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 ROBERT HILL

(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)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President

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								1,887,233.635⁽³⁾⁽⁴⁾	D
Common Stock								50,080.256⁽⁵⁾⁽⁶⁾	I	Custodian - Daughter
Common Stock								50,080.256⁽⁷⁾⁽⁸⁾	I	Custodian - Son
Common Stock								35,023.896⁽⁹⁾⁽¹⁰⁾	I	VAS TRUST
Common Stock								35,023.896⁽¹¹⁾⁽¹²⁾	I	WHS TRUST
Common Stock								428,616.216⁽¹³⁾⁽¹⁴⁾	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 shares include 415.048 shares of common stsock acquired during the fiscal years of 2002, 2003, 2004 and 2005 pursuant of the Company's 1995 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.

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

3. These shares include 415.048 shares of common stock acquired duirng the fiscal years of 2002, 2003, 2004 and 2005 pursuant to of 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.

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

5. These shares include 166.681 shares of common stock acquired during the fiscal years 2002, 2003, 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 of Section 16 pursuant to Rule 16a-11 promulgated thereunder.

6. These shares have been adjusted for the 5 for 4 stock split effective June 13, 2003 and the 5 for 4 stock split effective June 1, 2005.

7. These shares include 166.681 shares of common stock acquired during the fiscal years of 2002, 2003, 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.

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

9. These shares include 88.882 shares of common stock acquired during the fiscal years 2002, 2003, 2004 and 2005 pursuant to the Company's 1996 Dividend Rieinvestment Plan. These acquisitiions 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 June 13, 2003 and the 5 for 4 stock split effective June 1, 2005.

11. These shares include 88.882 shares of common stock acquired during the fiscal years of 2002, 2003, 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.

12. These share are adjusted for the 5 for 4 stock split effective June 13, 2003 and July 1, 2005.

13. These shares include 3,335.472 shares of common stock acquired during the fiscal years 2002, 2003, 2004 and 2005 puruant to the Company's 1996 Dividend Reeinvestment Plan. These acquisitions were exempt from the reporting and short-swing profit liability provisions of Section 16 pursuant to Rule 16a-11 promulgated thereunder.

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

	Robert H. Smith	09/14/2005
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.