content: 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): July 1, 1996
  
  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: (904) 671-0610
  
  Not Applicable
  (Former Name or Former Address, if Changed Since Last Report)
  <PAGE>
  CAPITAL CITY BANK GROUP, INC.
  
  FORM 8-K
  CURRENT REPORT
  
  Item 2.        Acquisition or Disposition of Assets
  
       On July 1, 1996, Capital City Bank Group, Inc. (the "Company"),
  consummated its acquisition of First Financial Bancorp, Inc., a Florida
  corporation ("First Financial"), parent company to First Federal Bank,
  Tallahassee, Florida.  Pursuant to the terms of the Agreement and Plan of
  Merger dated as of December 10, 1995, each share of common stock of First
  Financial issued and outstanding on July 1, 1996 was converted into the right
  to receive from the Company $22.00 in cash.  Total consideration paid to First
  Financial common stockholders and holders of options to acquire First Financial
  common stock was $20.3 million.  In the near future First Federal Bank will be
  combined with and into Capital City Bank, a wholly owned subsidiary of the
  Company.  Prior to consummation of the merger, First Financial, through First
  Federal Bank, conducted business from its headquarters and main office in
  Tallahassee, Florida and five other full service offices in northern and west-
  central Florida.  At March 31, 1996, First Financial had assets of
  approximately $240.4 million, deposits of approximately $210.0 million and
  stockholders' equity of approximately $15.3 million.
  
       Information regarding the merger is set forth in the Agreement and Plan of
  Merger dated as of December 10, 1995, which is incorporated by reference and
  previously filed as Exhibit 2(a) to the Company's Annual Report on Form 10-K
  for the fiscal year ended December 31, 1995.
  
  Item 7.         Financial Statements, Pro Forma Financial Information and
                  Exhibits
  
       (a)  Financial Statements of Business Acquired:    To be filed by
  amendment as soon as practicable but not later than 60 days from the date this
  Current Report on Form 8-K is required to be filed, or September 13, 1996.
  <PAGE>
       (b)  Pro Forma Financial Information:    To be filed by amendment as soon
  as practicable but not later than 60 days from the date this Current Report on
  Form 8-K is required to be filed, or September 13, 1996.
  
       (c)  Exhibits:
  
                           Exhibit 2.1    Agreement and Plan of Merger dated as
                      of December 10, 1995 (incorporated by reference and
                      previously filed as Exhibit 2(a) to the Company's Annual
                      Report on Form 10-K for the fiscal year ended December 31,
                      1995).
  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:                              By:/S/ J. KIMBROUGH DAVIS
                                     J. Kimbrough Davis
                                     Senior Vice President and Chief
                                     Financial Officer
  
  EXHIBIT INDEX
  
  
  Exhibit 2.1    Agreement and Plan of Merger dated as of December 10, 1995
            (incorporated by reference and previously filed as Exhibit 2(a) to
            the Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1995).
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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": "96594639"}, "business-address": {"street1": "217 N MONROE ST", "city": "TALLAHASSEE", "state": "FL", "zip": "32301", "phone": "9042241171"}}
text: 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): July 1, 1996
  
  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: (904) 671-0610
  
  Not Applicable
  (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
  
       On July 1, 1996, Capital City Bank Group, Inc. (the "Company"),
  consummated its acquisition of First Financial Bancorp, Inc., a Florida
  corporation ("First Financial"), parent company to First Federal Bank,
  Tallahassee, Florida.  Pursuant to the terms of the Agreement and Plan of
  Merger dated as of December 10, 1995, each share of common stock of First
  Financial issued and outstanding on July 1, 1996 was converted into the right
  to receive from the Company $22.00 in cash.  Total consideration paid to First
  Financial common stockholders and holders of options to acquire First Financial
  common stock was $20.3 million.  In the near future First Federal Bank will be
  combined with and into Capital City Bank, a wholly owned subsidiary of the
  Company.  Prior to consummation of the merger, First Financial, through First
  Federal Bank, conducted business from its headquarters and main office in
  Tallahassee, Florida and five other full service offices in northern and west-
  central Florida.  At March 31, 1996, First Financial had assets of
  approximately $240.4 million, deposits of approximately $210.0 million and
  stockholders' equity of approximately $15.3 million.
  
       Information regarding the merger is set forth in the Agreement and Plan of
  Merger dated as of December 10, 1995, which is incorporated by reference and
  previously filed as Exhibit 2(a) to the Company's Annual Report on Form 10-K
  for the fiscal year ended December 31, 1995.
  
  Item 7.         Financial Statements, Pro Forma Financial Information and
                  Exhibits
  
       (a)  Financial Statements of Business Acquired:    To be filed by
  amendment as soon as practicable but not later than 60 days from the date this
  Current Report on Form 8-K is required to be filed, or September 13, 1996.
  (b)  Pro Forma Financial Information:    To be filed by amendment as soon
  as practicable but not later than 60 days from the date this Current Report on
  Form 8-K is required to be filed, or September 13, 1996.
  
       (c)  Exhibits:
  
                           Exhibit 2.1    Agreement and Plan of Merger dated as
                      of December 10, 1995 (incorporated by reference and
                      previously filed as Exhibit 2(a) to the Company's Annual
                      Report on Form 10-K for the fiscal year ended December 31,
                      1995).
  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:                              By:/S/ J. KIMBROUGH DAVIS
                                     J. Kimbrough Davis
                                     Senior Vice President and Chief
                                     Financial Officer
  
  EXHIBIT INDEX
  
  Exhibit 2.1    Agreement and Plan of Merger dated as of December 10, 1995
            (incorporated by reference and previously filed as Exhibit 2(a) to
            the Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1995).