Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Hill Patti G
 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 Operating Officer
(Last)
(First)
(Middle)

7257 BRISBANE PLACE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


MONTGOMERY, AL 36117		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/31/2008   J(8) 2,051 A $ 7.46 146,397 D  
Common Stock 12/31/2008   J(9) 11,857 A $ 8 (10) 158,254 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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $ 21.41           12/30/2005(1) 12/30/2014 Common Stock
10,000
  8,000
D
 
Incentive Stock Option (right to buy) $ 10.5           12/30/2000(2) 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
20,000
  20,000
D
 
Incentive Stock Option (right to buy) $ 14.81           12/28/2002(2) 12/28/2011 Common Stock
5,000
  5,000
D
 
Incentive Stock Option (right to buy) $ 11.75           12/30/2007 12/30/2012 Common Stock
1,000
  1,000
D
 
Non-Qualified Stock Option (right to buy) $ 11.75           12/30/2003(3) 12/30/2012 Common Stock
2,000
  2,000
D
 
Incentive Stock Option (right to buy) $ 17.28           12/23/2004(4) 12/23/2013 Common Stock
5,000
  5,000
D
 
Incentive Stock Option (right to buy) $ 25.4           04/18/2007(5) 04/18/2016 Common Stock
12,800
  2,675
D
 
Non Qualified Stock Option (right to buy) $ 25.4           04/18/2007(6) 04/18/2016 Common Stock
23,580
  14,552
D
 
Non Qualified Stock Option (right to buy) $ 25.81           01/16/2008(7) 01/16/2017 Common Stock
25,090
  5,018
D
 
Non Qualified Stock Option (right to buy) $ 11.29           01/15/2009(7) 01/15/2018 Common Stock
63,825
  0
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hill Patti G
7257 BRISBANE PLACE
MONTGOMERY, AL 36117		       Chief Operating Officer  

Signatures

/s/ Patti G. Hill 01/29/2009
**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) Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (60% vested)
(2) Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (100% vested)
(3) Options vest in 4 equal installments, 25% annually beginning one year from the date of grant. (100% vested)
(4) Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (80% vested)
(5) 1,105 options will vest on 4/18/2007. 1,570 options will vest on 4/18/2008. 2,251 options will vest on 4/18/2009. The remaining 7,874 options will vest in two equal installments annually beginning on the fourth anniversary of the grant date.
(6) 6,171 options will vest on 4/18/2007. 5,706 options will vest on 4/18/2008. 5,025 options will vest on 4/18/2009. The remaining 6,678 options will vest in two equal installments, annually, beginning on the fourth anniversary of the grant date.
(7) Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (0% vested)
(8) Shares acquired through the Colonial BancGroup, Inc. Dividend Reinvestment Plan.
(9) Shares issued through the Colonial BancGroup, Inc. 401K Retirement Plan and Nonqualified Deferred Comp. Plan.
(10) Average purchase price of 401K and Nonqualified Deferred Comp. shares issued throughout the year.

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