Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
MOORE SARAH H
 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 Financial Officer
(Last)
(First)
(Middle)

124 EVERGREEN DRIVE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


DEATSVILLE, AL 36022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/31/2008   J(7) 80 A $ 8.484 (8) 163,141 D  
Common Stock             5,594 I by Son

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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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $ 10.5           12/30/2000 12/30/2009 Common Stock
10,000
  10,000
D
 
Incentive Stock Option (right to buy) $ 9.5           05/16/2001 05/16/2010 Common Stock
23,800
  23,800
D
 
Incentive Stock Option (right to buy) $ 12.54           06/18/2001 06/18/2011 Common Stock
10,000
  10,000
D
 
Incentive Stock Option (right to buy) $ 14.81           12/28/2002 12/28/2011 Common Stock
5,000
  5,000
D
 
Incentive Stock Option (right to buy) $ 11.75           12/30/2006(1) 12/30/2012 Common Stock
1,109
  1,109
D
 
Non-Qualifed Stock Option (right to buy) $ 11.75           12/30/2003 12/30/2012 Common Stock
3,891
  3,891
D
 
Incentive Stock Option (right to buy) $ 17.28           12/23/2006(2) 12/23/2013 Common Stock
6,000
  6,000
D
 
Non-Qualified Stock Option (right to buy) $ 17.28           12/23/2004 12/23/2013 Common Stock
4,000
  4,000
D
 
Incentive Stock Option (right to buy) $ 21.45           12/28/2006(3) 12/28/2014 Common Stock
8,000
  6,000
D
 
Non-Qualified Stock Option (right to buy) $ 21.45           12/28/2005 12/28/2014 Common Stock
2,000
  2,000
D
 
Incentive Stock Option (right to buy) $ 25.4           04/18/2007(4) 04/18/2016 Common Stock
11,431
  1,309
D
 
Non-Qualified Stock Option (right to buy) $ 25.4           04/18/2007(5) 04/18/2016 Common Stock
24,949
  13,243
D
 
Non-Qualified Stock Option (right to buy) $ 25.81           01/16/2008(6) 01/16/2017 Common Stock
25,090
  5,018
D
 
Non-Qualified Stock Option (right to buy) $ 11.29           01/15/2009(6) 01/15/2018 Common Stock
63,825
  0
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MOORE SARAH H
124 EVERGREEN DRIVE
DEATSVILLE, AL 36022		       Chief Financial Officer  

Signatures

/s/ Sarah H. Moore 01/29/2009
**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) 109 options vest on 12/20/2006. The remaining 1,000 options vest on 12/30/2007.
(2) Options vest in three equal installments beginning on the third anniversary of the grant date. (66% vested)
(3) Options vest in four equal installments beginning on the second anniversary of the grant date. (50% vested)
(4) 422 options vest on the first anniversary of the grant date. 887 options vest on the second anniversary of the grant date. 2,248 options vest on the third anniversary of the grant date. 7.874 options vest in two equal installments, annually, beginning on the fourth anniversary of the grant date.
(5) 6,854 options vest on the first anniversary of the grant date. 6,389 options vest on the second anniversary of the grant date. 5,028 options vest on the third anniversary of the grant date. The remaining 6,678 options vest in two equal installments, annually, beginning on the fourth anniversary of the grant date.
(6) Options vest in 5 equal installments, 20% annually beginning one year from the date of grant.
(7) Shares issued through the Colonial BancGroup, Inc. Dividend Reinvestment Plan.
(8) Average purchase price of Dividend Reinvestment Plan shares issued throughout the year.

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