SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Parrish Harlan C

(Last)

(First)

(Middle)

10070 DANIELS INTERSTATE COURT

(Street)

FORT MYERS

33913

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2009

3. Issuer Name and Ticker or Trading Symbol
COLONIAL BANCGROUP INC [ CNB ]

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 of 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

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

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
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

Explanation of Responses:

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.

	/s/ Harlan C. Parrish	03/02/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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