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 *
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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


MONTGOMERY, AL 36111		 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 12/01/2008   E(8) 74,196 D $ 2.07 96,087 D  
Common Stock 12/31/2008   J(9) 217 A $ 7.57 (10) 96,304 D  
Preferred Securities, Colonial Capital Trust IV             600 D  
Common Stock 12/03/2008   S4 2,500 D $ 3.1 5,300 I by Spouse

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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) $ 11.75           12/30/2004 12/30/2012 Common Stock
3,200
  3,200
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(1) 12/23/2013 Common Stock
8,534
  6,534
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(2) 12/28/2014 Common Stock
6,460
  2,460
D
 
Non-Qualified Stock Option (right to buy) $ 21.45           12/28/2005(3) 12/28/2014 Common Stock
3,540
  3,540
D
 
Incentive Stock Option (right to buy) $ 25.4           04/18/2007(4) 04/18/2016 Common Stock
11,013
  891
D
 
Non-Qualified Stock Option (right to buy) $ 25.4           04/18/2007(5) 04/18/2016 Common Stock
25,367
  13,661
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(7) 01/15/2018 Common Stock
63,825
  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

/s/ Caryn D. Cope 01/27/2009
**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) 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.
(2) 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.
(3) 1,412 options vest on 12/28/2005 and 12/28/2006. 716 options vest on 12/28/2007.
(4) 4 options vest one year from the date of grant. 887 options vest on the second anniversary of the grant date. 2,248 options vest on the third anniversary of the grant date. The remaining 7,874 options vest in equal installments, annually, beginning on the fourth anniversary of the grant date.
(5) 7,272 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. (20% vested)
(7) Options vest in 5 equal installments, 20% annually beginning one year from the date of grant.(0% vested)
(8) These Restricted Shares expired pursuant to the terms of the Company;s 2001 Long Term Incentive Plan when the reporting person ceased employment with Company.
(9) Shares issued through the Colonial BancGroup, Inc. 401K Retirement Plan.
(10) Average purchase price of 401K shares issued throughout the year.

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