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) 02/25/2005 (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 02/25/2005   P   3,707 A $ 20.15 59,736 D   Common Stock 02/25/2005   J(7) V 177 A $ 20.18 (8) 59,913 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(1)

12/30/2008

Common Stock

15,000

15,000

D

Incentive Stock Option (right to buy)

$ 10.5

12/30/2000(1)

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(2)

12/28/2011

Common Stock

5,000

3,000

D

Incentive Stock Option (right to buy)

$ 11.75

12/30/2004(3)

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(4)

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(5)

12/28/2014

Common Stock

6,460

0

D

Non-Qualified Stock Option (right to buy)

$ 21.45

12/28/2005(6)

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		02/28/2005
**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)	Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (100% vested)
(2)	Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (60% vested)
(3)	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.
(4)	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.
(5)	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.
(6)	1,412 options vest on 12/28/2005 and 12/28/2006. 716 options vest on 12/28/2007.
(7)	Shares issued through the Colonial BancGroup, Inc. 401K Retirement Plan.
(8)	Average purchase price of 401K shares issued throughout the year.

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