WASHINGTON, D.C.  20549


                                  FORM 8-K

                               CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): July 30, 2004

                        CAPITAL CITY BANK GROUP, INC.
            (Exact name of registrant as specified in its charter)

       Florida                    0-13358                    59-2273542
       -------                    -------                    ----------
(State of Incorporation)  (Commission File Number)        (IRS Employer
                                                        Identification No.)

      217 North Monroe Street, Tallahassee, Florida            32301
      ---------------------------------------------            -----
         (Address of principal executive office)             (Zip Code)

    Registrant's telephone number, including area code: (850) 671-0300

        (Former Name or Former Address, if Changed Since Last Report)

                         CAPITAL CITY BANK GROUP, INC.

                                   FORM 8-K
                                CURRENT REPORT

Item 5.  Other Events
     On July 30, 2004, Capital City Bank Group, Inc.'s wholly-owned banking
subsidiary, Capital City Bank, entered into an agreement with Elan Financial
Services, a subsidiary of Minneapolis-based U.S. Bancorp.  The agreement
provides for Capital City Bank to sell its portfolio of credit card
receivables to Elan and for Elan to provide additional credit card services
to Capital City Bank.  As part of the arrangement, Capital City Bank will
continue to issue and support credit card products and services, and Elan
will enable Capital City to offer a bankcard with enhanced features.  The
transaction closed  August 5, 2004, and is expected to generate an after-tax
gain of approximately $4.2 million for Capital City.  The credit card
portfolio sold to Elan has approximately 22,000 accounts and $22.7 million in

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            CAPITAL CITY BANK GROUP, INC.

Date:  August 6, 2004                   By: /s/ J. Kimbrough Davis
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                                            J. Kimbrough Davis,
                                            Executive Vice President
                                            And Chief Financial Officer