<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under Section 12(g)
of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports
Under Sections 13 and 15(d) of the Securities Exchange Act of 1934
Commission File Number 33-85868
Commercial Bancorp of Georgia, Inc.
-----------------------------------
(Exact name of registrant as specified in its charter)
390 Crogan Street, Lawrenceville, Georgia 30245
(404) 339-1900
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Common Stock, $1.00 par value per share
---------------------------------------
(Title of each class of securities covered by this Form)
None
----
(Titles of all other classes of securities for which a
duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provisions(s) relied upon to terminate or suspend the duty of file reports:
<TABLE>
<S> <C> <C>
Rule 12g-4(a)(1)(i) [ X ] Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(1)(ii)[ ] Rule 12h-3(b)(1)(i) [ X ] Rule 12h-3(b)(2)(ii)[ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(1)(ii) [ ] Rule 15d-6 [ ]
</TABLE>
Approximate number of holders of record as of the certification or
notice date: 0
-
Pursuant to the requirement of the Securities Exchange Act of 1934,
Commercial Bancorp of Georgia, Inc., acting through its successor by merger,
The Colonial BancGroup, Inc. (Commission file number 1-13508), has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.
Date: August 28, 1996 The Colonial BancGroup, Inc.
(successor by merger)
/s/ W. Flake Oakley
-------------------------------------
W. Flake Oakley
Chief Financial Officer