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 900

(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 CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2004

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	01/29/2004		A⁽¹⁾		2,670⁽²⁾	A	$0	1,684,144.628⁽³⁾⁽⁴⁾	D
Common Stock								24,510.555⁽³⁾⁽⁵⁾⁽⁶⁾	I	Spouse
Common Stock								3,132.373⁽³⁾⁽⁷⁾	I	By IRA
Common Stock								2,943.274⁽³⁾⁽⁸⁾	I	By Wife's IRA
Common Stock								342,111.314⁽³⁾⁽⁹⁾	D
Common Stock								27,251.508⁽³⁾	I	Trust - Son
Common Stock								27,251.508⁽³⁾	I	Trust- Daughter
Common Stock								31,280.26⁽³⁾⁽¹⁰⁾	I	Custodian - Son
Common Stock								460,522.882⁽³⁾⁽¹¹⁾	I	2S Partnership

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. This transaction is exempt from Section 16 reporting and is being voluntarily reported by the reporting person.

2. These shares were issued under a performance share award granted under the 1996 Associate Incentive Plan of Capital City Bank Group, Inc. ("the Company") in a transaction exempt from the short-swing profit liability provisions of Section 16 pursuant to Rule 16b-3(d) promulgated thereunder.

3. These shares are adjusted for the 5 for 4 stock split in the form of a stock dividend effective June 13, 2003.

4. Includes 275.57 of common stock acquired during the fiscal year 2003 pursuant to the Company's 1996 Dividenf Reinvestment Plan. These acquisitions were exempt from the reporting and short-swing profit liabilty provisions of Section 16 pursuant to Rule 16a-11 promulgated thereunder.

5. The rporting person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that the reporting person is beneficial owner of such securities.

6. Includes 4.892 of coomon stock acquired during the fiscal year 2003 pursuant to the Company's 1996 Dividend Reinvestment Plan. These acquisitions were exempt from the reporting and short-swing profit liabilty provisions of Section 16 pursuant to Rule 16a-11 promulgated thereunder.

7. Includes 49.507 of common stock acquired during the fiscal year 2003 pursuant to the Company's 1996 Dividend Reinvestment Plan. These shares were exempt from the reporting and short-swing profit liabliity provisions of Section 16 pursuant to Rule 16a-11 promulgated thereunder.

8. Includes 46.519 of common stock acquired during the fiscal year 2003 to the Company's 1995 Dividend Reinvestment Plan. These acquisitions wew exempt from the reporting and short-swing profit liability provisions of Section 16 pursuant to Rule 16a-11 promulgated thereunder.

9. Includes 466.26 of common stock acquired during the fiscal year 2003 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 16a-11 promulgated thereunder.

10. Includes 16.817 of common stock acquired during the fiscal year 2003 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 Rule 16a-11 promulgated thereunder.

11. Includes 49.168 of common stock acquired during the fiscal year 2003 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.

	William G. Smith, Jr.	01/29/2004
	** 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).
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