Colonial BancGroup said it has signed a letter of intent to acquire Fort Brooke Bancorp. in Brandon, Fla., for stock worth $33.6 million.

The deal would mark Montgomery, Ala.-based Colonial's first entry into the Tampa Bay market. Colonial, with $4.7 billion in assets, already has 18 branches in Miami and Orlando.

At June 30, Fort Brooke, with $186 million in assets, had eight branches in the greater Tampa area, including Brandon, Apollo Beach, Plant City, Seffner, and Tampa.

Colonial said it would use its stock to pay $31.50 for each of Fort Brooke's 1.6 million outstanding shares. In addition, Colonial will assume Fort Brooke's options of 60,000 shares.

The transaction, subject to approval from regulators and Fort Brooke's shareholders, would be accounted for as a pooling of interests.

The deal is scheduled to close in April 1997.

"This acquisition represents another step in Colonial's long-term strategy to expand our regional community banking approach in attractive Florida markets," said Robert F. Lowder, Colonial's chairman, chief executive, and president.

"We are very excited about helping Colonial bring this style of banking to more customers in the Tampa Bay market," said Richard H. Eatman, Fort Brooke's president and chief executive.

Colonial has 132 branches in Alabama, Florida, Georgia, and Tennessee. -

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