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 9, 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 5.05.   Amendments to the Registrant's Code of Ethics.
  
  On March 9, 2005, the Board of Directors of Capital City Bank Group, Inc.
  (the "Registrant") approved amendments to the Registrant's Code of Ethics for
  the Chief Executive Officer and Senior Financial Officers (the "Code").
  Amendments were made to: (a) clarify the expectations of the Registrant of
  its Chief Executive Officer and Senior Financial Officers with regard to
  financial reporting; (b) designate an officer in charge of authorizing the
  release of information to the public; (c) require the Chief Executive Officer
  and Senior Financial Officers to notify the Registrant's counsel or Chief
  Executive Officer in addition to the Audit Committee of any information the
  officer may have concerning a possible violation of the Code; (d) permit the
  Board of Directors to designate a special Board committee to grant waivers to
  the Code or to take enforcement action for violations of the Code; and (e)
  require that all waivers to the Code be posted to the Registrant's website.
  In addition, amendments were made to correct formatting and typographical
  errors.  A copy of the Code, as amended, is posted on the Registrant's
  website at http://www.ccbg.com under the heading "Investor Relations."  For
  more detailed information concerning the Code, as amended, reference is made
  to the Code of Ethics for the Chief Executive Officer and Senior Financial
  Officers filed as Exhibit 14.1 herein.
  
  Item 9.01.   Financial Statements and Exhibits.
  
        (c)    Exhibits.
  
        Item No.     Description of Exhibit
  
         14.1        Capital City Bank Group, Inc. Code of Ethics for the Chief
                     Executive Officer and Senior Financial Officers, as
                     amended on March 9, 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 10, 2005                        By: /s/ J. Kimbrough Davis
         --------------                           -----------------------
                                                  J. Kimbrough Davis,
                                                  Executive Vice President
                                                  and Chief Financial Officer
  
  
  <PAGE>
  
  
                                   EXHIBIT 14.1
                                   ------------
  
  
                  CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER
                          AND SENIOR FINANCIAL OFFICERS
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "ccbg8k.txt", "secsgml_size_bytes": 4941}]
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": "05675260"}, "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 9, 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 5.05.   Amendments to the Registrant's Code of Ethics.
  
  On March 9, 2005, the Board of Directors of Capital City Bank Group, Inc.
  (the "Registrant") approved amendments to the Registrant's Code of Ethics for
  the Chief Executive Officer and Senior Financial Officers (the "Code").
  Amendments were made to: (a) clarify the expectations of the Registrant of
  its Chief Executive Officer and Senior Financial Officers with regard to
  financial reporting; (b) designate an officer in charge of authorizing the
  release of information to the public; (c) require the Chief Executive Officer
  and Senior Financial Officers to notify the Registrant's counsel or Chief
  Executive Officer in addition to the Audit Committee of any information the
  officer may have concerning a possible violation of the Code; (d) permit the
  Board of Directors to designate a special Board committee to grant waivers to
  the Code or to take enforcement action for violations of the Code; and (e)
  require that all waivers to the Code be posted to the Registrant's website.
  In addition, amendments were made to correct formatting and typographical
  errors.  A copy of the Code, as amended, is posted on the Registrant's
  website at http://www.ccbg.com under the heading "Investor Relations."  For
  more detailed information concerning the Code, as amended, reference is made
  to the Code of Ethics for the Chief Executive Officer and Senior Financial
  Officers filed as Exhibit 14.1 herein.
  
  Item 9.01.   Financial Statements and Exhibits.
  
        (c)    Exhibits.
  
        Item No.     Description of Exhibit
  
         14.1        Capital City Bank Group, Inc. Code of Ethics for the Chief
                     Executive Officer and Senior Financial Officers, as
                     amended on March 9, 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 10, 2005                        By: /s/ J. Kimbrough Davis
         --------------                           -----------------------
                                                  J. Kimbrough Davis,
                                                  Executive Vice President
                                                  and Chief Financial Officer
  EXHIBIT 14.1
                                   ------------
  
                  CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER
                          AND SENIOR FINANCIAL OFFICERS