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 *
OAKLEY WALTER FLAKE IV
   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)
President
(Last)
(First)
(Middle)
509 COUNTY DOWNS ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
10/26/2004
(Street)

MONTGOMERY, AL 36109		 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 10/26/2004   M   10,000 A $ 9.97 77,364 D  
Common Stock 10/26/2004   J(1) V 355 A $ 18.12 (2) 77,719 D  
Common Stock 10/26/2004   J(3) V 74 A $ 18.28 (4) 4,709 I by Sons
Common Stock               2,000 I by Trust

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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) $ 9.97 10/26/2004   M     10,000 12/19/1997 12/19/2006 Common Stock 20,000 (5) 10,000 D  
Incentive Stock Option (right to buy) $ 10.5             12/30/2000(6) 12/30/2009 Common Stock 30,000   24,000 D  
Incentive Stock Option (right to buy) $ 11.5313             12/30/1999 12/30/2008 Common Stock 40,000   40,000 D  
Incentive Stock Option (right to buy) $ 12.54             06/18/2001 06/18/2011 Common Stock 20,000   20,000 D  
Incentive Stock Option (right to buy) $ 14.81             12/28/2002(6) 12/28/2011 Common Stock 10,000   4,000 D  
Incentive Stock Option (right to buy) $ 17.28             12/23/2004(7) 12/23/2013 Common Stock 8,407   0 D  
Non Qualified Stock Option (right to buy) $ 17.28             12/23/2004 12/23/2013 Common Stock 1,593   0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
OAKLEY WALTER FLAKE IV
509 COUNTY DOWNS ROAD
MONTGOMERY, AL 36109		       President  

Signatures

 W. Flake Oakley, IV   10/28/2004
**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) Shares issued through the Colonial BancGroup, Inc. 401K Retirement Plan.
(2) Average purchase price of 401K shares issued throughout the year.
(3) Shares acquired through the Colonial BancGroup, Inc. Dividend Reinvestment Plan.
(4) Average purchase price of DRIP shares issued throughout the year.
(5) 10,000 options exercised at a price of $9.97 per option. Total exercise amount was $99,700.00.
(6) Options vest in 5 equal installments, 20% annually beginning one year from the date of grant.
(7) 407 options vest one year from the grant date. The remaining 8,000 options vest in 4 equal installments, annually, beginning on 12/23/2005 and ending on 12/23/2008.

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