8-K

UNITED STATES

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): October 19, 2005

THE COLONIAL BANCGROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	1-13508	63-0661573
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Commerce Street

Montgomery, Alabama 36104

(Address of principal executive offices)

(334) 240-5000

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure.

Information regarding the registrant’s earnings results for the quarter ended September 30, 2005 is furnished herein pursuant to Item 2.02 of this Current Report on Form 8-K and as Regulation FD Disclosure.

Item 9.01    Financial Statements and Exhibits.

The following exhibits are furnished as Regulation FD Disclosure to this Current Report on Form 8-K:

Exhibit No.	Exhibit
99.1	Press Release Announcing Third Quarter Earnings.
99.2	Presentation materials to be used in connection with Colonial BancGroup’s conference call to be held on October 19, 2005.

SIGNATURE

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.
By:	/s/    SHEILA MOODY
	Sheila Moody Chief Accounting Officer

Date: October 19, 2005

EX-99.1

Exhibit 99.1

	PRESS RELEASE
For more information contact:	October 19, 2005
Glenda Allred
(334) 240-5064 or
Sarah Moore
(334) 240-5032

COLONIAL BANCGROUP ANNOUNCES

RECORD EARNINGS PER SHARE OF $0.39, EIGHTH

CONSECUTIVE QUARTER OF MARGIN EXPANSION

THIRD QUARTER 2005 COMPARED WITH THIRD QUARTER 2004:

• Record EPS of $0.39, up 15%

• Net interest income increased 25% on expanded net interest margin – Eighth consecutive quarter of increased margin

• Noninterest income, excluding nonrecurring items, increased 34%

• Strong organic average deposit growth of 17%

• Solid organic period end loan growth of 9.7%

• Continued outstanding credit quality - Nonperforming Assets Ratio of 0.24%; Net Charge-Offs of 0.10%, annualized

MONTGOMERY, AL — The Colonial BancGroup, Inc. Chairman, CEO and President, Robert E. Lowder, announced today that the Company had record earnings for the quarter ended September 30, 2005 of $0.39 per diluted share, a 15% increase over the $0.34 recorded for the third quarter of 2004. Net income for the quarter was a record $61.3 million, a 34% increase over the $45.7 million recorded in the third quarter of 2004. For the nine months ended September 30, 2005, earnings per diluted share were $1.15 compared to $0.98, a 17% increase over the corresponding period of the prior year. The Company earned net income of $171

1

million in the first nine months of 2005 compared to $128 million for the same period of the prior year, a 34% increase.

“I am pleased to report record earnings in the third quarter. Our strong results demonstrate that our strategies of locating in high growth markets and sticking to our conservative lending philosophy are paying off for our shareholders,” said Mr. Lowder.

Colonial’s net interest income for the quarter and the nine months ended September 30, 2005 increased 25% over the corresponding periods in the prior year. Net interest margin increased to 3.83%, a 19 basis point increase over the third quarter of 2004 and a five basis point increase over the second quarter of 2005, representing the eighth consecutive quarter of net interest margin expansion.

The bank’s average deposits, excluding brokered deposits, grew internally by $581 million, or 18% annualized, from the second quarter of 2005, and by $1.9 billion, or 17%, from the third quarter of 2004. Total deposits at period end increased by $3.9 billion, or 34% ($1.8 billion, or 16%, excluding acquisitions, sale of branches and brokered deposits) from September 30, 2004. “Colonial’s retail franchise accelerated its deposit generating momentum in the third quarter. I am particularly pleased with our Florida franchise which grew average deposits by 23%, annualized, over the second quarter. This excludes any impact from acquisitions,” said Mr. Lowder.

Total loans, excluding mortgage warehouse loans, grew $333 million, or 9.6% annualized, from June 30, 2005 to September 30, 2005 and grew organically $1.1 billion, or 9.7%, from September 30, 2004 to September 30, 2005. Mortgage warehouse loans decreased $186 million from June 30, 2005 to September 30, 2005 as a result of sales of loans to a third party commercial paper conduit. Colonial’s nonperforming assets ratio was 0.24% compared to 0.20% at June 30, 2005 and 0.33% at September 30, 2004. Annualized net charge-offs were 0.10% of average loans for the third quarter of 2005. The allowance for loan losses was 1.14% of total loans and represented 468% of nonperforming assets at September 30, 2005.

2

“Credit quality continues to be a hallmark of Colonial with another quarter of excellent credit quality metrics. We believe it is important to never loosen underwriting standards, even during good times, but especially with the current uncertainties in the economy,” said Mr. Lowder.

Colonial’s noninterest income for the third quarter of 2005, excluding securities gains and losses, grew 34% over the same period in 2004. “Our relationship building and income diversification efforts are reflected in the increase in noninterest income. We are very pleased to have marked improvement in revenues from financial planning services, and mortgage origination activities and an increase in mortgage warehouse fees,” said Mr. Lowder.

Noninterest expense, excluding net losses related to the early extinguishment of debt and merger related expenses, was $131.5 million in the current quarter which was a $7.4 million increase over the second quarter of 2005. The third quarter reflected the first full quarter of expenses from the First Federal Savings Bank of Lake County (FFLC) acquisition, additional expenses for advertising, new hires in retail mortgage banking and financial planning services, incentive compensation, commissions paid for increased revenues and other operating expenses.

Colonial BancGroup, with over $21 billion in assets, operates 310 branches in Florida, Alabama, Georgia, Nevada and Texas. The Company’s common stock is traded on the New York Stock Exchange under the symbol CNB. In most newspapers the stock is listed as ColBgp.

Colonial management will host a conference call on October 19, 2005 at 3:00 PM/ET to discuss the earnings results for the third quarter. Individuals are encouraged to listen to the live webcast of the presentation as well as view a slide presentation by visiting Colonial’s web site at www.colonialbank.com. The webcast will be hosted under “Conference Calls and Presentations” located under the “Investor Relations” section of the website. To participate in the Q&A session of the conference call dial (888) 208-1812 (Leader: Glenda Allred). A replay

3

of the conference call will be available beginning at 6:00 PM/ET on October 19, 2005 and ending at midnight on October 26, 2005 by dialing (719) 457-0820 (Passcode: 3025141).

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 or implied by the 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 2005 and beyond; (ii) increases in competitive pressure in the banking industry; (iii) general economic conditions, either internationally, nationally or regionally, that are less favorable than expected; (iv) expected cost savings from recent and future acquisitions are not fully realized; (v) changes in the interest rate environment which may reduce margins; (vi) management’s assumptions regarding allowance for loan losses may not be borne by subsequent events; (vii) changes which may occur in the regulatory environment and (viii) other factors more fully discussed in our periodic reports filed with the Securities and Exchange Commission. When used in this Report, the words “believes,” “estimates,” “plans,” “expects,” “should,” “may,” “might,” “outlook,” “anticipates” and similar expressions as they relate to BancGroup (including its subsidiaries) or its management are intended to identify forward-looking statements. Forward-looking statements speak only as to the date they are made. BancGroup does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

4

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS (Unaudited)

Statement of Condition Summary (Dollars in millions)	Sept 30, 2005		June 30, 2005		Sept 30, 2004		% Change Sept 30, ‘04 to ‘05
Total assets	$	21,115	$	20,984	$	18,191	16	%
Total loans, net:
Mortgage warehouse loans		527		713		1,051	-50	%
All other loans		14,197		13,864		11,511	23	%
Securities available for sale and investment securities		2,970		3,081		3,527	-16	%
Non-time deposits		8,949		8,887		7,339	22	%
Total deposits		15,266		14,147		11,380	34	%
Shareholders’ equity		1,902		1,920		1,374	38	%

	Nine Months Ended						% Change Sept 30, ‘04 to ‘05		Three Months Ended						% Change Sept 30, ‘04 to ‘05
Earnings Summary (In thousands, except per share amounts)	Sept 30, 2005			Sept 30, 2004					Sept 30, 2005			Sept 30, 2004
Net Income:
Net interest income	$	532,080		$	426,577		25	%	$	188,015		$	149,835		25	%
Provision for loan losses		20,946			21,606		-3	%		6,007			7,153		-16	%
Noninterest income excluding security (losses)gains and gain on sale of branches		123,278			96,590		28	%		43,884			32,693		34	%
Security (losses)gains, net		(4,642	)		7,417		-163	%		—			367		-100	%
Gain on sale of branches		9,608			—		—			—			—		—
Noninterest expense excluding net losses related to extinguishment of debt and merger related expenses		368,739			306,738		20	%		131,463			105,879		24	%
Merger related expenses		3,822			1,934		98	%		613			662		-7	%
Net losses related to the early extinguishment of debt		9,550			6,183		54	%		1,673			—		—
Net Income	$	171,240		$	128,121		34	%	$	61,275		$	45,673		34	%
EARNINGS PER SHARE:
Net Income
Basic	$	1.16		$	0.98		18	%	$	0.40		$	0.34		18	%
Diluted	$	1.15		$	0.98		17	%	$	0.39		$	0.34		15	%
Average shares outstanding		147,450			130,267					153,721			133,568
Average diluted shares outstanding		149,171			131,405					155,510			134,730
KEY RATIOS:
Net interest margin		3.78	%		3.61	%	5	%		3.83	%		3.64	%	5	%
Book value per share	$	12.34		$	10.28		20	%	$	12.34		$	10.28		20	%
Dividends paid per share	$	0.4575		$	0.4350		5	%	$	0.1525		$	0.1450		5	%

	Sept 30, 2005		June 30, 2005		Sept 30, 2004
Asset Quality
Allowance as a percent of net loans	1.14	%	1.14	%	1.17	%
Total non-performing assets ratio	0.24	%	0.20	%	0.33	%
Allowance as a percent of nonperforming assets	468	%	563	%	353	%
Net charge-offs ratio:
Quarter to date (annualized)	0.10	%	0.15	%	0.23	%
Year to date (annualized)	0.15	%	0.18	%	0.22	%

5

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

																Nine Months Ended
Earnings Summary (Dollars in thousands, except per share amounts)	3rd Qtr. 2005			2nd Qtr. 2005			1st Qtr. 2005			4th Qtr. 2004			3rd Qtr. 2004			Sept 30, 2005			Sept 30, 2004
Net interest income	$	188,015		$	177,423		$	166,642		$	157,939		$	149,835		$	532,080		$	426,577
Provision for loan loss		6,007			9,010			5,929			5,388			7,153			20,946			21,606
Noninterest income:
Service charges on deposit accounts		15,325			14,827			13,632			14,220			15,033			43,784			44,247
Financial planning services		3,600			3,129			3,892			3,233			3,030			10,621			10,137
Electronic banking		3,890			3,927			3,499			3,455			3,157			11,316			9,149
Mortgage banking		4,456			2,940			2,021			1,908			2,162			9,417			6,525
Mortgage warehouse fees		4,523			3,919			783			330			289			9,225			914
Securities gains(losses), net		—			(3,487	)		(1,155	)		127			367			(4,642	)		7,417
Gain on sale of branches		—			9,608			—			—			—			9,608			—
Bank-owned life insurance		3,621			3,456			3,404			3,419			2,335			10,481			6,842
Other income (2)		8,469			11,442			8,523			7,328			6,687			28,434			18,776
Total noninterest income		43,884			49,761			34,599			34,020			33,060			128,244			104,007
Noninterest expense:
Salaries and employee benefits		70,204			64,905			60,988			57,603			55,509			196,097			160,492
Occupancy expense of bank premises, net		15,775			15,033			13,815			14,742			13,304			44,623			37,633
Furniture and equipment expense		11,456			10,723			9,714			9,700			9,858			31,893			28,600
Professional services		5,487			5,254			4,435			6,436			4,296			15,176			12,920
Amortization of intangibles		2,970			3,186			2,305			1,926			1,925			8,461			4,438
Advertising		3,591			2,694			2,228			1,982			2,019			8,513			6,495
Merger related expenses		613			2,071			1,138			65			662			3,822			1,934
Net losses related to the early extinguishment of debt		1,673			5,587			2,290			1,253			—			9,550			6,183
Other expense		21,980			22,294			19,702			21,308			18,968			63,976			56,160
Total noninterest expense		133,749			131,747			116,615			115,015			106,541			382,111			314,855
Income before tax		92,143			86,427			78,697			71,556			69,201			257,267			194,123
Income tax		30,868			28,953			26,206			24,329			23,528			86,027			66,002
Net Income	$	61,275		$	57,474		$	52,491		$	47,227		$	45,673		$	171,240		$	128,121
Earnings per share - Diluted
Net Income	$	0.39		$	0.38		$	0.37		$	0.35		$	0.34		$	1.15		$	0.98
Selected ratios
Return on average assets*		1.14	%		1.12	%		1.09	%		1.01	%		1.02	%		1.12	%		1.00	%
Return on average equity*		12.76	%		12.93	%		14.02	%		13.60	%		13.74	%		13.18	%		13.64	%
Efficiency ratio(1)		56.87	%		56.97	%		56.37	%		59.18	%		58.23	%		56.75	%		58.84	%
Noninterest income(1)/ avg assets*		0.81	%		0.85	%		0.74	%		0.73	%		0.73	%		0.80	%		0.76	%
Noninterest expense(1)/ avg assets*		2.47	%		2.45	%		2.33	%		2.45	%		2.40	%		2.42	%		2.41	%
Net interest margin		3.83	%		3.78	%		3.72	%		3.68	%		3.64	%		3.78	%		3.61	%
Equity to assets		9.01	%		9.15	%		8.13	%		7.37	%		7.55	%
Tier one leverage		7.26	%		7.59	%		7.38	%		7.14	%		7.26	%
Tangible capital ratio		5.78	%		5.93	%		5.48	%		5.40	%		5.51	%

(1) Noninterest income excludes gains(losses) on sale of securities and gain on sale of branches. Noninterest expense excludes net losses related to the early extinguishment of debt.

(2) Other income includes nonrecurring gains on the sale of properties held for sale and certain other assets totalling $84,000, $2.8 million, $486,000 and $1.7 million in the 3rd quarter of 2005, the 2nd quarter of 2005, the 1st quarter of 2005 and the 4th quarter of 2004, respectively.

* Annualized

6

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CONDITION (Unaudited)

STATEMENTS OF CONDITION (2) (Dollars in thousands)	Sept 30, 2005			June 30, 2005			Mar 31, 2005			Dec 31, 2004			Sept 30, 2004
Assets:
Cash and due from banks	$	427,263		$	413,885		$	413,969		$	334,470		$	335,836
Interest-bearing deposits in banks, federal funds sold & securities purchased under agreements to resell		715,674			689,303			529,522			269,898			273,723
Securities available for sale and investment securities		2,969,998			3,080,567			3,694,604			3,653,554			3,527,018
Loans held for sale		799,970			751,231			648,643			678,496			508,317
Total loans, net:
Mortgage warehouse loans		526,967			713,254			663,619			1,114,923			1,050,990
All other loans		14,196,682			13,864,136			12,759,922			11,742,888			11,511,363
Less: Allowance for loan losses		(168,324	)		(166,050	)		(153,634	)		(148,802	)		(147,058	)
Loans, net		14,555,325			14,411,340			13,269,907			12,709,009			12,415,295
Premises and equipment, net		304,894			299,772			278,791			270,236			268,249
Intangible assets, net		723,425			716,903			560,522			394,140			392,560
Bank owned life insurance		342,380			338,820			335,353			315,739			212,290
Accrued interest and other assets		275,998			282,487			269,898			271,608			258,011
Total Assets	$	21,114,927		$	20,984,308		$	20,001,209		$	18,897,150		$	18,191,299
Liabilities and Shareholders’ Equity:
Non-interest bearing transaction accounts	$	3,166,273		$	3,114,321		$	2,958,496		$	2,468,529		$	2,367,167
Interest-bearing transaction accounts		5,782,269			5,772,340			5,308,417			5,077,509			4,971,473
Total non-time deposits		8,948,542			8,886,661			8,266,913			7,546,038			7,338,640
Time deposits		6,317,252			5,260,074			4,713,230			4,315,645			4,041,032
Total deposits		15,265,794			14,146,735			12,980,143			11,861,683			11,379,672
Short-term borrowings		1,659,174			3,083,688			3,009,567			3,258,935			3,040,713
Long-term debt		2,193,317			1,750,994			2,291,977			2,271,758			2,332,073
Other liabilities		94,218			83,258			94,325			111,159			65,054
Total liabilities		19,212,503			19,064,675			18,376,012			17,503,535			16,817,512
Total shareholders’ equity		1,902,424			1,919,633			1,625,197			1,393,615			1,373,787
Total Liabilities and Shareholders’ Equity	$	21,114,927		$	20,984,308		$	20,001,209		$	18,897,150		$	18,191,299
Common Shares Issued		155,550,888			155,336,221			145,627,339			133,823,776			133,617,232
Common Shares Outstanding		154,190,961			155,336,221			145,627,339			133,823,776			133,617,232

(2) Certain reclassifications have been made to prior period amounts to conform to current presentations.

7

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES

	Three Months Ended
AVERAGE VOLUME AND RATES (1) (unaudited) (Dollars in thousands)	Sept 30, 2005						June 30, 2005						Sept 30, 2004
	Average Volume		Interest		Rate		Average Volume		Interest		Rate		Average Volume		Interest		Rate
Assets:
All other loans, net of unearned income(3)	$	13,912,490	$	238,124	6.80	%	$	13,277,037	$	214,624	6.48	%	$	11,344,719	$	160,229	5.62	%
Mortgage warehouse loans		758,549		10,919	5.71	%		692,234		8,764	5.08	%		1,035,679		10,544	4.05	%
Loans held for sale(3)		1,011,722		14,410	5.65	%		628,435		8,073	5.13	%		468,791		5,018	4.26	%
Investment securities and securities available for sale(3)		3,035,280		34,589	4.56	%		3,776,556		43,223	4.58	%		3,496,493		39,744	4.55	%
Other interest-earning assets		841,131		10,454	4.93	%		444,756		4,799	4.33	%		119,261		807	2.69	%
Total interest-earning assets(2)		19,559,172	$	308,496	6.27	%		18,819,018	$	279,483	5.95	%		16,464,943	$	216,342	5.24	%
Nonearning assets(3)		1,853,244						1,743,684						1,265,714
Total assets	$	21,412,416					$	20,562,702					$	17,730,657
Liabilities and Shareholders’ Equity:
Interest-bearing non-time deposits	$	5,801,845	$	25,747	1.76	%	$	5,477,064	$	19,729	1.44	%	$	4,913,023	$	11,709	0.95	%
Time deposits		5,881,314		50,536	3.41	%		5,000,161		38,720	3.11	%		4,002,410		25,044	2.49	%
Short-term borrowings		2,769,154		22,359	3.20	%		2,930,500		19,797	2.71	%		2,822,341		9,780	1.38	%
Long-term debt(3)		1,834,780		21,482	4.65	%		2,261,021		23,443	4.16	%		2,289,851		19,543	3.40	%
Total interest-bearing liabilities		16,287,093	$	120,124	2.93	%		15,668,746	$	101,689	2.60	%		14,027,625	$	66,076	1.87	%
Noninterest-bearing demand deposits		3,102,800						3,011,366						2,275,652
Other liabilities(3)		116,976						99,187						104,620
Total liabilities		19,506,869						18,779,299						16,407,897
Shareholders’ equity		1,905,547						1,783,403						1,322,760
Total liabilities and shareholders’ equity	$	21,412,416					$	20,562,702					$	17,730,657
Rate differential					3.34	%					3.35	%					3.37	%
Net yield on interest-earning assets			$	188,372	3.83	%			$	177,794	3.78	%			$	150,266	3.64	%

(1) Certain reclassifications have been made to prior period amounts to conform to current presentations.

(2) 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.

(3) Unrealized gains(losses) on available for sale securities and the adjustments for mark to market valuations on hedged assets and liabilities have been classified in either nonearning assets or other liabilities. All quarters presented reflect this presentation.

8

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES

	Nine Months Ended September 30,
AVERAGE VOLUME AND RATES (1)	2005						2004
(unaudited) (Dollars in thousands)	Average Volume		Interest		Rate		Average Volume		Interest		Rate
Assets
All other loans, net of unearned income(3)	$	13,141,515	$	639,215	6.50	%	$	10,959,787	$	453,935	5.53	%
Mortgage warehouse loans		806,168		31,050	5.15	%		1,013,169		30,426	4.01	%
Loans held for sale(3)		787,729		32,014	5.43	%		443,810		15,986	4.81	%
Investment securities and securities available for sale(3)		3,547,781		121,567	4.57	%		3,339,372		113,643	4.54	%
Other interest-earning assets		540,759		18,397	4.55	%		83,426		1,298	2.08	%
Total interest-earning assets(2)		18,823,952	$	842,243	5.98	%		15,839,564	$	615,288	5.19	%
Nonearning assets(3)		1,705,727						1,203,669
Total assets	$	20,529,679					$	17,043,233
Liabilities and Shareholders’ Equity:
Interest bearing non-time deposits	$	5,497,785	$	59,804	1.45	%	$	4,501,674	$	30,038	0.89	%
Time deposits		5,145,257		120,738	3.14	%		3,959,890		73,643	2.48	%
Short-term borrowings		2,984,635		60,803	2.72	%		2,833,477		23,914	1.13	%
Long-term debt(3)		2,134,492		67,689	4.24	%		2,259,352		59,699	3.53	%
Total interest-bearing liabilities		15,762,169	$	309,034	2.62	%		13,554,393	$	187,294	1.85	%
Noninterest-bearing demand deposits		2,921,170						2,126,480
Other liabilities(3)		109,058						107,314
Total liabilities		18,792,397						15,788,187
Shareholders’ equity		1,737,282						1,255,046
Total liabilities and shareholders’ equity	$	20,529,679					$	17,043,233
Rate differential					3.36	%					3.34	%
Net yield on interest-earning assets			$	533,209	3.78	%			$	427,994	3.61	%

(1) Certain reclassifications have been made to prior period amounts to conform to current presentations.

(2) 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.

(3) Unrealized gains(losses) on available for sale securities and the adjustments for mark to market valuations on hedged assets and liabilities have been classified in either nonearning assets or other liabilities. All quarters presented reflect this presentation.

9

THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES

NONPERFORMING ASSETS (unaudited)

NONPERFORMING ASSETS (Dollars in thousands)	Sept 30, 2005			June 30, 2005			Mar 31, 2005			Dec 31, 2004			Sept 30, 2004
Nonaccrual loans	$	28,814		$	23,845		$	28,996		$	26,983		$	32,159
Restructured loans		164			173			182			191			233
Total nonperforming loans		28,978			24,018			29,178			27,174			32,392
Other real estate owned		5,747			4,245			8,229			9,865			9,286
Loans held for sale		1,225			1,225			1,262			—			—
Total nonperforming assets	$	35,950		$	29,488		$	38,669		$	37,039		$	41,678
Aggregate loans contractually past due 90 days for which interest is being accrued	$	7,042		$	6,720		$	5,651		$	8,096		$	11,627
Total charge-offs	$	22,715		$	17,523		$	10,529		$	29,811		$	24,853
Total recoveries		(6,668	)		(5,210	)		(3,514	)		(6,213	)		(4,899	)
Net charge-offs:
Year to date	$	16,047		$	12,313		$	7,015		$	23,598		$	19,954
Quarter to date	$	3,734		$	5,298		$	7,015		$	3,644		$	7,095
RATIOS
Period end:
Total nonperforming assets as a percent of net loans and other nonperforming assets		0.24	%		0.20	%		0.29	%		0.29	%		0.33	%
Allowance as a percent of nonperforming assets		468	%		563	%		397	%		402	%		353	%
Allowance as a percent of nonperforming loans		581	%		691	%		527	%		548	%		454	%
Net charge-offs as a percent of average net loans:
Quarter to date (annualized)		0.10	%		0.15	%		0.21	%		0.12	%		0.23	%
Year to date (annualized)		0.15	%		0.18	%		0.21	%		0.19	%		0.22	%

10

EX-99.2

Exhibit 99.2

Third Quarter 2005 Earnings Overview

IT’S JUST THE BEGINNING

Forward Looking Statements

This Presentation contains “forward-looking statements” within the meaning of the federal securities laws. The forward-looking statements in the presentation are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the 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 plan for 2005 and beyond, including, but not limited to, an inability to maintain asset quality, meet targeted non-performing asset levels, and meet targeted returns on assets; (ii) increases in competitive pressure in the banking industry; (iii) general economic conditions, either nationally or regionally, that are less favorable than expected; (iv) changes which may occur in the regulatory environment and (v) other factors which are more fully described in our periodic filing with the Securities and Exchange Commission. When used in this presentation, 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. Forward-looking statements speak only as to the date they are made. BancGroup does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

IT’S JUST THE BEGINNING

1

Overview

Record Earnings in 3Q 2005

Net Income of $61.3 million; up 34% over 3Q 2004 EPS of $0.39; up 15% over 3Q 2004

Strong increase in revenues1 up 27% over 3Q 2004

8th consecutive quarter of expanded Net Interest Margin

Net Interest Income increased 25% over 3Q 2004; 6% over 2Q05 Noninterest Income1 increased 34% over 3Q 2004; 7% over 2Q05

Solid Internal Loan Growth2 of 9.7% over prior year, 9.6% annualized from the end of 2Q

Outstanding Deposit Growth3

Average Deposits grew internally 17% from the 3Q04; 18% annualized over 2Q 2005 Florida Franchise had 26% internal growth in period-end deposits from September 30, 2004

1Excluding nonrecurring items

2Excluding Mortgage Warehouse Lending, acquisitions and sale of branches 3Excluding acquisitions, sale of branches and brokered deposits

IT’S JUST THE BEGINNING

2

Overview (cont’d)

Excellent Credit Quality

Nonperforming Assets Ratio at a very low level of 0.24%

Excellent net charge off history; 0.10%* for the quarter and 0.15%* YTD

Balance Sheet Transactions

Prepaid $30 million in long-term debt, recognized losses of $1.7 million

Sold another $500 million in mortgage warehouse assets to a third party commercial paper conduit Completed an accelerated share repurchase of 1,359,927 shares of common stock or 0.88% of the outstanding shares at June 30, 2005.

*Annualized

IT’S JUST THE BEGINNING

3

In the Right Places

Colonial is in four of the fastest growing states in the country 70%* of Total Deposits are in Florida, Georgia, Texas and Nevada 57%* of Total Deposits are in Florida Projected population growth from 2005-2010 is expected to be 10.5%

* At 9/30/05

IT’S JUST THE BEGINNING

4

Florida Franchise

Entered Florida in July of 1996

Began Florida franchise with $232 million in assets, 8 branches in Orlando

Florida at 9/30/05:

57% of Deposits in Florida – Total Deposits of $8.7 Billion 55% of Assets in Florida – Total Assets of $11.7 Billion 51% of Branches in Florida – Total Branches – 158

Strong loan and deposit growth

YTD loan growth, excluding acquisitions and mortgage warehouse, 14% annualized YTD deposit growth, excluding acquisitions, 25%, annualized; 26% year-over-year

IT’S JUST THE BEGINNING

5

Florida Franchise and Current Population

CENTRAL FLORIDA

Assets = $3.1 Billion Deposits = $2.8 Billion 59 Branches

MORTGAGE WHSE.

Assets = $2.2 Billion Deposits = $628 Million

SOUTH FLORIDA

Assets = $3.1 Billion Deposits = $2.7 Billion 45 Branches

FLORIDA WEST COAST

Assets = $2.9 Billion Deposits = $2.5 Billion 53 Branches

PANHANDLE

Assets = $381 Million Deposits = $62 Million 1 Branch

Current Population 2,500,000

500,000

100,000

Current Branches at 9/30/05

Planned Branches through 12/31/05

6

Earnings Per Share

(diluted) $1.33 $1.16 $1.20 $1.15 $1.06 $1.00 $0.98 $0.39 $0.34

11%

17% 3% 9% 6%

15%

2000 2001 2002 2003 2004

Sept. YTD 04

Sept. YTD 05

3Q04 3Q05

IT’S JUST THE BEGINNING

7

Net Income

($ in millions) $175 $171 $150 $140 $128 $122 $115

17% 34% 7% 15% 6% $61 $46

34%

2000 2001 2002 2003 2004

Sept. YTD 04

Sept. YTD 05

3Q04

3Q05

IT’S JUST THE BEGINNING

8

Net Interest Income

($ in millions) $585 $532 $507 $461 $422 $427 $400 $188 $150

15%

10% 25% 9% 6%

25%

2000 2001 2002 2003 2004

Sept. YTD 04

Sept. YTD 05

3Q04

3Q05

IT’S JUST THE BEGINNING

9

Net Interest Income

Net Interest Income increased 25% over 3Q04 and 6% over 2Q05

Overall Average Earning Assets increased $740 million over 2Q05; yield up 32 bps

Loans comprised 75% of Average Earning Assets in 3Q05

77% of loans are adjustable or variable rate

Securities comprised 16% of average earning assets in the quarter and 15% at period end

Strong Average Deposit Growth replaced Costly Wholesale Borrowings

Average Deposits increased $1.3 billion or 9.6% linked quarter; internal growth in average deposits 1 was $581 million or 18% annualized for the quarter Deposits comprised 76% of average funding in 3Q05 vs. 72% in 2Q05

Cost of Interest Bearing Deposits was 119 bps less than the Rate on Average Wholesale Borrowings in 3Q05

Cost of interest bearing non-time deposits was 144 bps less than the average rate on short-term borrowings Cost of time deposits was 124 bps less than the average rate on long-term debt

1 Excluding acquisitions, sale of branches and brokered deposits

IT’S JUST THE BEGINNING

10

Average Deposits

($ in millions) $8,435 $8,075 $8,734 $9,419 $10,862

4%

4%

8%

15% $10,588 $13,564 $14,786

$13,489

28%

16% 1

38%*

18% 1*

2000 2001 2002 2003 2004

Sept. YTD 04

Sept. YTD 05

2Q05

3Q05

1 Excluding acquisitions, sale of branches, and brokered deposits *Annualized

IT’S JUST THE BEGINNING

11

Net Interest Margin Improvement

4.00% 3.90% 3.80% 3.70% 3.60% 3.50% 3.40% 3.30%

3.83% 3.78% 3.72% 3.68% 3.64% 3.58% 3.60% 3.53% 3.43%

3Q03 4Q03 1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 3Q05

IT’S JUST THE BEGINNING

12

Net Interest Margin

NIM up 5 bps to 3.83% in 3Q05 from 3.78% in 2Q05

8th Consecutive Quarter of NIM Expansion

NIM expansion was primarily driven by the deleveraging transaction completed in the 2Q05 which was partially offset by the increase in average mortgage warehouse related assets which have less spread than other lending activities

Average Earning Asset Growth of $740 million was funded with deposit growth of $1.3 billion

IT’S JUST THE BEGINNING

13

Credit Quality

Nonperforming Assets ratio was 0.24% at September 30, 2005

Net Charge-Off Ratio was 0.10%* for the quarter and 0.15%* for the nine months ended 9/30/05

Provision exceeded net charge-offs in 3Q05 and YTD05

Past dues > 30 days were 0.58% of net loans, up slightly from 0.45% at 6/30/05

Allowance for loan losses was 1.14%, or 468% of nonperforming assets

*Annualized

IT’S JUST THE BEGINNING

14

Noninterest Income

($ in millions)

3Q05 2Q05 $ Change % Change

Service charges on deposit accounts $15.3 $14.8 $0.5 3%

Financial planning services 3.6 3.1 0.5 16%

Electronic banking 3.9 3.9 0.0 0%

Mortgage banking 4.5 2.9 1.6 55%

Mortgage warehouse fees 4.5 3.9 0.6 15%

Bank-owned life insurance 3.6 3.5 0.1 3%

Other income (2) 8.5 11.6 (3.1) -27%

43.9 43.7 0.2 0%

Securities (losses)gains, net 0.0 (3.5) 3.5

Gain on sale of branches 0.0 9.6 (9.6)

Total Noninterest Income $43.9 $49.8 ($5.9) -12%

Noninterest Income to Average Assets (1) 0.81% 0.85%

Noninterest Income to Total Revenue (1) 18.9% 19.8%

(1) Excluding net losses on sales of securities and gain on sale of branches (2) Includes nonrecurring gains of $84,000 in 3Q05 and $2.8 million in 2Q05.

IT’S JUST THE BEGINNING

15

Noninterest Expense

($ in millions)

3Q05 2Q05 $ Change % Change

Salaries and employee benefits $70.2 $64.9 $5.3 8%

Occupancy expense of bank premises, net 15.8 15.1 0.7 5%

Furniture and equipment expense 11.4 10.7 0.7 7%

Professional Services 5.5 5.2 0.3 6%

Amortization of intangibles 3.0 3.2 (0.2) -6%

Advertising 3.6 2.7 0.9 33%

Other expense 22.0 22.3 (0.3) -1%

131.5 124.1 7.4 6%

Merger related expenses 0.6 2.1 (1.5)

Net losses related to the early extinguishment of debt 1.7 5.6 (3.9)

Total Noninterest Expense $133.8 $131.8 $2.0 2%

Efficiency Ratio (1) 56.87% 56.97%

Noninterest Expense to Average Assets (2) 2.47% 2.45%

(1) Noninterest income excludes net losses on sale of securities and gain on sale of branches. Noninterest expense excludes losses related to the early extinguishment of debt.

(2) Excludes net losses related to the early extinguishment of debt

IT’S JUST THE BEGINNING

16

Outlook

Sale of 13 branches in Northwest Alabama is expected to close in November 2005. The Company expects to sell approximately $375 million in deposits and $50 million in loans.

Net interest margin is expected to increase modestly in the fourth quarter of 2005 Asset quality is expected to remain excellent for 2005 Continued good deposit growth and solid loan growth for the remainder of the year

Diluted earnings per share is expected to be in line with street mean estimate of $1.53 for 2005

There are a number of uncertainties that would impact the expectations noted above, including the overall strength of the economy and changes in market rates.

IT’S JUST THE BEGINNING

17

Supplemental

IT’S JUST THE BEGINNING

18

Deposits and Assets by State—9/30/05

Deposits

Florida 57%

Corporate 5%

Nevada 4%

Texas 4%

Georgia 5%

Alabama 25%

Assets

Florida 55%

Nevada 4%

Texas 6%

Georgia 6%

Corporate 10%

Alabam

a 19%

IT’S JUST THE BEGINNING

19

Growing Retail Franchise – Branches by State

At 9/30/05

FL 158

51%

34%

TX 12

NV 13

GA 21

AL 106

Planned Branch Activity for the remainder of 2005:

New Branches:

Florida—2 Texas -1

Planned Alabama Branch Sale: 13

Projected to 12/31/05

FL 160

53%

31%

AL 93

TX 13

NV 13

GA 21

IT’S JUST THE BEGINNING

20

Superior Projected Population Growth

2005—2010 Population Growth

Colonial BancGroup, Inc. 10.46 %

Compass Bancshares, Inc. 9.74

South Financial Group, Inc. 8.66

SunTrust Banks, Inc. 8.62

Wachovia Corporation 8.51

Synovus Financial Corp. 7.17

Bank of America Corporation 6.58

BB&T Corporation 6.58

AmSouth Bancorporation 6.05

Regions Financial Corporation 5.79

First Horizon National Corporation 5.40

Fifth Third Bancorp 4.60

Trustmark Corporation 4.13

Whitney Holding Corporation 3.45

BancorpSouth, Inc. 3.23

Median 6.58 %

Low 3.23

High 10.46

Source: SNL Financial. Deposit data as of 6/30/04.

Population growth deposit weighted.

IT’S JUST THE BEGINNING

21

Loan Portfolio Distribution

($ in millions)

Period-end Balance 6/30/05 Mortgage Warehouse Securitization Internal Growth Period-end Balance 9/30/05

Commercial real estate and construction $9,462 $- $232 $9,694

Single-family real estate 2,324 - 88 2,412

Other loans 1,464 - 6 1,470

Home equity lines 614 - 7 621

Total $13,864 $- $333 $14,197

Mortgage warehouse lending $713 $(187) $1 $527

Loans held for sale $751 $(313) $362 $800

IT’S JUST THE BEGINNING

22

NPAs Consistently Below Industry

(as originally reported)

All FDIC insured commercial banks (as of 6/30/05)

Colonial BancGroup

4.50%

4.00%

3.50%

3.00%

2.50%

2.00%

1.50%

1.00%

0.50%

0.00%

1.17%1.25%

0.85% 0.78% 0.84%

0.71% 0.78% 0.60% 0.55% 0.64% 0.65% 0.54%

0.29% 0.29%

0.24% 0.20%

‘92 ‘93 ‘94 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04 1Q05 2Q05 3Q05

IT’S JUST THE BEGINNING

23

Net Charge-Offs/Average Loans

All FDIC Insured Commercial Banks Southern Regionals* Colonial BancGroup

1.60%

1.40%

1.20%

1.00%

0.80%

0.60%

0.40%

0.20%

0.00%

0.51% 0.47%

0.33%

0.28%0.29%0.31%

0.23%0.23%0.21%0.21% 0.21% 0.19% 0.13% 0.18% 0.15% 0.09% 0.10%

‘91 ‘92 ‘93 ‘94 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04 1Q051 2Q05 1 3Q05 1

1 Annualized *Source: Sandler O’Neill & Partners

IT’S JUST THE BEGINNING

24

Balance Sheet Growth & Mix Contribute Favorably to Interest Rate Risk

(as of 9/30/05 or as reported 3rd Quarter of 2005)

77% of loan portfolio is variable or adjustable rate

Loans, excluding mortgage warehouse, grew 10%1 annualized from 12/31/04

Loan yields, excluding mortgage warehouse, up 32 bps over 2Q

Securities represented 15% of earning assets at 9/30/05

Average deposits grew 18%1 annualized from 2Q05; 16%1 year-over-year

Total Deposit Mix: 59%—Non-time; 21%—Noninterest Bearing DDA

1Excluding acquisitions, branch sale and brokered deposits

IT’S JUST THE BEGINNING

25