COLONIAL BANCGROUP INC
POS AM, 1997-07-25
STATE COMMERCIAL BANKS
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<PAGE>   1
                                                      Registration No. 333-26217



                      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 36101
                    (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 1,136,703 shares
of its Common Stock on Form S-4, registration no. 333-26217, pursuant to the
acquisition of Great Southern Bancorp ("Great Southern"), a Florida
corporation, including shares of BancGroup Common Stock to be issued pursuant
to the exercise of options of Great Southern following the merger. Such
registration was declared effective on May 9, 1997.

        A total of 927,811 shares were issued in the merger on July 1, 1997. 
Pursuant to the undertaking given by BancGroup in such registration statement in
accordance with Regulation S-K, item 512(a)(3), BancGroup hereby removes
208,892 shares from registration, which represents the number of shares
registered less the number of shares issued in the merger.

                                  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 25th day of July, 1997.

                                         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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