content: SECURITIES AND EXCHANGE COMMISSION
  
                        WASHINGTON, D.C.  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): May 29, 2002
                                                      ------------
  
  
        CAPITAL CITY BANK GROUP, INC. PROFIT SHARING 401(K) PLAN
        --------------------------------------------------------
         (Exact name of registrant as specified in its charter)
  
                              Florida
                     ------------------------
                     (State of Incorporation)
  
                              0-13358
                     ------------------------
                     (Commission File Number)
  
                             59-2273542
                 --------------------------------
                 (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
                            --------------
  
                     CAPITAL CITY BANK GROUP, INC.
  
                               FORM 8-K
                            CURRENT REPORT
  
  Item 5.  Other Matters.
  
  On May 29, 2002, Capital City Bank Group, Inc. (the "Company"),
  the administrator for the Capital City Bank Group, Inc. Profit
  Sharing 401(k) Plan (the "Plan"), decided to no longer engage
  Arthur Andersen LLP ("Arthur Andersen") as the Company's
  independent public accountants.  Accordingly, Arthur Andersen
  has also been dismissed as the Plan's independent auditor.  In
  addition, on May 29, 2002, the Board of Directors of the Company
  engaged KPMG LLP ("KPMG") to serve as the Company's and the
  Plan's independent public accountants for the fiscal year 2002.
  
  For each of the years ended December 31, 2000 and 1999, Arthur
  Andersen's reports on the Plan's financial statements did not
  contain an adverse opinion or disclaimer of opinion, nor were
  they qualified or modified as to uncertainty, audit scope or
  accounting principles.
  
  During the years ended December 31, 2000 and 1999 and through May
  29, 2002, there were no disagreements with Arthur Andersen on any
  matter of accounting principles or practice, financial statement
  disclosure, or auditing scope or procedure which, if not resolved
  to Arthur Andersen's satisfaction, would have caused them to make
  reference to the subject matter in connection with their report
  on the Plan's financial statements for such years; and there were
  no reportable events as defined in Item 304(a)(1)(v) of
  Regulation S-K.
  
  Due to the status of Arthur Andersen, we have not obtained a
  letter stating its agreement with these statements and, as a
  result, no such letter is provided with this Form 8-K.
  
  During the years ended December 31, 2000 and 1999 and through May
  29, 2002, the Plan did not consult KPMG with respect to the
  application of accounting principles to a specified transaction,
  either completed or proposed, or the type of audit opinion that
  might be rendered on the Plan's financial statements, or any
  other matters or reportable events as set forth in Items
  304(a)(2)(i) and (ii) of Regulation S-K.
  
  
  
                             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:  September 23,  2002          By:  /s/ J. Kimbrough Davis
         ----------------------       ---------------------------
                                      J. Kimbrough Davis,
                                      Executive Vice President
                                      and Chief Financial Officer
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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": "02770143"}, "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: SECURITIES AND EXCHANGE COMMISSION
  
                        WASHINGTON, D.C.  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): May 29, 2002
                                                      ------------
  
        CAPITAL CITY BANK GROUP, INC. PROFIT SHARING 401(K) PLAN
        --------------------------------------------------------
         (Exact name of registrant as specified in its charter)
  
                              Florida
                     ------------------------
                     (State of Incorporation)
  
                              0-13358
                     ------------------------
                     (Commission File Number)
  
                             59-2273542
                 --------------------------------
                 (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
                            --------------
  
                     CAPITAL CITY BANK GROUP, INC.
  
                               FORM 8-K
                            CURRENT REPORT
  
  Item 5.  Other Matters.
  
  On May 29, 2002, Capital City Bank Group, Inc. (the "Company"),
  the administrator for the Capital City Bank Group, Inc. Profit
  Sharing 401(k) Plan (the "Plan"), decided to no longer engage
  Arthur Andersen LLP ("Arthur Andersen") as the Company's
  independent public accountants.  Accordingly, Arthur Andersen
  has also been dismissed as the Plan's independent auditor.  In
  addition, on May 29, 2002, the Board of Directors of the Company
  engaged KPMG LLP ("KPMG") to serve as the Company's and the
  Plan's independent public accountants for the fiscal year 2002.
  
  For each of the years ended December 31, 2000 and 1999, Arthur
  Andersen's reports on the Plan's financial statements did not
  contain an adverse opinion or disclaimer of opinion, nor were
  they qualified or modified as to uncertainty, audit scope or
  accounting principles.
  
  During the years ended December 31, 2000 and 1999 and through May
  29, 2002, there were no disagreements with Arthur Andersen on any
  matter of accounting principles or practice, financial statement
  disclosure, or auditing scope or procedure which, if not resolved
  to Arthur Andersen's satisfaction, would have caused them to make
  reference to the subject matter in connection with their report
  on the Plan's financial statements for such years; and there were
  no reportable events as defined in Item 304(a)(1)(v) of
  Regulation S-K.
  
  Due to the status of Arthur Andersen, we have not obtained a
  letter stating its agreement with these statements and, as a
  result, no such letter is provided with this Form 8-K.
  
  During the years ended December 31, 2000 and 1999 and through May
  29, 2002, the Plan did not consult KPMG with respect to the
  application of accounting principles to a specified transaction,
  either completed or proposed, or the type of audit opinion that
  might be rendered on the Plan's financial statements, or any
  other matters or reportable events as set forth in Items
  304(a)(2)(i) and (ii) of Regulation S-K.
  
                             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:  September 23,  2002          By:  /s/ J. Kimbrough Davis
         ----------------------       ---------------------------
                                      J. Kimbrough Davis,
                                      Executive Vice President
                                      and Chief Financial Officer