Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Parrish Harlan C
2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2009
3. Issuer Name and Ticker or Trading Symbol
COLONIAL BANCGROUP INC [CNB]
(Last)
(First)
(Middle)
10070 DANIELS INTERSTATE COURT
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Retail Banking Director
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FORT MYERS, FL 33913
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 422,129
D
 
Common Stock 14,962
I
by Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) 12/30/2000(1) 12/30/2009 Common Stock 25,000 $ 10.5 D  
Incentive Stock Option (right to buy) 12/28/2002(1) 12/28/2011 Common Stock 10,000 $ 14.81 D  
Incentive Stock Option (right to buy) 12/30/2007 12/30/2012 Common Stock 2,000 $ 11.75 D  
Non-Qualified Stock Option (right to buy) 12/30/2003(2) 12/30/2012 Common Stock 8,000 $ 11.75 D  
Incentive Stock Option (right to buy) 12/23/2004(3) 12/23/2013 Common Stock 8,000 $ 17.28 D  
Non-Qualified Stock Option (right to buy) 12/23/2004 12/23/2013 Common Stock 2,000 $ 17.28 D  
Incentive Stock Option (right to buy) 12/30/2005(4) 12/30/2014 Common Stock 9,248 $ 21.41 D  
Non-Qualified Stock Option (right to buy) 12/30/2005(5) 12/30/2014 Common Stock 752 $ 21.41 D  
Incentive Stock Option (right to buy) 04/18/2007(6) 04/18/2016 Common Stock 8,603 $ 25.4 D  
Non-Qualified Stock Option (right to buy) 04/18/2007(7) 04/18/2016 Common Stock 5,039 $ 25.4 D  
Non-Qualified Stock Option (right to buy) 01/16/2008(1) 01/16/2017 Common Stock 9,410 $ 25.81 D  
Non-Qualified Stock Option (right to buy) 01/15/2009(1) 01/15/2018 Common Stock 23,934 $ 11.29 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Parrish Harlan C
10070 DANIELS INTERSTATE COURT
FORT MYERS, FL 33913
      Retail Banking Director  

Signatures

/s/ Harlan C. Parrish 03/02/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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.
(2) Options vest in 4 equal installments, 25% annually beginning one year from the date of grant.
(3) Options vest in 4 equal installments, 25% annually beginning two years from the date of grant.
(4) 1,651 options vest on 12/30/2005 and 12/30/2006. 1,946 options vest on 12/30/2007 while 2,00 options vest on 12/30/2008 and 12/30/2009.
(5) 349 options vest on 12/30/2005 and 12/30/2006. The remaining 54 options vest on 12/30/2007.
(6) 6 options vest on 4/18/2007, 890 options vest on 4/18/2008, 2,251 options vest on 4/18/2009, 2,728 options vest on 4/18/2010 and 2,728 options vest on 4/18/2011.
(7) 2,723 options vest on 4/18/2007, 1,839 options vest on 4/18/2008 and 477 options vest on 4/18/2009.

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