CAPITAL CITY BANK GROUP INC
10-Q, 1995-11-13
STATE COMMERCIAL BANKS
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549



FORM 10-Q


Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934


For the Quarter:
September 30, 1995                         Commission File Number  0-13358



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




           Florida	                                 59-2273542
(State or other jurisdiction of	      (I.R.S. Employer Identification No.)
 incorporation or organization)


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



Registrant's telephone number, including area code:
(904) 671-0610


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the 
registrant was required to file such reports), and (2) has been subject to
such filing requirement for the past 90 days.

Yes __X___ No _____

At October 31, 1995, 2,853,710 shares of the Registrant's Common Stock, $.01
par value, were outstanding.
<PAGE>
CAPITAL CITY BANK GROUP, INC.  

INDEX

PART I. FINANCIAL INFORMATION                                 PAGE NUMBER


Consolidated Statements of Condition --   
September 30, 1995 and December 31, 1994                             3

Consolidated Statements of Income --     
Three and Nine Months Ended September 30, 1995                       4
and 1994 

Consolidated Statements of Cash Flows --               
Nine Months Ended September 30, 1995 
and 1994                                                             5

Notes to Consolidated Financial Statements                           6

Management's Discussion and Analysis of 
Financial Condition and Results of Operations                        8



PART II. OTHER INFORMATION


Index to Exhibits                                                   15

Signatures                                                          15 
<PAGE>
PART I.  FINANCIAL INFORMATION
ITEM I.  FINANCIAL STATEMENTS

CAPITAL CITY BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF CONDITION
AS OF SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
(Dollars In Thousands, Except Per Share Amounts)
	
	                                        September 30,            December 31,
	                                             1995                   1994
	                                          (Unaudited)            (Audited) 
	ASSETS
	Cash & Due From Banks                      $ 47,448              $ 63,327
 Federal Funds Sold                           19,550                25,740
	Investment Securities, Market Value
	   $141,832 and $145,003 as of
	   September 30, 1995 and December 31,
	   1994, respectively (Note 2)              141,571               150,441
	Investment Securities Available for Sale     83,992                48,847
	
	Loans: (Note 3)                             440,622               426,013
	  Unearned Interest                          (4,178)               (5,209)
	  Allowance for Loan Losses                  (7,034)               (7,551)
	     Loans, Net                             429,410               413,253
	
	Premises & Equipment                         26,065                24,292
	Accrued Interest Receivable                   7,327                 5,546
	Intangible Assets                             1,196                 1,379
	Other Assets                                  6,794                 9,805
	    TOTAL ASSETS                           $763,353              $742,630
	
	LIABILITIES
	Deposits:
	  Noninterest Bearing Deposits             $ 162,913             $167,711
	  Interest Bearing Deposits (Note 4)         494,962              480,463
	      Total Deposits                         657,875              648,174
	Federal Funds Purchased and Securities
	   Sold Under Repurchase Agreements           14,914               13,964
	Other Short-Term Borrowings                    2,237                  999
	Other Liabilities                              7,865                7,093
	      TOTAL LIABILITIES                    $ 682,891             $670,230

	SHAREHOLDERS' EQUITY
	Common Stock,  $.01 Par  Value;
	   4,000,000 shares authorized;               
	   3,105,243 issued                               31                   31
	Surplus                                        5,868                5,852
	Retained Earnings                             80,739               73,989
	Treasury Stock: 251,536 shares at
	   September 30, 1995 and 259,428 at          
	   December 31, 1994                          (6,367)              (6,588)
	Net Unrealized Gains (Losses)                    191                 (884)
	     TOTAL SHAREHOLDERS' EQUITY               80,462               72,400
	     TOTAL LIABILITIES & SHAREHOLDERS'                                         
	                 EQUITY                   $  763,353             $742,630
	Book Value Per Share                      $    28.20             $  25.44
<PAGE>
CAPITAL CITY BANK GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE PERIODS ENDED SEPTEMBER 30
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
	                                     THREE MONTHS ENDED SEPTEMBER  NINE MONTHS ENDED SEPTEMBER
                                          1995            1994         1995             1994     
<CAPTION>
	INTEREST INCOME
	<S>                                    <C>              <C>        <C>               <C>                  
	Interest and Fees on Loans             $10,523          $ 9,118    $ 30,322          $26,039   
	Investment Securities:
	   U. S. Treasury                        1,045            1,376       3,164            3,931    
	   U. S. Government Agencies/Corp.       1,046              419       2,346            1,406   
	   States and Political Subdivisions       883              862       2,579            2,633
	   Other Securities                         60               63         188              201    
	 Federal Funds Sold                        502              397       1,814            1,216  
	       Total Interest Income            14,059           12,235      40,413           35,426    
	
	INTEREST EXPENSE
	
	Deposits                                 5,098           3,500      14,367           10,154
	Fed. Funds Purchased & Securities          252             168         780              451
	Sold Under Repurchase Agreements               
	Long-Term Borrowings                         -              12           -               47
	Other Short-Term Debt                       14               8          38               22
	       Total Interest Expense            5,364           3,688      15,185           10,674
	 
	Net Interest Income                      8,695           8,547      25,228           24,752
	Provision for Loan Losses                    2             304         293              963
	Net Interest Income After Provision 
	  for Loan Losses                        8,693           8,243      24,935           23,789
	
	NONINTEREST INCOME
	
	Income from Fiduciary Activities           183            150         685               487
	Service Charges on Deposit Accounts      1,422          1,346       4,152       4,014
	Data Processing                            632            582       2,018       1,890
	Securities Transactions                     (1)             3          (1)          7
	Other                                      888            677       2,569       2,844
	       Total Noninterest Income          3,124          2,758       9,423       9,242
	
	NONINTEREST EXPENSE
	
	Salaries and Employee Benefits           4,461          4,273      13,333      12,803
	Occupancy, Net                             626            619       1,858       1,737
	Furniture and Equipment                    810            718       2,461       2,096
	Other                                    2,045          2,315       6,800       6,747
	       Total Noninterest Expense         7,942          7,925      24,452      23,383
	
	Income Before Income Tax                 3,875          3,076       9,906       9,648
	Income Tax Expense                       1,160            870       2,842       2,705
	
	NET INCOME                            $  2,715        $ 2,206     $ 7,064     $ 6,943
	Net Income Per Share                  $    .96        $   .78     $  2.48     $  2.44
	Cash Dividends Per Share              $      -        $     -     $   .11     $   .11
	Average Shares Outstanding           2,853,699      2,845,815   2,853,073   2,848,056
<PAGE>
CAPITAL CITY BANK GROUP, INC.
STATEMENT OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30
(Dollars in Thousands)

CASH FLOW FROM OPERATING ACTIVITIES             1995            1994
                                             (Unaudited)     (Unaudited)
Net Income                                      $ 7,064       $ 6,943 

Adjustments  to Reconcile Net Income to
Cash Provided by Operating Activities:
  Provision for Loan Losses                         293           963
  Depreciation                                    1,650         1,334
  Amortization of Intangible Assets                 183           275
  Net (Increase) Decrease in Interest
    Receivable                                   (1,781)           24
  Net (Increase) Decrease in Other Assets         3,027           575
  Net Increase (Decrease) in Other
    Liabilities                                   3,049           931
Net Cash From Operating Activities               13,485        11,045

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from Payments/Maturities of
  Investment Securities-Held to Maturity         36,571        57,223 
Proceeds from Payments/Maturities of                                
  Investment Securities-Available for Sale       13,552        12,869 
Purchase of Investment Securities-Held
  to Maturity                                   (27,701)      (57,061)
Purchase of Investment Securities
  Available for Sale                            (47,621)       (2,078)
Net (Increase) Decrease in Loans                (16,451)      (12,892)
Purchase of Premises & Equipment                 (3,517)       (4,143)
Sales of Premises & Equipment                        94            85
Net Cash from Investing Activities              (45,073)       (5,997)

CASH FLOWS FROM FINANCING ACTIVITIES:

Net Increase (Decrease) in Deposits               9,701       (11,577)
Net Increase (Decrease) in Federal
  Funds Purchased                                   950        (8,104)
Net Increase (Decrease) in Other Borrowed
  Funds                                           1,238          (202)
Repayment of Long-Term Debt                           -        (1,400)
Dividends Paid                                   (2,591)       (2,447)
Issuance (Purchase) of Treasury Stock               221           (87)
Net Cash From Financing Activities                9,519       (23,817)         
Net Increase (Decrease) in Cash and
  Cash Equivalents                              (22,069)      (18,769)
Cash and Cash Equivalents at Beginning of       
  Period                                         89,067       113,892 
Cash and Cash Equivalents at End of Period   $   66,998      $ 95,123 

Supplemental Disclosure:
  Interest Paid                              $   13,604      $ 10,714
  Taxes Paid                                 $    2,066      $  2,659
<PAGE>
CAPITAL CITY BANK GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  MANAGEMENT'S OPINION AND ACCOUNTING POLICIES

     The consolidated financial statements, included herein, have been 
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and footnote 
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.  Prior year financial statements have
been reformatted and/or amounts reclassified, as necessary, to conform with the
current year presentation.

     In the opinion of management, the consolidated financial statements
contain all adjustments, which are those of a recurring nature, and 
disclosures necessary to present fairly the financial position of the Company
as of September 30, 1995 and December 31, 1994, and the results of operations 
and cash flows for the three and nine month periods ended September 30, 1995 
and 1994.

     The Company and its subsidiaries follow generally accepted accounting 
principles and reporting practices applicable to the banking industry.  The 
principles which materially affect the financial position, results of 
operations and cash flows are set forth in Notes to Financial Statements 
which are included in the Company's 1994 Annual Report on Form 10K.

(2) INVESTMENT SECURITIES

     The carrying value and related market value of investment securities in 
the held-to-maturity and available-for-sale portfolios at September 30, 1995
and December 31, 1994 were as follows (dollars in thousands):

                                              September 30, 1995            
                                Amortized  Unrealized  Unrealized    Market
Held-To-Maturity                  Cost       Gains       Losses       Value 
U. S. Treasury                  $ 54,912   $     146   $     158  $  54,900
U. S. Government Agencies                                                 
  and Corporations                32,090         181         354     31,917
States and Political 
  Subdivisions                    49,358         649         179     49,828
Mortgage Backed Securities         3,449           1          24      3,426
Other Securities                   1,762           4           5      1,761 
     Total                      $141,571   $     981   $     720   $141,832

                                             September 30, 1995            
                                Amortized  Unrealized  Unrealized   Market
Available-For-Sale                Cost        Gains       Losses    Value 
U. S. Treasury                  $ 21,809   $      198   $     17  $ 21,990
U. S. Government Agencies                                                 
  and Corporations                32,224           70         89    32,205
States and Political 
  Subdivisions                    23,293          269         94    23,468
Mortgage Backed Securities         3,514           19         67     3,466
Other Securities                   2,863           11         11     2,863
     Total                      $ 83,703   $      567    $   278   $83,992 
<PAGE>
                                             December 31, 1994            
                                Amortized  Unrealized  Unrealized   Market
Held To Maturity                  Cost       Gains       Losses     Value 
U.S. Treasury                   $ 72,979   $       -   $   1,681  $ 71,298
U.S. Government Agencies      
  and Corporations                23,018           3       1,415    21,606
States and Political  
  Subdivisions                    49,125         135       2,027    47,233
Mortgaged Backed Securities        3,005           1         182     2,824
Other Securities                   2,314           -         272     2,042     
Total                           $150,441    $    139    $  5,577  $145,003


                                             December 31, 1994            
                                Amortized  Unrealized  Unrealized   Market
Available For Sale                Cost       Gains       Losses     Value 
U.S. Treasury                   $ 18,634   $      -    $    180   $ 18,454
U.S. Government Agencies      
  and Corporations                 7,041          2         443      6,600
States and Political  
  Subdivisions                    19,641         77         805     18,913
Mortgaged Backed Securities        2,932          -          32      2,900
Other Securities                   1,981          1           2      1,980 
  Total                         $ 50,229   $     80    $  1,462   $ 48,847 


(3) LOANS

     The composition of the Company's loan portfolio at September 30, 1995
and December 31, 1994 was as follows (dollars in thousands):

                                 September 30, 1995    December 31, 1994

Commercial, Financial                
  and Agricultural                    $ 39,376             $ 39,288
Real Estate-Construction                27,749               24,315
Real Estate-Mortgage                   258,041              255,754
Consumer                               115,456              106,656
   Gross Loans                        $440,622             $426,013

(4) ALLOWANCE FOR LOAN LOSSES

An analysis of the changes in the allowance for loan losses for the nine 
month period ended September 30, 1995 and 1994, is as follows (dollars in 
thousands):

                                 September 30, 1995     September 30, 1994  

Balance, Beginning of the Period      $7,551                 $7,594
Provision for Loan Losses                293                    963
Recoveries on Loans Previously                              
  Charged-Off                            417                    385
Loans Charged-Off                      1,227                  1,143    
Balance, End of Period                $7,034                 $7,799   

Effective January 1, 1995, the Company adopted Statement of Financial 
Accounting Standards ("SFAS 114"), "Accounting by Creditors for Impairment of
a Loan," as amended.  In accordance with SFAS 114, the value of a loan which
is deemed "impaired" is measured based on the present value of expected 
<PAGE>
future cash flows discounted at the loan's initial effective interest rate or
the fair value of the collateral, if the loan is collateral dependent.  If 
the value of a loan is less than its recorded investment, a valuation allowance 
is established.  This valuation allowance is included in the total allowance for
loan losses, which is established to cover losses inherent in the portfolio
as a whole.  Certain loan categories including residential, consumer and credit
card loans are excluded from the scope of this Statement.  Adoption of SFAS 114
did not have a material impact on the level of the allowance for loan losses.

The definition of insubstance foreclosure loans was also changed by SFAS 114.
As of January, 1995, loans which were previously deemed insubstance 
foreclosures and classified as other real estate have been reclassified as 
loans.  Insubstance foreclosures are not material and have not been 
reclassified for prior periods.

Impaired loans are primarily defined as all nonaccruing loans for the loan 
categories which are included within the scope of SFAS 114.  Selected 
information pertaining to impaired loans is depicted in the table below
(dollars in thousands).

                                                     September 30, 1995
                                                          Valuation         
                                                    Balance       Allowance
Impaired Loans:
     With Related Credit Allowance                  $ 1,330        $  334
     Without Related Credit Allowance               $ 1,236        $    -
     Average Recorded Investment for the Period     $ 3,450        $    *

* Not Applicable

The Company recognizes income on impaired loans primarily on the cash basis.
Any change in the present value of expected cash flows is recognized through
the allowance for loan losses. For the period ended September 30, 1995, the 
Company recognized $82,179 in interest income on impaired loans, of which 
$67,223 was collected in cash.

(5) DEPOSITS

     The composition of the Company's interest bearing deposits at September 
30, 1995 and December 31, 1994 was as follows (dollars in thousands):

                                  September 30, 1995   December 31, 1994

NOW Accounts                           $ 85,943            $ 95,540
Money Market Accounts                    69,667              71,763
Savings Deposit                          80,692             101,009
Other Time Deposits                     258,660             212,151
  Total Interest Bearing Deposits      $494,962            $480,463


ITEM II.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

     The following discussion sets forth the major factors that have affected
the Company's financial condition and results of operations and should be 
read in conjunction with the accompanying financial statements.  The year-to-
date averages used in this report are based on daily balances for each 
respective period.

     On January 1, 1995, the Company completed its corporate reorganization 
in which seven independently chartered banks were combined to form Capital 
City Bank, which operates 20 offices and represents in excess of 80% of the 
Company's total assets.  The impetus for the reorganization was to provide 
greater convenience by enabling customers to transact business in multiple 
locations which was limited under the Company's previous structure, and to 
enhance to Company's marketing efforts in the north Florida area by marketing
its products and services under a single name.  Over the long run, management
<PAGE>
anticipates achieving operational efficiencies through the centralization of
various functional areas.  In the short run, however, management anticipates
incurring some additional costs associated with completing the reorganization
and promoting the newly formed Capital City Bank.  These costs will continue
to be reflected in current year operations.
  
RESULTS OF OPERATIONS

Net Income

     Net income was $2.7 million, or $.96 per share for the third quarter of
1995, a 23.1% increase on a per share basis over the comparable period for 
1994.  Net income was $7.1 million, or $2.48 per share for the nine months 
ended September 30, 1995, a 1.6% increase on a per share basis over the 
comparable period in 1994.  Some of the factors which impacted earnings 
include: (1) higher net interest income attributable to loan growth, and 
(2) a reduction in the provision for loan losses reflecting improved asset
quality, and (3) a rebate of FDIC insurance premiums.

Condensed statements of income for the respective periods are presented below:      

                                   For The Three           For The Nine
                                   Months  Ended           Months Ended
                                      Sept. 30,               Sept. 30, 
                                  1995       1994          1995    1994

Interest and Dividend Income    $14,059   $12,235       $40,413  $35,426  
Taxable Equivalent Adjustment(1)    409       403         1,188    1,256
                                 14,468    12,638        41,601   36,682
Interest Expense                  5,364     3,688        15,185   10,674
Net Interest Income (FTE)         9,104     8,950        26,416   26,008
Provision for Loan Losses             2       304           293      963
Taxable Equivalent Adjustment       409       403         1,188    1,256 
Net Int. Inc. After Provision     8,693     8,243        24,935   23,789
Noninterest Income                3,124     2,758         9,423    9,242
Noninterest Expense               7,942     7,925        24,452   23,383
Income Before Income Taxes        3,875     3,076         9,906    9,648   
Income Taxes                      1,160       870         2,842    2,705
Net Income                      $ 2,715   $ 2,206       $ 7,064  $ 6,943

Percent Change                    23.07%    (7.47%)        1.74%    5.23%
Return on Average Assets (2)       1.40%     1.17%         1.25%    1.24%
Return on Average Equity (2)      13.73%    12.29%        12.43%   13.30%

(1) Computed using a statutory tax rate of 34%
(2) Annualized

Net Interest Income

     Through September 30, 1995, taxable equivalent net interest income
increased over the prior year $154,000, or 1.7%, and $408,000, or 1.5%, 
respectively, for the three and nine month periods.  Table I on page 14 
provides a comparative analysis of the Company's average balances and 
interest rates.

     As compared to the prior year, taxable-equivalent interest income
increased $1.8 million, or 14.5%, and $4.9 million, or 13.4%, respectively, 
for the three and nine month periods ended September 30, 1995.  The increase
in each period is due to higher interest rates and loan growth.  From January
of 1994 through September of 1995, the prime rate increased 275 basis points
and the three-year Treasury Bill index increased 141 basis points.  Loans, 
which generally represent the Company's highest yielding asset, increased
on average $27.1 million, or 6.74%.  As a percent of average earning assets,
the loan portfolio increased from 60.1% to 63.5%.  Higher interest rates
and loan growth led to an 86 to 89 basis points improvement in the yield on
earning assets over the comparable three and nine month periods in 1994.
<PAGE>
     Interest expense increased $1.7 million, or 45.4%, and $4.5 million, or
42.3%, respectively, as compared to the three and nine month periods in 1994.
This increase is attributable to a 123 and 118 basis points increase in the
average rate paid, reflecting the increase in interest rates and a shift in
the mix of deposits.  A significant portion of the deposit shift occurred
during the second quarter.  Certificates of deposit, which generally
represent a higher cost of funds than other deposit offering, increased to
39.3% of average deposits during the third quarter of 1995, compared to
34.4% for the comparable quarter in 1994.  The shift in mix further 
accentuated the overall increase in cost of funds attributable to rising 
rates.

The Company's interest rate spread (defined as the average taxable equivalent
yield on earning assets less the average rate paid on interest bearing 
liabilities) decreased from 4.57% in the first nine months of 1994 to 4.29%
in 1995.  The Company's net interest margin percentage (defined as taxable-
equivalent net interest income divided by average earning assets) increased 
from 5.20% in the first nine months of 1994 to 5.23% for the comparable 
period in 1995. 

Provision for Loan Losses

     The provision for loan losses was $2,000 and $293,000, respectively, 
for the three and nine month periods ended September 30, 1995, compared to 
$304,000 and $963,000 for the comparable periods in 1994.  The lower 
provision reflects improved credit quality, low charge-off levels and slower
than budgeted loan growth during 1995.  As of September 30, 1995, the 
reserve for loan losses totaled $7.0 million compared to $7.8 million at 
September 30, 1994.  As a percent of loans, these reserves represented 1.61%
and 1.89%, respectively.  Charge-off activity for the respective periods is
set forth below. 

                              Three Months Ended         Nine Months Ended 
                              9/30/95    9/30/94         9/30/95    9/30/94

Net Charge-Offs              $312,000    $66,000        $810,000   $758,000

Net Charge-Offs (Annualized)
 as a percent of Average 
 Loans Outstanding, Net of
 Unearned Interest              .29%        .06%             .25%      .25%

Noninterest Income
 
     Noninterest income increased $366,000 or 13.3%, in the third quarter of
1995 versus the comparable quarter for 1994, and increased $181,000 or 2.0%,
for the nine months ended September 30, 1995 versus the comparable period for
1994.

     All major categories of noninterest income increased with the exception
of "Other" noninterest income which declined $275,000, or 9.7% in 1995.  The
decrease in this category is primarily attributable to gains on the sale of
real estate and bank owned premises which were recognized during the first nine 
months of 1994. Additionally, mortgage origination fees declined due to lower
origination volume which fell by 32.4%, in the nine months ended September 30,
1995.

     In January 1995, the Company changed its method of income recognition 
for Capital City Trust Company ("CCTC") from cash to accrual.  This change in
method resulted in a one-time adjustment which increased CCTC revenues by 
$166,000 during the first quarter of 1995.  

     Service charges on deposit accounts increased $76,000, or 5.64%, and 
$138,000, or 3.44%, over the comparable three and nine month periods for 
1994.  The increase primarily reflects a higher level of activity subject to 
service charge assessments.
<PAGE>
     Noninterest income as a percent of average earning assets was stable at
1.9% for the first nine months of 1995 and 1994.

Noninterest Expense

     Noninterest expense increased $17,000, or .2%, and increased $1.1 
million, or 4.6%, respectively, over the comparable three and nine month 
periods in 1994.

     Through the first nine months, compensation expense increased $530,000, 
or 4.1%, reflecting annual raises and an increase in full-time equivalent 
employees of 13.

     Occupancy expense, including premises, furniture, fixtures and equipment
increased $99,000, or 7.4%, and $486,000, or 12.7%, respectively, over the 
comparable three and nine month periods in 1994.  The increase is primarily 
attributable to depreciation expense which is up $393,000, or 22.6% year-to-
date in 1995. The increase reflects major capital additions placed into 
service in 1994 including a new operations center, a new office, renovations
and the purchase of furniture and equipment.  Further capital add additions 
are planned for the remainder of 1995 which will add to the current level of
depreciation expense.

Effective June 1, 1995, the Federal Deposit Insurance Corporation ("FDIC") 
reduced deposit insurance premiums from $.23 per $100 in deposits to $.04 per
$100.  In September the Company received $407,000 from the FDIC which 
represented a rebate of prepaid premiums for the period June 1 through 
September 30.  This amount was recorded as a credit against premium expense 
during the third quarter.  On a prospective basis, at the Company's current 
level of deposits, the premium reduction represents a pre-tax savings of
approximately $100,000 per month.

     Other noninterest expense increased $53,000, or .79%, during the first 
nine months of 1995.  Excluding the FDIC rebate, the increase is $460,000, or
6.7%.  A portion of this increase in associated with the recently completed
corporate reorganization and the newly consolidated Capital City Bank.  The 
expense categories which were primarily affected include advertising, 
printing/supplies, telephone and postage.

     Annualized net noninterest expense (noninterest income minus noninterest
expense) as a percent of average earning assets was 3.0% in 1995 versus 2.8%
for 1994.  The increase in this percentage is attributable to nonrecurring 
gains recognized in 1994 and the higher level of noninterest expense 
discussed above.

Income Taxes

     The provision for income taxes increased $290,000, or 33.3%, during the 
third quarter and $137,000, or 5.1%, during the first nine months of 1995. 
The Company's effective tax rate for the first nine months of 1995 was 28.7%
compared to 28.0% in 1994.

FINANCIAL CONDITION

     The Company's average assets increased to $757.7 million in the first 
nine months of 1995 from $745.7 million in 1994.  Average earning assets were
$675.3 million for the nine months ended September 30, 1995 versus $668.7 
million for the comparable period in 1994.  Average loans are up $27.1 
million, or 6.7%.  The increase in loans was funded primarily through a 
reduction in the investment portfolio.  U.S. Government securities decreased
$15.0 million, or 10.2%, while municipal securities decreased $2.3 million, 
or 3.2%.  Table I on page 14, presents average balances for the three and
nine month periods of 1995 and 1994.

     During the first quarter of 1994, the Company adopted Statement of 
Financial Accounting Standards No. 115 ("Accounting for Certain Investments 
in Debt and Equity Securities").  To afford greater flexibility in managing 
the portfolio, management transferred approximately 30% of the portfolio to 
the "Available-for-Sale" category.  The available-for-sale securities 
portfolio will enable the Company to better manage its liquidity position and
interest rate risk without adversely affecting the classification of 
<PAGE>
securities in the "Held-to-Maturity" portfolio, which are recorded at amortized
cost.  Securities in the available-for-sale portfolio are recorded at fair
value with unrealized gains and losses, net of deferred taxes, reported as a 
seperate component of equity capital.  See Note 2 in Notes to Consolidated
Financial Statements for further disclosure.

     At September 30, 1995, the Company's nonperforming loans were $4.3 
million versus $6.0 million at year-end and $6.9 million at September 30, 
1994.  As a percent of nonperforming loans, the allowance for loan losses 
represented 164.4% at September 30, 1995 versus 126.6% at year-end and 113.6% 
at September 30, 1994.  Nonperforming loans include nonaccruing and 
restructured loans.  Other real estate, which includes property acquired 
either through foreclosure or by receiving a deed in lieu of foreclosure, was
$750,000 at September 30, 1995, versus $1.6 million at December 31, 1994 and
$1.8 million at September 30, 1994.

     Effective January 1, 1995, the Company adopted Statement of Financial 
Accounting Standards No. 114 ("SFAS 114"), "Accounting by Creditors for 
Impairment of a Loan," as amended.  In accordance with SFAS 114, the 
valuation allowance for loans which are deemed "impaired" is measured based 
on the present value of expected future cash flows discounted at the loan's 
initial effective interest rate or the fair value of the collateral, if the 
loan is collateral dependent.  See Note 4 in the Notes to Consolidated 
Financial Statements for further information.

     Average deposits increased from $650.0 million for the first nine months
of 1994, to $653.3 million in 1995.  Although interest rates increased
significantly during 1994, there was little competitive pressure to increase
pricing and total deposits remained relatively stable.  However, during the
first quarter of 1995, as competition increased and depositors sought higher
yields, the Company experienced a decline in average deposits.  To combat the
deposit outflow management became more aggressive on pricing and by the end 
of the first quarter had increased deposits to a level which exceeded that of
the fourth quarter of 1994.  Average deposits during the third quarter of
1995 were $660.9 million compared to $635.1 million during the first quarter.

     Although the level of deposits remained relatively constant during 1994,
there was a gradual shift from transaction and savings accounts to
certificates of deposits as interest rates rose and depositors become more
willing to invest in longer term, fixed rate maturities.  During the first
nine months of 1995, this shift was further accentuated.  Certificates of 
deposit, on average, as a percent of total deposits increased to 39.3% in the
third quarter versus 34.4% for the comparable quarter in 1994 which impacted
the Company's net interest margin.
 
     The ratio of average noninterest bearing deposits to total deposits was
24.3% for the first nine months of 1995 compared to 23.7% in 1994. For the 
same periods, the ratio of average interest bearing liabilities to average 
earning assets was 76.3% and 77.2%, respectively.

	LIQUIDITY AND CAPITAL RESOURCES

     Liquidity, for a financial institution, is the availability of funds to
meet increased loan demand and/or excessive deposit withdrawals.  Management
has implemented a financial structure that provides ready access to
sufficient liquid funds to meet normal transaction requirements, take
advantage of investment opportunities and cover unforeseen liquidity demands. 
In addition to core deposit growth, sources of funds available to meet
liquidity demands for the subsidiary banks include federal funds sold, near term
loan and investment maturities, including the "Available for Sale" investment
portfolio, and the ability to purchase federal funds through established lines
of credit with correspondent banks.  Additionally, the parent company maintains
two $6.0 million revolving lines of credit.  As of September 30, 1995, there
was no debt outstanding under either line.

     The Company's equity capital was $80.5 million as of September 30, 1995,
compared to $72.4 million as of December 31, 1994.  The Company's management
<PAGE>
continues to monitor its capital position in relation to its level of assets
with the objective of maintaining a strong capital position.  The leverage
ratio was 10.4% at September 30, 1995 versus 9.6% at December 31, 1994.  
Further, the Company's risk-adjusted capital ratio of 19.6% significantly 
exceeds the 8.0% minimum requirement under the risk-based regulatory guide-
lines.

     State and federal regulations as well as the Company's long-term debt 
agreements place certain restrictions on the payment of dividends by both the
Company and its Group banks.  At September 30, 1995, these regulations and 
covenants did not impair the Company's (or its Group banks') ability to 
declare and pay dividends or to meet other existing obligations.

     During the first nine months of 1995, shareholders' equity increased 
$8.1  million, or 14.8%, on an annualized basis. A portion of the increase 
in equity is attributable to "unrealized gains and losses"  on the available-
for-sale investment portfolio which improved from an unrealized loss of 
$884,000 at year-end to an unrealized gain of $191,000 at September 30, 1995. 
The Company's common stock had a book value of $28.20 per share at September
30, 1995 compared to $25.44 at December 31, 1994.  Pursuant to the Company's 
stock repurchase program adopted in 1989, the Company has repurchased 251,536 
shares of its common stock, net of shares subsequently reissued.  In the first
nine months of 1995, there were no shares repurchased and 7,892 treasury shares
were reissued, a majority of which were performance awards issued in accordance
with the Company's Stock Incentive Plan.

     In March of 1995, the Financial Accounting Standards Board issued SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of".  The statement must be adopted by the company on or 
before January 1, 1996.  The company has not yet adopted the standard.  The
company is currently evaluating the impact of adoption.

     In May 1995, the Financial Accounting Standards Board issued SFAS No. 122,
"Accounting for Mortgage Servicing Rights".  The statement eliminates the 
distinction between rights to service mortgage loans for others that are acquired
through origination and those acquired through purchase transactions.  The 
company must adopt the statement prospectively by January 1, 1996, but may adopt
earlier.  The company has not yet adopted the standard.  Adoption of the 
standard will result in recognition of additional servicing right assets and 
related income.  The company is currently evaluating the impact of adoption.

<PAGE>
TABLE I
AVERAGES BALANCES & INTEREST RATES
(Taxable Equivalent Basis - Dollars in Thousands)

</TABLE>
<TABLE>
<CAPTION>                
                                     FOR THREE MONTHS ENDED SEPTEMBER 30               FOR NINE MONTHS ENDED SEPTEMBER 30 
                                  Balance Interest Rate  Balance Interest Rate   Balance Interest Rate    Balance Interest Rate    
<S>                              <C>      <C>      <C>  <C>      <C>     <C>    <C>      <C>      <C>    <C>      <C>      <C>      
ASSETS
Loans, Net of Unearned Interest  $432,791 $10,536  9.66 $410,819 $ 9,124 8.81%  $429,061 $30,354  9.46%  $401,965 $ 26,055 8.67%
Taxable Investment Securities     146,754   2,151  5.82  152,105   1,858 4.95%   135,681   5,698  5.62%   151,691    5,538 4.93%
Tax-Exempt Investment Securities   72,249   1,279  7.08   71,908   1,259 7.00%    69,993   3,735  7.11%    72,327    3,873 7.14% 
Funds Sold                         34,335     502  5.80   35,555     397 4.42%    40,576   1,814  5.98%    42,757    1,216 3.80% 
 Total Earning Assets             686,129  14,468  8.37  670,387  12,638 7.51%   675,311 $41,601  8.23%   668,740   36,682 7.34% 
Cash & Due From Banks              48,440                 43,013                  48,496                   46,223                
Allowance for Loan Losses          (7,254)                (7,665)                 (7,528)                  (7,744)             
Other Assets                       41,295                 39,233                  41,423                   38,475              
      TOTAL ASSETS               $768,610               $744,968                $757,702                 $745,694         

LIABILITIES
NOW Accounts                     $ 91,435     422  1.83 $ 90,081    $483 2.13%  $ 91,245   1,412  2.07%  $ 94,012 $  1,341 1.93%  
Money Market Accounts              70,747     527  2.96   75,374     431 2.27%    69,841   1,586  3.04%    76,972    1,220 2.14% 
Savings Accounts                   81,443     436  2.12  107,151     652 2.42%    87,172   1,520  2.33%   109,527    1,971 2.41%  
Other Time Deposits               259,581   3,713  5.68  222,838   1,934 3.44%   246,200   9,849  5.35%   215,500    5,622 3.49%   
   Total Int. Bearing Deposits    503,206   5,098  4.02  495,444   3,500 2.80%   494,458  14,367  3.88%   496,011   10,154 2.74%   
Funds Purchased                    18,953     252  5.27   17,175     168 3.88%    19,521     780  5.34%    17,925      451 3.36%  
Other Borrowed Funds                1,407      14  3.85      872       8 3.88%     1,184      38  4.25%       947       22 3.17%   
Long-Term Debt                          -       -     -      889      12 5.30%         -       -     -      1,378       47 4.53%  
   Total Interest Bearing                                            
    Liabilities                   523,566   5,364  4.07  514,380   3,688 2.84%   515,163  15,185  3.94%   516,261   10,674 2.77%   
Noninterest Bearing Deposits      157,677                153,301                 158,817                  154,024                  
Other Liabilities                   8,960                  6,083                   7,723                    5,601               
     TOTAL LIABILITIES            690,203                673,764                 681,703                  675,886               

SHAREHOLDERS' EQUITY
Common Stock                           31                     31                      31                       31     
Surplus                             5,868                  5,852                   5,866                    5,853                   
Retained Earnings                  72,508                 65,321                  70,102                   63,924                 
     TOTAL S'HOLDERS' EQUITY       78,407                 71,204                  75,999                   69,808                 
     TOTAL LIAB. & EQUITY        $768,610               $744,968                $757,702                 $745,694                 
Interest Rate Spread                               4.31%                  4.67%                   4.29%                     4.57%  
Net interest Income                        $9,104                 $8,950                 $26,416                   $26,008        
Net Interest Margin                                5.27%                  5.33%                   5.23%                     5.20%   
            
(1) Average balances include nonaccrual loans.  Interest income includes fees on loans of approximately $422,000 and $1,119,000,
for the three and nine months ended September 30, 1995, versus $477,000 and $1,266,000, for the comparable periods ended September
30, 1994.
(2) Interest income includes the effects of taxable equivalent adjustments using a 34% tax rate.
</TABLE>
<PAGE>


	PART II.  OTHER INFORMATION

Items 1-5.

Not applicable

                                         
Item 6. Exhibits and Reports on Form 8-K

(A) Exhibits

    EX-27 Financial Data Schedule

(B) Reports on Form 8-K

    The Company did not file any reports on Form 8-K during the
    period ended September 30, 1995.

    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 Chief Financial Officer hereunto duly authorized.

CAPITAL CITY BANK GROUP, INC.
        (Registrant)


/S/___________________________
   J. Kimbrough Davis
   Senior Vice President and
   Chief  Financial  Officer

Date:  November 10, 1995
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 9
<CIK> 0000726601
<NAME> CAPITAL CITY BANK GROUP, INC.
<MULTIPLIER> 1000
<CURRENCY> U. S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   QTR-3
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<EXCHANGE-RATE>                                      1
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                                0
                                          0
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<EPS-PRIMARY>                                     2.48
<EPS-DILUTED>                                     2.48
<YIELD-ACTUAL>                                    5.27
<LOANS-NON>                                       2575
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</TABLE>


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