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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1. Name and Address of Reporting Person * Byrne David B Jr   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 Legal Officer (Last) (First) (Middle) 9213 BRISTOL WAY 3. Date of Earliest Transaction (Month/Day/Year) 08/18/2009 (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 08/18/2009   D(2)   7,676 D $ 0 29,227 D   Common Stock 08/18/2009   D(2)   7,676 D $ 0 21,551 D   Common Stock 08/18/2009   D(2)   2,590 D $ 0 18,961 D   Common Stock 08/18/2009   D(2)   2,590 D $ 0 16,371 D   Common Stock 08/18/2009   D(2)   2,625 D $ 0 13,746 D   Common Stock               1,000 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

Incentive Stock Option (right to buy)

$ 23.89

01/18/2007(3)

01/18/2016

Common Stock

20,000

12,000

D

Incentive Stock Option (right to buy)

$ 25.4

04/18/2007

04/18/2016

Common Stock

870

522

D

Non-Qualified Stock Option (right to buy)

$ 25.4

04/18/2007(1)

04/18/2016

Common Stock

10,846

6,508

D

Non-Qualified Stock Option (right to buy)

$ 25.81

01/16/2008(3)

01/16/2017

Common Stock

12,120

4,848

D

Non-Qualified Stock Option (right to buy)

$ 11.29

01/15/2009(3)

01/15/2018

Common Stock

38,690

7,738

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Byrne David B Jr 9213 BRISTOL WAY MONTGOMERY, AL 36117			Chief Legal Officer

Signatures

/s/ David B. Byrne, Jr.		08/20/2009
**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)	2,170 options vest on the first anniversary of the grant date. The remaining 8,676 options will vest in four equal installments beginning two years from the date of grant.
(2)	On August 14, 2009 the FDIC took Colonial Bank into receivership. The FDIC sold Colonial Bank and certain of its assets to BB&T. As a result, Mr. Byrne ceased being an employee of an affiliate of Colonial BancGroup at the close of business on August 14th and began employment with BB&T immediately thereafter. On August 18th, 2009, Mr. Byrne resigned from Colonial BancGroup, Inc. thereby causing the referenced restricted stock awards to cancel pursuant to the terms of the Colonial BancGroup, Inc. Stock Incentive Plan.
(3)	Options vest in 5 equal installments, 20% annually beginning one year from the date of grant.

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