Registration No. 33-61019
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________________________
Post Effective Amendment No. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
THE COLONIAL BANCGROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 6711 63-0661573
(State of (Primary Standard Industrial (I.R.S. Employer
Incorporation) Classification Code Number) Identification No.)
One Commerce Street, Suite 800 (334) 240-5000
Montgomery, Alabama 36104 (Telephone No.)
(Address of principal executive offices)
____________________________________________
W. Flake Oakley, IV
Secretary
Post Office Box 1108
Montgomery, Alabama 36102
(Name and address of agent for service)
Copies to:
Michael D. Waters, Esquire
Miller, Hamilton, Snider & Odom
One Commerce Street, Suite 802
Montgomery, Alabama 36104
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the following
box. ( )
The Colonial BancGroup, Inc. ("BancGroup") registered 769,018
shares of its Common Stock on Form S-4, registration no. 33-61019,
pursuant to the acquisition of Mt. Vernon Financial Corporation.
On November 1, 1995, BancGroup filed post effective amendment
No. 1 (33-63347) to such registration statement. The purpose of
that filing was to remove from registration certain shares not
issued in the acquisition. A mistake was made in the calculation
of the number of shares issued in such acqusition, and, therefore,
this post effective amendment No. 2 is issued to correct such
mistake. Set forth below is the correct number of shares issued
and the correct number removed from registration.
A total of 521,720 shares were actually issued in such
acquisition on October 20, 1995. Accordingly, pursuant to the
undertaking given by BancGroup in such registration statement in
accordance with Regulation S-K, item 512(a)(3), BancGroup hereby
removes 247,298 shares from registration.
SIGNATURE
Pursuant to Regulation S-K, item 512(a)(3) and SEC Rule
478(a)(4), the undersigned registrant hereby executes this post
effective amendment to its registration statement on Form S-4 to
remove from registration certain shares not issued and has caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Montgomery,
Alabama, on the 7th day of November, 1995.
THE COLONIAL BANCGROUP, INC.
By: /s/ W. Flake Oakley, IV
W. Flake Oakley, IV
Chief Financial Officer and
Duly authorized agent for
service
