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):
                               December 4, 1998
  
  
  
                         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)
  
  
                           CAPITAL CITY BANK GROUP, INC.
  
                                     FORM 8-K
                                  CURRENT REPORT
  
  
  Item 2.	Acquisition or Disposition of Assets
  
  Capital City Bank Group, Inc. (the "Company") is a bank holding 
  company that owns all of the issued and outstanding stock of Capital City 
  Bank, a Florida chartered commercial bank ("CCB").  On December 4, 1998, 
  CCB completed an acquisition of eight (8) branch offices (the "Branches") 
  from First Union National Bank ("First Union").  The Branches are located 
  in Chipley, Sunny Hills, Port St. Joe, Keystone Heights, Starke (two 
  offices) and Palatka (two offices), Florida.  
  
  At the closing, the Company assumed deposits and other liabilities 
  totaling approximately $220 million, and purchased real property, 
  furniture and equipment and other assets relating to the Branches.  After 
  giving effect to a deposit premium on the deposits assumed totaling 
  approximately $18.2 million, First Union paid approximately $197.8 million 
  in cash to the Company as consideration for the net deposit liabilities 
  assumed by the Company.
  
  Following the acquisition of the Branches, the Company will 
  operate each of the Branches as a branch of CCB.  
  
  Item 7.	Financial Statements, Pro Forma Financial Information and Exhibits
  
  (a)	Financial Statements of Business Acquired.
  
  Not applicable.  Since the acquisition described above was not the 
  acquisition of a business, separate entity or subsidiary of First 
  Union, no historical financial statements are required or included 
  herein.
  
  (b)	Pro Forma Financial Information.
  
  Not applicable.  Since the acquisition described above was not the 
  acquisition of a business, separate entity or subsidiary of First 
  Union, no pro forma financial statements are required or included 
  herein.
  
  (c)	Exhibits.
  
  2.1 Purchase and Assumption Agreement, dated as of August 26, 
  1998, by and between Capital City Bank and First Union 
  National Bank.
  
  2.2	Addendum to Purchase and Assumption Agreement, dated as of 
  December 3, 1998, by and between Capital City Bank and 
  First Union National Bank.
  
  2.3 Second Addendum to Purchase and Assumption Agreement, dated 
  as of December 4, 1998, by and between Capital City Bank 
  and First Union National Bank.
  
  99.1 Copy of the Company's Press Release issued December 7, 1998.
  
  
  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: December 18, 1998           
  
  By: /s/ J. Kimbrough Davis 		
          J. Kimbrough Davis
  		  				Executive Vice President
  				  	 and Chief Financial Officer
  
  
                        CAPITAL CITY BANK GROUP, INC.
  
                         Current Report on Form 8-K
  
                               Exhibit Index
  
  Exhibit No.	   Description
  
  2.1	          	Purchase and Assumption Agreement, dated as of August 26, 
                 1998, by and between Capital City Bank and First Union 
                 National Bank.
  
  2.2		          Addendum to Purchase and Assumption Agreement, dated as of 
                 December 3, 1998, by and between Capital City Bank and 
                 First Union National Bank.
  
  2.3		          Second Addendum to Purchase and Assumption Agreement, dated 
                 as of December 4, 1998, by and between Capital City Bank 
                 and First Union National Bank.
  
  99.1	         	Copy of the Company's Press Release issued December 7, 1998.
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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": "98772896"}, "business-address": {"street1": "217 N MONROE ST", "city": "TALLAHASSEE", "state": "FL", "zip": "32301", "phone": "8506710610"}}
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):
                               December 4, 1998
  
                         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)
  
                           CAPITAL CITY BANK GROUP, INC.
  
                                     FORM 8-K
                                  CURRENT REPORT
  
  Item 2.	Acquisition or Disposition of Assets
  
  Capital City Bank Group, Inc. (the "Company") is a bank holding 
  company that owns all of the issued and outstanding stock of Capital City 
  Bank, a Florida chartered commercial bank ("CCB").  On December 4, 1998, 
  CCB completed an acquisition of eight (8) branch offices (the "Branches") 
  from First Union National Bank ("First Union").  The Branches are located 
  in Chipley, Sunny Hills, Port St. Joe, Keystone Heights, Starke (two 
  offices) and Palatka (two offices), Florida.  
  
  At the closing, the Company assumed deposits and other liabilities 
  totaling approximately $220 million, and purchased real property, 
  furniture and equipment and other assets relating to the Branches.  After 
  giving effect to a deposit premium on the deposits assumed totaling 
  approximately $18.2 million, First Union paid approximately $197.8 million 
  in cash to the Company as consideration for the net deposit liabilities 
  assumed by the Company.
  
  Following the acquisition of the Branches, the Company will 
  operate each of the Branches as a branch of CCB.  
  
  Item 7.	Financial Statements, Pro Forma Financial Information and Exhibits
  
  (a)	Financial Statements of Business Acquired.
  
  Not applicable.  Since the acquisition described above was not the 
  acquisition of a business, separate entity or subsidiary of First 
  Union, no historical financial statements are required or included 
  herein.
  
  (b)	Pro Forma Financial Information.
  
  Not applicable.  Since the acquisition described above was not the 
  acquisition of a business, separate entity or subsidiary of First 
  Union, no pro forma financial statements are required or included 
  herein.
  
  (c)	Exhibits.
  
  2.1 Purchase and Assumption Agreement, dated as of August 26, 
  1998, by and between Capital City Bank and First Union 
  National Bank.
  
  2.2	Addendum to Purchase and Assumption Agreement, dated as of 
  December 3, 1998, by and between Capital City Bank and 
  First Union National Bank.
  
  2.3 Second Addendum to Purchase and Assumption Agreement, dated 
  as of December 4, 1998, by and between Capital City Bank 
  and First Union National Bank.
  
  99.1 Copy of the Company's Press Release issued December 7, 1998.
  
  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: December 18, 1998           
  
  By: /s/ J. Kimbrough Davis 		
          J. Kimbrough Davis
  		  				Executive Vice President
  				  	 and Chief Financial Officer
  
                        CAPITAL CITY BANK GROUP, INC.
  
                         Current Report on Form 8-K
  
                               Exhibit Index
  
  Exhibit No.	   Description
  
  2.1	          	Purchase and Assumption Agreement, dated as of August 26, 
                 1998, by and between Capital City Bank and First Union 
                 National Bank.
  
  2.2		          Addendum to Purchase and Assumption Agreement, dated as of 
                 December 3, 1998, by and between Capital City Bank and 
                 First Union National Bank.
  
  2.3		          Second Addendum to Purchase and Assumption Agreement, dated 
                 as of December 4, 1998, by and between Capital City Bank 
                 and First Union National Bank.
  
  99.1	         	Copy of the Company's Press Release issued December 7, 1998.