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^*

DAVIS J KIMBROUGH

(Last)

(First)

(Middle)

217 NORTH MONROE STREET

(Street)

TALLAHASSEE

32301

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2006

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	02/08/2006		P		772⁽¹⁾	A	$0	30,877.545⁽²⁾⁽³⁾	D
Common Stock								5,075⁽⁴⁾	I	By 401(k) Plan
Common Stock								5,488⁽⁵⁾	I	Wife's IRA
Common Stock								19,710.271⁽⁶⁾	I	Joint with Wife
Common Stock								371.187⁽⁷⁾⁽⁸⁾	I	Custodian for Allison
Common Stock								371.187⁽⁷⁾⁽⁸⁾	I	Custodian for Amanda
Common Stock								371.187⁽⁷⁾⁽⁸⁾	I	Custodian for John
Common Stock								371.187⁽⁷⁾⁽⁸⁾	I	Custodian for Andrew
Common Stock								7.722⁽⁷⁾⁽⁹⁾	I	Wife - Connie

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 were issued under a performance share award under the 2005 Associate Incentive Plan of Capital City Bank Group, Inc. (The "Company") in a transaction exempt from the short-swing profit liability of Section 16b-3 promulgated thereunder.

2. These shares include 258.545 shares of common stock acquired during the fiscal year 2005 pursuant to the Company's 1996 Dividend Reinvestment Plan. These shares were exempt from the reporting and short-swing liability provisions of Section 16 pursuant to Rule 16a-11 promulgated thereunder.

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

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

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

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

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

8. Includes 3.187 shares of common stock acquired during the fiscal year 2005 under the Company's 1996 Dividebd Reinvestment Plan. These acquisitions were exempt from the reporting and short-swing liability provisions of Section16 pursuant to Rule 16a-11 promulgated thereunder.

9. Includes 1.01 shares of common stock acquired during the fiscal year 2005 under 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 therunder.

	J. Kimbrough Davis	02/09/2006
	** 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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