DW BANKSHARES INC
15-15D, 1997-02-06
STATE COMMERCIAL BANKS
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<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 33-736564

                            D/W Bankshares, Inc.
                            --------------------
           (Exact name of registrant as specified in its charter)

              401 South Thornton Avenue, Dalton, Georgia 30720
                               (706) 226-1500
        (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 23g-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,
D/W Bankshares, 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: February 6, 1997                    The Colonial BancGroup, Inc.
                                          (successor by merger)



                                          /s/ W. Flake Oakley     
                                          -----------------------
                                          W. Flake Oakley
                                          Chief Financial Officer
                 


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