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 7, 1999
  
  
  
                    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
  
       On May 7, 1999, Capital City Bank Group, Inc. (the
  "Company") completed its acquisition of Grady Holding Company
  ("GHC").  In the acquisition, GHC's subsidiary national bank,
  First National Bank of Grady County ("FNBGC"), merged into the
  Company's newly formed national bank subsidiary, CCBG Interim
  National Bank ("Interim").  Immediately following the merger,
  Interim changed its name to First National Bank of Grady County.
  
       As of March 31, 1999, GHC had consolidated total assets of
  approximately $112 million, consolidated loans of approximately
  $92 million, consolidated deposits of approximately $93 million
  and consolidated stockholders' equity of approximately $17
  million.  FNBGC operates two banking offices in Cairo and one in
  Whigham, Georgia.
  
       GHC shareholders received 115.885 shares of the Company's
  common stock for each share of GHC common stock, and FNBGC
  shareholders (other than GHC) received 21.5 shares of the
  Company's common stock for each share of FNBGC common stock.   As
  a result, the Company issued approximately 1,309,565 million
  shares of its common  stock for all the shares of GHC and FNBGC
  common stock.  The acquisition was accounted for as a tax-free
  pooling of interests.
  
            See Exhibit 99.1.
  
  Item 7.   Financial Statements, Pro Forma Financial Information
  and Exhibits
  
  (a)  Financial Statements of Business Acquired.
  
       Not applicable.  Pursuant to the requirements of Regulation
       S-X, no historical financial statements are required or
       included herein.
  
  (b)  Pro Forma Financial Information.
  
       Not applicable.  Pursuant to the requirements of Regulation
       S-X, no historical financial statements are required or
       included herein.
  
  (c)  Exhibits.
  
       99.1 Copy of the Company's Press Release issued May 10, 1999.
  
  
                             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 20, 1999
  
  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
  
  99.1       Copy  of  the Company's Press Release issued  May  10, 1999.
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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": "99631122"}, "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): May 7, 1999
  
                    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
  
       On May 7, 1999, Capital City Bank Group, Inc. (the
  "Company") completed its acquisition of Grady Holding Company
  ("GHC").  In the acquisition, GHC's subsidiary national bank,
  First National Bank of Grady County ("FNBGC"), merged into the
  Company's newly formed national bank subsidiary, CCBG Interim
  National Bank ("Interim").  Immediately following the merger,
  Interim changed its name to First National Bank of Grady County.
  
       As of March 31, 1999, GHC had consolidated total assets of
  approximately $112 million, consolidated loans of approximately
  $92 million, consolidated deposits of approximately $93 million
  and consolidated stockholders' equity of approximately $17
  million.  FNBGC operates two banking offices in Cairo and one in
  Whigham, Georgia.
  
       GHC shareholders received 115.885 shares of the Company's
  common stock for each share of GHC common stock, and FNBGC
  shareholders (other than GHC) received 21.5 shares of the
  Company's common stock for each share of FNBGC common stock.   As
  a result, the Company issued approximately 1,309,565 million
  shares of its common  stock for all the shares of GHC and FNBGC
  common stock.  The acquisition was accounted for as a tax-free
  pooling of interests.
  
            See Exhibit 99.1.
  
  Item 7.   Financial Statements, Pro Forma Financial Information
  and Exhibits
  
  (a)  Financial Statements of Business Acquired.
  
       Not applicable.  Pursuant to the requirements of Regulation
       S-X, no historical financial statements are required or
       included herein.
  
  (b)  Pro Forma Financial Information.
  
       Not applicable.  Pursuant to the requirements of Regulation
       S-X, no historical financial statements are required or
       included herein.
  
  (c)  Exhibits.
  
       99.1 Copy of the Company's Press Release issued May 10, 1999.
  
                             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 20, 1999
  
  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
  
  99.1       Copy  of  the Company's Press Release issued  May  10, 1999.