As filed with the Securities and Exchange Commission on June 8, 1995

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8
Registration Statement Under the Securities Act of 1933

Capital City Bank Group, Inc.
(Exact Name of Registrant as Specified in its Charter)

     State of Florida                                  59-2273542    
(State or Other Jurisdiction                (IRS Employer Identification No.)
   of Incorporation or
      Organization)

217 N. Monroe Street, Tallahassee, Florida  32301
(Address of Principal Executive Offices) (Zip Code)

Capital City Bank Group, Inc.
1995 Associate Stock Purchase Plan
(Full Title of the Plan)

Copies To:

J. Kimbrough Davis,              Jeffrey A. Stoops, Esq.
Senior Vice President and        Gunster, Yoakley, Valdes-Fauli
Chief Financial Officer                & Stewart, P.A.
217 N. Monroe Street             777 S. Flagler Drive
Tallahassee, Florida  32301      Suite 500-East Tower
(904) 671-0610                   West Palm Beach, Florida  33401

(Name, Address and Telephone 
 Number of Agent for Service)

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 
1933, other than securities offered only in connection with dividend or 
interest reinvestment plans, check the following line:   X  

                                CALCULATION OF REGISTRATION FEE
                                                                             
                                 Proposed          Proposed
Title of                         Maximum           Maximum
Securities      Amount           Offering          Aggregate        Amount of
to be           to be            Price             Offering         Registration
Registered      Registered(1)    Per Share (2)     Price            Fee
                                                                           
Common Stock    150,000 shares   $31.00            $4,650,000       $1,603.45
                        
(1) Together with an indeterminate number of additional shares which may be 
necessary to adjust the number of shares reserved for issuance pursuant to 
the Capital City Bank Group, Inc. Associate Stock Purchase Plan as the 
result of a stock split, stock dividend or similar adjustment of the 
outstanding common stock of Capital City Bank Group, Inc. pursuant to 17
C.F.R. 230.416(a).

(2) Calculated pursuant to Rule 457(h), based on the last available sales 
price data for the common stock available to management of the Registrant, in 
accordance with Rule 457(h) and (c).

Page 1 of 8 pages contained in the sequential numbering system. The Exhibit 
Index may be found on Page 5 of the sequential numbering system.

This Registration Statement shall become effective upon the filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended and 17 C.F.R. 
230.462.
<PAGE>
PART I

Item 1.  Plan Information

This Registration Statement relates to the registration of 150,000 shares of 
Common Stock, $.01 par value per share, of Capital City Bank Group, Inc. (the 
"Company" or the "Registrant") reserved for issuance and delivery under the 
Capital City Bank Group, Inc. 1995 Associate Stock Purchase Plan (the "Plan"). 
Documents containing the information required by Part I of the Registration 
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1).  Such documents are not filed with the Securities and Exchange 
Commission (the "Commission" or the "SEC") either as part of this Registration 
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in 
reliance on Rule 428.

Item 2.  Registrant Information and Employee Plan Annual Information. 

The information required by this Item 2 is contained in the Prospectus 
meeting the requirements of Section 10(a) of the Securities Act of 1933, as
amended.

PART II

Information Not Required in the Prospectus


Item 3.  Incorporation of Documents by Reference.

The following documents filed or to be filed with the Commission are 
incorporated by reference in this Registration Statement:

(a)  The Registrant's Annual Report on Form 10-K (Commission File No. 0-13358)
for the fiscal year ended December 31, 1994, which includes the consolidated 
statements of financial condition of the Company at December 31, 1994 and 
1993, and the related consolidated statements of income, consolidated and 
parent company statements of shareholders' equity and consolidated statements
of cash flows for each of the years in the three-year period ended 
December 31, 1994, together with the related notes and report of independent
certified public accountants filed with the Commission on March 29, 1995, as
amended on April 5, 1995.

(b)  The description of the Common Stock contained on Page 2 of the Company's 
Registration Statement on Form S-14 filed with the Commission on August 26, 1983
(Commission File No. 2-86158).

(c)  All documents filed by the Company pursuant to Sections 13(a) and (c), 14 
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated by reference in the Registration Statement and to
be a part thereof from the date of filing of such document.  Any statement
contained in this Registration Statement, or in a document incorporated or 
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein, 
modifies or supersedes such statement.  Any such statement so modified or 
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

None.  Neither the named experts or counsel referenced below have an interest in
the Registrant.

Item 6.  Indemnification of Directors and Officers.

Section 607.0850 of the Florida Business Corporation Act (the "Act") provides
that a corporation may indemnify a director or officer of the corporation and
purchase and maintain liability insurance for those persons as, and to the
extent, permitted by Section 607.0850 of the Act.  
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the 
Registrant, the Registrant has been informed that in the opinion of the 
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

5.1  Opinion of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. regarding the
legality of the securities being offered hereby.

23.1  Consent of Arthur Andersen LLP

23.2  Consent of James D.A. Holley & Co.

23.3  Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. (contained in 
Exhibit 5.1).

Item 9.  Undertakings.

The undersigned hereby undertakes:

(1)(a) To file, during any period in which offers or sales are being made, a 
post effective amendment to this Registration Statement:

     (i) To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

    (ii) To reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a 
fundamental change in the information set forth in the registration statement;

   (iii) To include any material information with respect to the plan of 
distribution not previously disclosed in the registration  statement or any 
material change to such information in the registration statement;

Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Registrant pursuant to 
Section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

(b)  That, for the purpose of determining any liability under the Securities 
Act of 1933, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

(2)  To remove from registration by means of a post effective amendment any of 
the securities being registered which remain unsold at the termination of the 
Plan.

(3)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Securities Exchange Act of 1934 that is incorporated by reference in the 
Registration Statement shall be deemed to be a new Registration Statement 
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(4)  The undersigned Registrant hereby undertakes to deliver or cause to be 
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by 
reference in the prospectus and furnished pursuant to and meeting the 
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by 
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom  the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in 
the prospectus to provide such interim financial information.
<PAGE>
(5)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 
has been advised that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the Act and is, 
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the 
successful defense of any action, suit or proceeding) is asserted by such 
director, officer or controlling person in connection with the securities 
being registered, the Registrant will, unless in the opinion of its counsel 
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe it meets all the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Tallahassee, State of Florida, on the 8th day of
June, 1995.

Capital City Bank Group, Inc.


By: /s/ William G. Smith, Jr.         
William G. Smith, Jr., President and Director
(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

Signature                          Title                           Date

/s/ Dubose Ausley            Chairman of the Board            June 8, 1995
Dubose Ausley

/s/ Thomas A. Barron         Director                         June 8, 1995
Thomas A. Barron 

/s/ Cader B. Cox, III        Director                         June 8, 1995
Cader B. Cox, III 

/s/ John K. Humphress        Director                         June 8, 1995
John K. Humphress

/s/ Payne H. Midyette        Director                         June 8, 1995
Payne H. Midyette, Jr.

/s/ Godfrey Smith            Director                         June 8, 1995
Godfrey Smith

/s/ William G. Smith, Jr.    Director                         June 8, 1995
William G. Smith, Jr.

<PAGE>




EXHIBIT INDEX

                                                          Page Number in
                                                      Sequentially Numbered
Exhibit Number                                                 Copy         

5.1  Opinion of Gunster, Yoakley, Valdes-                        6
     Fauli & Stewart, P.A. regarding the
     legality of the securities
     being offered hereby

23.1  Consent of Arthur Andersen LLP                             7

23.2  Consent of James D.A. Holley & Co.                         8

23.3  Consent of Gunster, Yoakley, Valdes-                       6  
      Fauli & Stewart, P.A. (contained
      in Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13610}]
{"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": "S-8", "act": "33", "file-number": "033-60113", "film-number": "95546217"}, "business-address": {"street1": "217 N MONROE ST", "city": "TALLAHASSEE", "state": "FL", "zip": "32301", "phone": "9042241171"}}
As filed with the Securities and Exchange Commission on June 8, 1995

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8
Registration Statement Under the Securities Act of 1933

Capital City Bank Group, Inc.
(Exact Name of Registrant as Specified in its Charter)

     State of Florida                                  59-2273542    
(State or Other Jurisdiction                (IRS Employer Identification No.)
   of Incorporation or
      Organization)

217 N. Monroe Street, Tallahassee, Florida  32301
(Address of Principal Executive Offices) (Zip Code)

Capital City Bank Group, Inc.
1995 Associate Stock Purchase Plan
(Full Title of the Plan)

Copies To:

J. Kimbrough Davis,              Jeffrey A. Stoops, Esq.
Senior Vice President and        Gunster, Yoakley, Valdes-Fauli
Chief Financial Officer                & Stewart, P.A.
217 N. Monroe Street             777 S. Flagler Drive
Tallahassee, Florida  32301      Suite 500-East Tower
(904) 671-0610                   West Palm Beach, Florida  33401

(Name, Address and Telephone 
 Number of Agent for Service)

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 
1933, other than securities offered only in connection with dividend or 
interest reinvestment plans, check the following line:   X  

                                CALCULATION OF REGISTRATION FEE
                                                                             
                                 Proposed          Proposed
Title of                         Maximum           Maximum
Securities      Amount           Offering          Aggregate        Amount of
to be           to be            Price             Offering         Registration
Registered      Registered(1)    Per Share (2)     Price            Fee
                                                                           
Common Stock    150,000 shares   $31.00            $4,650,000       $1,603.45
                        
(1) Together with an indeterminate number of additional shares which may be 
necessary to adjust the number of shares reserved for issuance pursuant to 
the Capital City Bank Group, Inc. Associate Stock Purchase Plan as the 
result of a stock split, stock dividend or similar adjustment of the 
outstanding common stock of Capital City Bank Group, Inc. pursuant to 17
C.F.R. 230.416(a).

(2) Calculated pursuant to Rule 457(h), based on the last available sales 
price data for the common stock available to management of the Registrant, in 
accordance with Rule 457(h) and (c).

Page 1 of 8 pages contained in the sequential numbering system. The Exhibit 
Index may be found on Page 5 of the sequential numbering system.

This Registration Statement shall become effective upon the filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended and 17 C.F.R. 
230.462.
PART I

Item 1.  Plan Information

This Registration Statement relates to the registration of 150,000 shares of 
Common Stock, $.01 par value per share, of Capital City Bank Group, Inc. (the 
"Company" or the "Registrant") reserved for issuance and delivery under the 
Capital City Bank Group, Inc. 1995 Associate Stock Purchase Plan (the "Plan"). 
Documents containing the information required by Part I of the Registration 
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1).  Such documents are not filed with the Securities and Exchange 
Commission (the "Commission" or the "SEC") either as part of this Registration 
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in 
reliance on Rule 428.

Item 2.  Registrant Information and Employee Plan Annual Information. 

The information required by this Item 2 is contained in the Prospectus 
meeting the requirements of Section 10(a) of the Securities Act of 1933, as
amended.

PART II

Information Not Required in the Prospectus

Item 3.  Incorporation of Documents by Reference.

The following documents filed or to be filed with the Commission are 
incorporated by reference in this Registration Statement:

(a)  The Registrant's Annual Report on Form 10-K (Commission File No. 0-13358)
for the fiscal year ended December 31, 1994, which includes the consolidated 
statements of financial condition of the Company at December 31, 1994 and 
1993, and the related consolidated statements of income, consolidated and 
parent company statements of shareholders' equity and consolidated statements
of cash flows for each of the years in the three-year period ended 
December 31, 1994, together with the related notes and report of independent
certified public accountants filed with the Commission on March 29, 1995, as
amended on April 5, 1995.

(b)  The description of the Common Stock contained on Page 2 of the Company's 
Registration Statement on Form S-14 filed with the Commission on August 26, 1983
(Commission File No. 2-86158).

(c)  All documents filed by the Company pursuant to Sections 13(a) and (c), 14 
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated by reference in the Registration Statement and to
be a part thereof from the date of filing of such document.  Any statement
contained in this Registration Statement, or in a document incorporated or 
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein, 
modifies or supersedes such statement.  Any such statement so modified or 
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

None.  Neither the named experts or counsel referenced below have an interest in
the Registrant.

Item 6.  Indemnification of Directors and Officers.

Section 607.0850 of the Florida Business Corporation Act (the "Act") provides
that a corporation may indemnify a director or officer of the corporation and
purchase and maintain liability insurance for those persons as, and to the
extent, permitted by Section 607.0850 of the Act.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the 
Registrant, the Registrant has been informed that in the opinion of the 
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

5.1  Opinion of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. regarding the
legality of the securities being offered hereby.

23.1  Consent of Arthur Andersen LLP

23.2  Consent of James D.A. Holley & Co.

23.3  Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. (contained in 
Exhibit 5.1).

Item 9.  Undertakings.

The undersigned hereby undertakes:

(1)(a) To file, during any period in which offers or sales are being made, a 
post effective amendment to this Registration Statement:

     (i) To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

    (ii) To reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a 
fundamental change in the information set forth in the registration statement;

   (iii) To include any material information with respect to the plan of 
distribution not previously disclosed in the registration  statement or any 
material change to such information in the registration statement;

Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Registrant pursuant to 
Section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

(b)  That, for the purpose of determining any liability under the Securities 
Act of 1933, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

(2)  To remove from registration by means of a post effective amendment any of 
the securities being registered which remain unsold at the termination of the 
Plan.

(3)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Securities Exchange Act of 1934 that is incorporated by reference in the 
Registration Statement shall be deemed to be a new Registration Statement 
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(4)  The undersigned Registrant hereby undertakes to deliver or cause to be 
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by 
reference in the prospectus and furnished pursuant to and meeting the 
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by 
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom  the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in 
the prospectus to provide such interim financial information.
(5)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 
has been advised that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the Act and is, 
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the 
successful defense of any action, suit or proceeding) is asserted by such 
director, officer or controlling person in connection with the securities 
being registered, the Registrant will, unless in the opinion of its counsel 
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe it meets all the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Tallahassee, State of Florida, on the 8th day of
June, 1995.

Capital City Bank Group, Inc.

By: /s/ William G. Smith, Jr.         
William G. Smith, Jr., President and Director
(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

Signature                          Title                           Date

/s/ Dubose Ausley            Chairman of the Board            June 8, 1995
Dubose Ausley

/s/ Thomas A. Barron         Director                         June 8, 1995
Thomas A. Barron 

/s/ Cader B. Cox, III        Director                         June 8, 1995
Cader B. Cox, III 

/s/ John K. Humphress        Director                         June 8, 1995
John K. Humphress

/s/ Payne H. Midyette        Director                         June 8, 1995
Payne H. Midyette, Jr.

/s/ Godfrey Smith            Director                         June 8, 1995
Godfrey Smith

/s/ William G. Smith, Jr.    Director                         June 8, 1995
William G. Smith, Jr.
EXHIBIT INDEX

                                                          Page Number in
                                                      Sequentially Numbered
Exhibit Number                                                 Copy         

5.1  Opinion of Gunster, Yoakley, Valdes-                        6
     Fauli & Stewart, P.A. regarding the
     legality of the securities
     being offered hereby

23.1  Consent of Arthur Andersen LLP                             7

23.2  Consent of James D.A. Holley & Co.                         8

23.3  Consent of Gunster, Yoakley, Valdes-                       6  
      Fauli & Stewart, P.A. (contained
      in Exhibit 5.1)