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 *
LOWDER ROBERT E
   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)
CEO
(Last)
(First)
(Middle)
100 COLONIAL BANK BLVD., 3RD FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/06/2008
(Street)

MONTGOMERY, AL 36117		 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 02/06/2008   J(3)   716 A $ 13.61 (4) 6,326,793 D  
Common Stock 01/09/2008   W(5) V 341,768 A $ 10.98 6,668,561 D  
Common Stock               25,960 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 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
Non-Qualified Stock Option (right to buy) $ 10.38             03/29/2001 03/29/2010 Common Stock 200,000   200,000 D  
Non-Qualified Stock Option (right to buy) $ 10.5             12/30/2000 12/30/2009 Common Stock 100,000   100,000 D  
Non-Qualified Stock Option (right to buy) $ 11.5313             12/30/1999 12/30/2008 Common Stock 100,000   100,000 D  
Non-Qualified Stock Option (right to buy) $ 24.09             12/22/2006(1) 12/22/2015 Common Stock 200,000   80,000 D  
Non-Qualified Stock Option (right to buy) $ 25.81             01/16/2008(2) 01/16/2017 Common Stock 101,620   0 D  
Non-Qualified Stock Option (right to buy) $ 11.29             01/15/2009(2) 01/15/2018 Common Stock 258,491   0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LOWDER ROBERT E
100 COLONIAL BANK BLVD., 3RD FLOOR
MONTGOMERY, AL 36117		       CEO  

Signatures

 /s/ Hans Pettit, Attorney in Fact   02/07/2008
**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. (40% vested).
(2) Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (0% vested)
(3) Shares Issued through the Restricted Stock Plan for Directors.
(4) The value of stock issued is the five day average of BancGroup stock closing prices for a five day period with the last day being the last business day of the calendar quarter in which services were rendered.
(5) Inherited these shares from his mother upon her death. Letter of Testamentary signed on 1/9/2008.

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