COLONIAL BANCGROUP INC
POS AM, 1995-07-10
STATE COMMERCIAL BANKS
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<PAGE>   1

                                                       Registration No. 33-86200

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON D. C. 20549

                       --------------------------------
                        Post Effective Amendment No. 1
                                      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)


<TABLE>
<S>                                 <C>                                    <C>
         Delaware                             6711                                    63-0661573
(State of Incorporation)            (Primary Standard Industrial           (I.R.S. Employer Identification No.)
                                    Classification Code Number)            

    One Commerce Street, Suite 800                                                   (334) 240-5000
      Montgomery, Alabama 36104                                                      (Telephone No.)
(Address of principal executive offices)                                        
</TABLE>

                   ---------------------------------------

                              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. (  )

<PAGE>   2



      The Colonial BancGroup, Inc. ("BancGroup") registered 281,142 shares of
its Class A Common Stock on Form S-4, registration no. 33-86200, pursuant to
the acquisition of Brundidge Banking Company.  A total of 266,434 shares were
actually issued in such acquisition.  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 14,708 shares from registration.

<PAGE>   3

                                   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 July, 1995.

                                      THE COLONIAL BANCGROUP, INC.


                                      By:      /s/ W. Flake Oakley, IV
                                               -----------------------
                                               W. Flake Oakley, IV
                                               Chief Financial Officer and
                                               Duly authorized agent for
                                               service
                                                      


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