content: UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                             _____________________
  
                                   FORM 8-K
  
  
                                CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
  
  
  
     Date of Report (Date of earliest event reported):  October 13, 2004
                                                        ----------------
  
  
                          CAPITAL CITY BANK GROUP, INC.
                          -----------------------------
              (Exact name of registrant as specified in its charter)
  
  
         Florida                      0-13358                 59-2273542
  ------------------------    ------------------------    -----------------
  (State of Incorporation)    (Commission File Number)      (IRS Employer
                                                          Identification No.)
  
  
     217 North Monroe Street, Tallahassee, Florida            32301
     ---------------------------------------------          ----------
        (Address of principal executive office)             (Zip Code)
  
  
  
  
     Registrant's telephone number, including area code: (850) 671-0300
                                                         --------------
  
  
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
  
  
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of
  the following provisions (see General Instruction A.2. below):
  
  [   ] Written communications pursuant to Rule 425 under the Securities Act
        (17 CFR 230.425)
  
  [   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
        (17 CFR 240.14a-12)
  
  [   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
        Exchange Act (17 CFR 240.14d-2(b))
  
  [   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
        Exchange Act (17 CFR 240.13e-4(c))
  
  
  <PAGE>
  
  
  
                           CAPITAL CITY BANK GROUP, INC.
  
                                    FORM 8-K
                                 CURRENT REPORT
  
  
  Item 8.01.  Other Events
  
       As previously announced on May 13, 2004, Capital City Bank Group, Inc.
  ("CCBG") and its subsidiary, Capital City Bank, have executed an Agreement
  and Plan of Merger (the "Agreement") with Farmers and Merchants Bank, a
  Georgia chartered bank ("FMB"), under which FMB will be acquired by CCBG in a
  merger transaction.  As set forth in the Agreement, each share of FMB Common
  Stock, excluding shares held by shareholders who perfect their statutory
  dissenters' rights, will be converted into the right to receive $666.50 in
  cash and an amount of CCBG Common Stock based on the average of the daily
  closing sales prices of one share of CCBG Common Stock for the twenty
  consecutive full trading days ending on the fifth full trading day preceding
  the closing date of the transaction (the "Average Closing Price").  As set
  forth in the Agreement, each holder of FMB Common Stock who would otherwise
  be entitled to receive a fraction of a share of CCBG Common Stock shall
  receive, in lieu thereof, cash, in an amount equal to such fractional part of
  a share of CCBG Common Stock multiplied by the Average Closing Price.
  Subject to approval of the transaction by the FMB shareowners at the special
  meeting called for October 15, 2004 at 10:00 a.m. Eastern Time, the parties
  currently anticipate the transaction will close on October 15, 2004.
  
       Assuming that the FMB shareowners approve the transaction and that the
  transaction closes on October 15, 2004, the Average Closing Price for the
  period ending on October 8, 2004 would be $39.022 per share.  Based on these
  factors, each share of FMB Common Stock, excluding shares held by
  shareholders who perfect their statutory dissenters' rights, will be
  converted into the right to receive $666.50 in cash and 17.080 shares of CCBG
  Common Stock.  In addition, each holder of FMB Common Stock who would
  otherwise be entitled to receive a fraction of a share of CCBG Common Stock
  shall receive, in lieu thereof, cash, in an amount equal to such fractional
  part of a share of CCBG Common Stock multiplied by $39.022.
  
  
                                  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                         CAPITAL CITY BANK GROUP, INC.
  
  
  Date:  October 13, 2004                By: /s/ J. Kimbrough Davis
                                             -----------------------
                                             J. Kimbrough Davis,
                                             Executive Vice President
                                             and Chief Financial Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "ccbg_fmb8k.txt", "description": "ANNOUNCE EXECUTION OF AGREEMENT AND PLAN OF MERGER", "secsgml_size_bytes": 5012}]
metadata_filer: {"company-data": {"conformed-name": "CAPITAL CITY BANK GROUP INC", "cik": "0000726601", "assigned-sic": "6022", "irs-number": "592273542", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-13358", "film-number": "041076140"}, "business-address": {"street1": "217 N MONROE ST", "city": "TALLAHASSEE", "state": "FL", "zip": "32301", "phone": "8506710300"}, "mail-address": {"street1": "PO BOX 11248", "city": "TALLAHASSEE", "state": "FL", "zip": "32302-3248"}}
text: UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                             _____________________
  
                                   FORM 8-K
  
                                CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
  
     Date of Report (Date of earliest event reported):  October 13, 2004
                                                        ----------------
  
                          CAPITAL CITY BANK GROUP, INC.
                          -----------------------------
              (Exact name of registrant as specified in its charter)
  
         Florida                      0-13358                 59-2273542
  ------------------------    ------------------------    -----------------
  (State of Incorporation)    (Commission File Number)      (IRS Employer
                                                          Identification No.)
  
     217 North Monroe Street, Tallahassee, Florida            32301
     ---------------------------------------------          ----------
        (Address of principal executive office)             (Zip Code)
  
     Registrant's telephone number, including area code: (850) 671-0300
                                                         --------------
  
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of
  the following provisions (see General Instruction A.2. below):
  
  [   ] Written communications pursuant to Rule 425 under the Securities Act
        (17 CFR 230.425)
  
  [   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
        (17 CFR 240.14a-12)
  
  [   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
        Exchange Act (17 CFR 240.14d-2(b))
  
  [   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
        Exchange Act (17 CFR 240.13e-4(c))
  CAPITAL CITY BANK GROUP, INC.
  
                                    FORM 8-K
                                 CURRENT REPORT
  
  Item 8.01.  Other Events
  
       As previously announced on May 13, 2004, Capital City Bank Group, Inc.
  ("CCBG") and its subsidiary, Capital City Bank, have executed an Agreement
  and Plan of Merger (the "Agreement") with Farmers and Merchants Bank, a
  Georgia chartered bank ("FMB"), under which FMB will be acquired by CCBG in a
  merger transaction.  As set forth in the Agreement, each share of FMB Common
  Stock, excluding shares held by shareholders who perfect their statutory
  dissenters' rights, will be converted into the right to receive $666.50 in
  cash and an amount of CCBG Common Stock based on the average of the daily
  closing sales prices of one share of CCBG Common Stock for the twenty
  consecutive full trading days ending on the fifth full trading day preceding
  the closing date of the transaction (the "Average Closing Price").  As set
  forth in the Agreement, each holder of FMB Common Stock who would otherwise
  be entitled to receive a fraction of a share of CCBG Common Stock shall
  receive, in lieu thereof, cash, in an amount equal to such fractional part of
  a share of CCBG Common Stock multiplied by the Average Closing Price.
  Subject to approval of the transaction by the FMB shareowners at the special
  meeting called for October 15, 2004 at 10:00 a.m. Eastern Time, the parties
  currently anticipate the transaction will close on October 15, 2004.
  
       Assuming that the FMB shareowners approve the transaction and that the
  transaction closes on October 15, 2004, the Average Closing Price for the
  period ending on October 8, 2004 would be $39.022 per share.  Based on these
  factors, each share of FMB Common Stock, excluding shares held by
  shareholders who perfect their statutory dissenters' rights, will be
  converted into the right to receive $666.50 in cash and 17.080 shares of CCBG
  Common Stock.  In addition, each holder of FMB Common Stock who would
  otherwise be entitled to receive a fraction of a share of CCBG Common Stock
  shall receive, in lieu thereof, cash, in an amount equal to such fractional
  part of a share of CCBG Common Stock multiplied by $39.022.
  
                                  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                         CAPITAL CITY BANK GROUP, INC.
  
  Date:  October 13, 2004                By: /s/ J. Kimbrough Davis
                                             -----------------------
                                             J. Kimbrough Davis,
                                             Executive Vice President
                                             and Chief Financial Officer