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):  March 24, 2005
                                                        --------------
  
  
                          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 1.01.      Entry into a Material Definitive Agreement.
  
  2005 Stock Option Agreement
  ---------------------------
  
  The Compensation Committee of the Board of Directors of Capital City Bank
  Group, Inc. (the "Registrant") recommended and, on March 24, 2005, the Board
  approved, the 2005 Stock Option Agreement (the "2005 Agreement") for William
  G. Smith, Jr., the Registrant's Chairman, President, and CEO.  Pursuant to
  the 2005 Agreement, the Registrant agreed to award a fixed dollar Black-
  Scholes equivalent value of stock options based on achieving a specified
  three-year compound growth rate in earnings per share ("EPS").  No award is
  earned if actual performance is below a 7.5% compound growth rate in EPS, the
  minimum performance level.  A maximum award of $500,000 is earned if the EPS
  compound growth rate equals or exceeds 12.5%, the maximum performance level.
  If the compound growth rate in EPS is greater than the minimum performance
  level and less than or equal to the maximum performance level, then the award
  will be made on a pro-rata basis.
  
  No later than 60 days after the fiscal year 2005 audited earnings of the
  Registrant have been released to the general public, Mr. Smith will become
  eligible to receive the grant of the stock options under the 2005 Agreement.
  The exercise price will be set at the closing price of a share of Common
  Stock of the Registrant as reported on the NASDAQ National Market as of the
  grant date.
  
  Provided that Mr. Smith remains in the employ of the Registrant, any stock
  options awarded pursuant to the 2005 Agreement, will vest at a rate of one-
  third (1/3) on each of the first, second and third anniversaries of the grant
  date, unless a change of control occurs, in which case the stock options will
  immediately vest.
  
  2004 Stock Option Agreement
  ---------------------------
  
  The Registrant awarded 29,797 ten-year non-qualified stock options to Mr.
  Smith pursuant to the 2004 Stock Option Agreement (the "2004 Agreement").
  The criteria for the award under the 2004 Agreement was substantially similar
  to the criteria under the 2005 Agreement.  Provided that Mr. Smith remains in
  the employ of the Registrant, these stock options will vest at a rate of one-
  third (1/3) on each of the first, second and third anniversaries of the grant
  date, unless a change of control occurs, in which case the stock options will
  immediately vest.  The exercise price for the stock options is $40.86, which
  was 100 percent of the fair market value of a share of the Registrant's
  Common Stock on the date the options were priced.
  
  
  <PAGE>
  
  
  Item 9.01.   Financial Statements and Exhibits.
  
        (c)    Exhibits.
  
        Item No.     Description of Exhibit
        -------      ----------------------
         10.1        2005 Stock Option Agreement by and between Capital City
                     Bank Group, Inc. and William G. Smith, Jr., dated
                     March 24, 2005.
  
  
  <PAGE>
  
  
                                 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:  March 31, 2005                        By: /s/ J. Kimbrough Davis
         --------------                           -----------------------
                                                  J. Kimbrough Davis,
                                                  Executive Vice President
                                                  and Chief Financial Officer
  
  
  <PAGE>
  
  
                                   EXHIBIT 10.1
                                   ------------
  
  
                           2005 STOCK OPTION AGREEMENT
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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": "05720819"}, "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):  March 24, 2005
                                                        --------------
  
                          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 1.01.      Entry into a Material Definitive Agreement.
  
  2005 Stock Option Agreement
  ---------------------------
  
  The Compensation Committee of the Board of Directors of Capital City Bank
  Group, Inc. (the "Registrant") recommended and, on March 24, 2005, the Board
  approved, the 2005 Stock Option Agreement (the "2005 Agreement") for William
  G. Smith, Jr., the Registrant's Chairman, President, and CEO.  Pursuant to
  the 2005 Agreement, the Registrant agreed to award a fixed dollar Black-
  Scholes equivalent value of stock options based on achieving a specified
  three-year compound growth rate in earnings per share ("EPS").  No award is
  earned if actual performance is below a 7.5% compound growth rate in EPS, the
  minimum performance level.  A maximum award of $500,000 is earned if the EPS
  compound growth rate equals or exceeds 12.5%, the maximum performance level.
  If the compound growth rate in EPS is greater than the minimum performance
  level and less than or equal to the maximum performance level, then the award
  will be made on a pro-rata basis.
  
  No later than 60 days after the fiscal year 2005 audited earnings of the
  Registrant have been released to the general public, Mr. Smith will become
  eligible to receive the grant of the stock options under the 2005 Agreement.
  The exercise price will be set at the closing price of a share of Common
  Stock of the Registrant as reported on the NASDAQ National Market as of the
  grant date.
  
  Provided that Mr. Smith remains in the employ of the Registrant, any stock
  options awarded pursuant to the 2005 Agreement, will vest at a rate of one-
  third (1/3) on each of the first, second and third anniversaries of the grant
  date, unless a change of control occurs, in which case the stock options will
  immediately vest.
  
  2004 Stock Option Agreement
  ---------------------------
  
  The Registrant awarded 29,797 ten-year non-qualified stock options to Mr.
  Smith pursuant to the 2004 Stock Option Agreement (the "2004 Agreement").
  The criteria for the award under the 2004 Agreement was substantially similar
  to the criteria under the 2005 Agreement.  Provided that Mr. Smith remains in
  the employ of the Registrant, these stock options will vest at a rate of one-
  third (1/3) on each of the first, second and third anniversaries of the grant
  date, unless a change of control occurs, in which case the stock options will
  immediately vest.  The exercise price for the stock options is $40.86, which
  was 100 percent of the fair market value of a share of the Registrant's
  Common Stock on the date the options were priced.
  Item 9.01.   Financial Statements and Exhibits.
  
        (c)    Exhibits.
  
        Item No.     Description of Exhibit
        -------      ----------------------
         10.1        2005 Stock Option Agreement by and between Capital City
                     Bank Group, Inc. and William G. Smith, Jr., dated
                     March 24, 2005.
  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:  March 31, 2005                        By: /s/ J. Kimbrough Davis
         --------------                           -----------------------
                                                  J. Kimbrough Davis,
                                                  Executive Vice President
                                                  and Chief Financial Officer
  EXHIBIT 10.1
                                   ------------
  
                           2005 STOCK OPTION AGREEMENT