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^*

COPE CARYN D

(Last)

(First)

(Middle)

2508 GUNSTER ROAD

(Street)

MONTGOMERY

36111

(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)
	Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2005

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	07/28/2005		P		2,150	A	$23.14	62,063	D
Common Stock	07/28/2005		J⁽⁷⁾	V	582	A	$21.09⁽⁸⁾	62,645	D
Preferred Securities, Colonial Capital Trust IV								600	D

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)	$11.5313							12/30/1999⁽¹⁾	12/30/2008	Common Stock	15,000		15,000	D
Incentive Stock Option (right to buy)	$10.5							12/30/2000⁽¹⁾	12/30/2009	Common Stock	20,000		20,000	D
Incentive Stock Option (right to buy)	$12.54							06/18/2001	06/18/2011	Common Stock	4,000		4,000	D
Incentive Stock Option (right to buy)	$14.81							12/28/2002⁽²⁾	12/28/2011	Common Stock	5,000		3,000	D
Incentive Stock Option (right to buy)	$11.75							12/30/2004⁽³⁾	12/30/2012	Common Stock	12,460		2,860	D
Non-Qualified Stock Option (right to buy)	$11.75							12/30/2003	12/30/2012	Common Stock	3,540		3,540	D
Incentive Stock Option (right to buy)	$17.28							12/23/2004⁽⁴⁾	12/23/2013	Common Stock	8,534		534	D
Non-Qualified Stock Option (right to buy)	$17.28							12/23/2004	12/23/2013	Common Stock	1,466		1,466	D
Incentive Stock Option (right to buy)	$21.45							12/28/2005⁽⁵⁾	12/28/2014	Common Stock	6,460		0	D
Non-Qualified Stock Option (right to buy)	$21.45							12/28/2005⁽⁶⁾	12/28/2014	Common Stock	3,540		0	D

Explanation of Responses:

1. Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (100% vested)

2. Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (60% vested)

3. 2,860 options vest on 12/30/2004. The remaining option vest in three equal installments, annually, on 12/30/2005, 12/30/2006, and 12/30/2007.

4. 534 options vest on year from the date of grant. The remaining 8,000 options vest in four equal installments, annually, on 12/23/2005, 12/23/2006, 12/23/2007, and 12/23/2008.

5. 588 option vest on 12/28/2005 and 12/28/2006. 1,284 options vest on 12/28/2007. The remaining 4,000 options vest in two equal installments, annually, on 12/28/2008 and 12/28/2009.

6. 1,412 options vest on 12/28/2005 and 12/28/2006. 716 options vest on 12/28/2007.

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

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

	Caryn D. Cope	07/29/2005
	** 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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