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.
        ----------------------------------------------------
       (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
                                                      -------------
  
  <PAGE>
  
  
                     CAPITAL CITY BANK GROUP, INC.
  
                               FORM 8-K
                            CURRENT REPORT
  
  Item 4.  Changes in Registrant's Certifying Accountant.
  
    On May 29, 2002, the Board of Directors of Capital City Bank
  Group, Inc. (the "Company"), on the recommendation of its Audit
  Committee, decided to no longer engage Arthur Andersen LLP
  ("Arthur Andersen") as the Company's independent public
  accountants and to engage KPMG LLP ("KPMG") to serve as the
  Company's independent public accountants for the fiscal year
  2002.
  
  For each of the years ended December 31, 2001, 2000 and 1999,
  Arthur Andersen's reports on the Company's consolidated 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, 2001 and 2000 and through the
  date hereof, 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 Company's consolidated financial statements
  for such years; and there were no reportable events as defined in
  Item 304(a)(1)(v) of Regulation S-K.
  
  The Company has provided Arthur Andersen with a copy of the
  foregoing disclosures.  Attached as Exhibit 16 is a copy of
  Arthur Andersen's letter, dated May 29, 2002, stating its
  agreement with such statements.
  
  During the years ended December 31, 2001 and 2000 and through the
  date hereof, the Company 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 Company's consolidated financial
  statements, or any other matters or reportable events as set
  forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
  
  Item 7.  Financial Statements, Pro Forma Financial Information
           and Exhibits
  
  (c)  Exhibits.
  
       Exhibit 16   Letter from Arthur Andersen      Filed with
                    LLP to the Securities and        this document
                    Exchange Commission,
                    dated May 29, 2002.
  
  
  
                                  2
  
  <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:      May 31, 2002           By:  /s/ J. Kimbrough Davis
             ------------                ------------------------
                                         J. Kimbrough Davis,
                                         Executive Vice President
                                         and Chief Financial Officer
  
  
  
                                  3
  
  
  <PAGE>
  
  
                    CAPITAL CITY BANK GROUP, INC.
  
                     Current Report on Form 8-K
  
                          Exhibit Index
  
  Exhibit No.   Description
  ----------    -----------
  
      16        Letter from Arthur Andersen LLP to the Securities
                and Exchange Commission, dated May 29, 2002
  
  
  <PAGE>
  
  
  Exhibit 16
  
  
  
  Office of the Chief Accountant
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, DC 20549
  
  
  
  May 29, 2002
  
  
  
  
  Dear Sir/Madam:
  
  We have read paragraphs 1, 2, 3 and 4 of Item 4 included in the
  Form 8-K, dated May 29, 2002, of Capital City Bank Group, Inc. to
  be filed with the Securities and Exchange Commission and are in
  agreement with the statements contained therein.
  
  Very truly yours,
  
  
  
  /s/ Arthur Andersen LLP
  
  
  cc:  Mr. J. Kimbrough Davis
       Executive Vice President and Chief Financial Officer,
       Capital City Bank Group, Inc.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "k8.txt", "secsgml_size_bytes": 5282}]
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": "02667369"}, "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.
        ----------------------------------------------------
       (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 4.  Changes in Registrant's Certifying Accountant.
  
    On May 29, 2002, the Board of Directors of Capital City Bank
  Group, Inc. (the "Company"), on the recommendation of its Audit
  Committee, decided to no longer engage Arthur Andersen LLP
  ("Arthur Andersen") as the Company's independent public
  accountants and to engage KPMG LLP ("KPMG") to serve as the
  Company's independent public accountants for the fiscal year
  2002.
  
  For each of the years ended December 31, 2001, 2000 and 1999,
  Arthur Andersen's reports on the Company's consolidated 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, 2001 and 2000 and through the
  date hereof, 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 Company's consolidated financial statements
  for such years; and there were no reportable events as defined in
  Item 304(a)(1)(v) of Regulation S-K.
  
  The Company has provided Arthur Andersen with a copy of the
  foregoing disclosures.  Attached as Exhibit 16 is a copy of
  Arthur Andersen's letter, dated May 29, 2002, stating its
  agreement with such statements.
  
  During the years ended December 31, 2001 and 2000 and through the
  date hereof, the Company 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 Company's consolidated financial
  statements, or any other matters or reportable events as set
  forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
  
  Item 7.  Financial Statements, Pro Forma Financial Information
           and Exhibits
  
  (c)  Exhibits.
  
       Exhibit 16   Letter from Arthur Andersen      Filed with
                    LLP to the Securities and        this document
                    Exchange Commission,
                    dated May 29, 2002.
  
                                  2
  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:      May 31, 2002           By:  /s/ J. Kimbrough Davis
             ------------                ------------------------
                                         J. Kimbrough Davis,
                                         Executive Vice President
                                         and Chief Financial Officer
  
                                  3
  CAPITAL CITY BANK GROUP, INC.
  
                     Current Report on Form 8-K
  
                          Exhibit Index
  
  Exhibit No.   Description
  ----------    -----------
  
      16        Letter from Arthur Andersen LLP to the Securities
                and Exchange Commission, dated May 29, 2002
  Exhibit 16
  
  Office of the Chief Accountant
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, DC 20549
  
  May 29, 2002
  
  Dear Sir/Madam:
  
  We have read paragraphs 1, 2, 3 and 4 of Item 4 included in the
  Form 8-K, dated May 29, 2002, of Capital City Bank Group, Inc. to
  be filed with the Securities and Exchange Commission and are in
  agreement with the statements contained therein.
  
  Very truly yours,
  
  /s/ Arthur Andersen LLP
  
  cc:  Mr. J. Kimbrough Davis
       Executive Vice President and Chief Financial Officer,
       Capital City Bank Group, Inc.