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
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response... 1.0

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


MONTGOMERY, AL 36109		 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             77,810 D  
Common Stock             4,740 I By Sons
Common Stock             2,000 I By Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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
Stock Option (right to buy) $ 21.45           12/28/2005(2) 12/28/2014 Common Stock
10,000 (1)
  0
D
 
Incentive Stock Option (right to buy) $ 9.97           12/19/1997(3) 12/19/2006 Common Stock
10,000
  10,000
D
 
Incentive Stock Option (right to buy) $ 11.5313           12/30/1999(3) 12/30/2008 Common Stock
40,000
  40,000
D
 
Incentive Stock Option (right to buy) $ 10.5           12/30/2000(3) 12/30/2009 Common Stock
30,000
  30,000
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(4) 12/28/2011 Common Stock
10,000
  6,000
D
 
Incentive Stock Option (right to buy) $ 17.28           12/23/2004(5) 12/23/2013 Common Stock
8,407
  407
D
 
Non Qualified Stock Option (right to buy) $ 17.28           12/23/2004 12/23/2013 Common Stock
1,593
  1,593
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

Walter Flake Oakley, IV 01/24/2005
**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) 9,296 options will be classified as incentive stock options. The remaining 704 options will be clasified as Non-Qualified stock options. This grant will be split up on subsequent forms to show this.
(2) Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (0% vested)
(3) Options vest in 5 equal installments, 20% 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. (60% vested)
(5) 407 options vest one year from the grant date. The remaining 8,000 options vest in four equal installements beginning two years from the date of grant.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.