrial     (I.R.S. Employer
                             Classification Code Number)     Identification No.)

    One Commerce Street, Suite 800                          (334) 240-5000
      Montgomery, Alabama 36104                             (Telephone No.)
(Address of principal executive offices)                                        

                           -------------------------        

                              W. Flake Oakley, IV
                                   Secretary
                              Post Office Box 1108
                     Montgomery, Alabama 36102 (Name and
                        address of agent for service)

                                   Copies to:

                           Michael D. Waters, Esquire
   
                   Miller, Hamilton, Snider & Odom, L.L.C.
    
                         One Commerce Street, Suite 802
                           Montgomery, Alabama 36104

   
Approximate date of commencement of proposed sale to the public:  July 3, 1996
    

     If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. (  )
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     The Colonial BancGroup, Inc. ("BancGroup") registered 3,055,232 shares of
its Common Stock on Form S-4, registration no. 333-01345, pursuant to the
acquisition of Commercial Bancorp of Georgia, Inc., a Georgia corporation.  A
total of 1,153,236 shares were actually issued in such acquisition on July 3,
1996.  Accordingly, pursuant to the undertaking given by BancGroup in such
registration statement in accordance with Regulation S-K, item 512(a)(3),
BancGroup hereby removes 1,901,996 shares from registration.
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                                   SIGNATURE


     Pursuant to Regulation S-K, item 512(a)(3) and SEC Rule 478(a)(4), the
undersigned registrant hereby executes this post effective amendment to its
registration statement on Form S-4 to remove from registration certain shares
not issued and has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Montgomery, Alabama, on the 19th day of July, 1996.

                                        THE COLONIAL BANCGROUP, INC.



                                        By:       /s/ W. Flake Oakley, IV
                                                  --------------------------
                                                  W. Flake Oakley, IV
                                                  Chief Financial Officer and
                                                  Duly authorized agent for
                                                  service