Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
COPE CARYN D
   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
(Last)
(First)
(Middle)
2508 GUNSTER ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
01/20/2005
(Street)

MONTGOMERY, AL 36111		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 01/20/2005   A   30,000 (1) A $ 20 55,981 D  
Common Stock 01/20/2005   J(8) V 48 A $ 20.12 (9) 56,029 D  
Preferred Securities, Colonial Capital Trust IV               600 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $ 11.5313             12/30/1999(2) 12/30/2008 Common Stock 15,000   15,000 D  
Incentive Stock Option (right to buy) $ 10.5             12/30/2000(2) 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(3) 12/28/2011 Common Stock 5,000   3,000 D  
Incentive Stock Option (right to buy) $ 11.75             12/30/2004(4) 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(5) 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(6) 12/28/2014 Common Stock 6,460   0 D  
Non-Qualified Stock Option (right to buy) $ 21.45             12/28/2005(7) 12/28/2014 Common Stock 3,540   0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COPE CARYN D
2508 GUNSTER ROAD
MONTGOMERY, AL 36111		       Chief Credit Officer  

Signatures

 Caryn D. Cope   01/24/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Restricted Stock awarded under the Long Term Incentive Plan. Shares vest 100% on the 5th anniversary of the grant date.
(2) Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (100% vested)
(3) Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (60% vested)
(4) 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.
(5) 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.
(6) 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.
(7) 1,412 options vest on 12/28/2005 and 12/28/2006. 716 options vest on 12/28/2007.
(8) Shares issued through the Colonial BancGroup, Inc. 401K Retirement Plan.
(9) Average purchase price of 401K shares issued throughout the year.

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