SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH WILLIAM G JR

(Last)

(First)

(Middle)

P.O. BOX 11248

(Street)

TALLAHASSEE

32302

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPITAL CITY BANK GROUP INC [ CCBG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and Chief

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/12/2005		P		40,000	A	$36.7	615,756.635⁽¹⁾⁽²⁾	I	2S Partnership
Common Stock								2,106,312.92⁽³⁾⁽⁴⁾	D
Common Stock								30,658.808⁽⁵⁾⁽⁶⁾	I	Wife - Paula P. Smith
Common Stock								3,781.174⁽⁷⁾	I	By Wife's IRA
Common Stock								4,023.855⁽⁸⁾	I	By IRA
Common Stock								39,133.931⁽⁹⁾⁽¹⁰⁾	I	Custodian - WGS, III
Common Stock								34,063.885⁽¹¹⁾⁽¹²⁾	I	JWS TRUST
Common Stock								34,063.885⁽¹³⁾⁽¹⁴⁾	I	WGS,III Trust
Common Stock								428,616.216⁽¹⁵⁾⁽¹⁶⁾	I	WGS TRUST

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These share includes 415.048 shares of common stock acquired during the fiscal years of 2004 and 2005 pursuant of the Company's 1996 Dividend Reinvestment Plan. These acquisitions were exempt from the reporting and short-swing profit liability provisions os Section 16 pursuant to Rule 16a-11 promulgated thereunder.

2. These shares are adjusted for the 5 for 4 stock split effective June 13, 2003 and the 5 for 4 stock split efeective June 1, 2005.

3. Includes 469.292 shares of common stock acquired during the fiscal years of 2004 and 2005 under the 1996 Dividend Reinvestment Plan. These acquisitions were exempt from the reporting and short-swing liability provisions of Section 16 pursuant to Rule 16 a-11 promulgated thereunder.

4. These shares are adjusted for the 5 for 4 stock split effective July 1, 2005.

5. Includes 17.5929 shares of common stock acquired during the fiscal years of 2004 and 2005 pursuant to the Company's 1996 Dividend Reinvestment Plan. These acquisitions were exempt from the reporting and short-swing liability provisions of Section 16 pursuant to Rule 16a-11 promulgated thereunder.

6. These shares are adjusted for the 5 for 4 stock split effective July 1, 2005.

7. Includes 195.9 shares of common stock acquired during the fiscal years of 2004 and 2005 pursuant to the Company's 1996 Dividend Reinvestment Plan. These acuisitions were exempt from the reporting and short-swing profit liability provisions of Section 16 pursuant to Rule 16a-11 promulgated thereunder.

8. Includes 208.509 shares of common stock acquired during the fiscal years of 2004 and 2005 pursuant to the Company's 1996 Dividend Reinvestment Plan. These acquisitions were exempt from the reporting and short-swing profit liability provisions of Section 16 pursuant to Rule 16a-11 promulgated thereunder.

9. Includes 28.671 of common stock acquired during the fiscal years of 2004 and 2005 pursuant to the Company's 1996 Dividend Reinvestment Plan. These acquisitions were exempt from the reporting and short-swing profit liability provisions of Section 16 pursuant to Rule 16a-11 promulgated thereunder.

10. These shares are adjusted for the 5 for 4 stock split effective July 1, 2005.

11. Includes .377 of common stock acquired during the fiscal year of 2005 pursuant to the Company's 1996 Dividend Reinvestment Plan. This acquisition was wxempt from the reporting and short-swing profit liability provisions of Section 16 pursuant to Rule 16a-11 promulgated thereunder.

12. These shares are adjusted for the 5 for 4 stock split effective July 1, 2005.

13. Includes .377of common stock acquired during the fiscal year of 2005 pursuant to the Company's 1996 Dividend Reinvestment Plan. This acquisition was exempt from the reporting and short-swing profit liability provision of Section 16 pursuant to Rul1 16a-11 promulgated thereunder.

14. These shares are adjusted for the 5 for 4 stock split effective July 1, 2005.

15. Includes 1,769.902 of common stock acquired during the fiscal years of 2004 and 2005 pursuant to the Company's 1996 Dividend Reinvestment Plan. These acquisitions were exempt from the reporting and short-swing profit liability provisions of Section 16 pursuant to Rule 16a-11 promulgatred thereunder.

16. These shares are adjusted for the 5 for 4 stock split effective July 1, 2005.

	William G. Smith, Jr.	09/13/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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