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 *
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. Date of Earliest Transaction (Month/Day/Year)
12/30/2008
(Street)

DEATSVILLE, AL 36022		 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 12/30/2008   J(7) V 2,645 A $ 9.579 (8) 161,069 D  
Common Stock 12/30/2008   J(9) V 1,499 A $ 10.55 (10) 162,568 D  
Common Stock 12/30/2008   J(11) V 493 A $ 7.8 (12) 163,061 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 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 12/30/2008   E(13)     10,000 12/30/1999 12/30/2008 Common Stock 10,000 $ 0 0 D  
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   01/02/2009
**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 reporting period.
(9) Shares issued through the Colonial BancGroup,Inc. Employee Stock Purchase Plan.
(10) Average purchase price of ESPP shares issued throughout the reporting period.
(11) Shares issued through the Colonial BancGroup, Inc. 401K Retirement Plan.
(12) Average purchase price of 401K shares issued throughout the reporting period.
(13) Incentive Stock Option (right to buy) expired 10 years from the date of grant, pursuant to the terms of the Award Agreement.

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