8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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):  November 30, 2007

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 offices)		(Zip Code)

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

___________________________________________________

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CAPITAL CITY BANK GROUP, INC.

FORM 8-K

CURRENT REPORT

Item 5.04.          Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On December 3, 2007, Capital City Bank Group, Inc. (“CCBG”) sent a notice (the “Notice”) to its directors and executive officers informing them that the First National Bank of Alachua 401(k) Plan (the “Plan”) will be merged into the CCBG’s 401(k) Plan.  The Notice states that, as a result of this merger, Plan participants will temporarily be unable to direct or diversify investments in their accounts or obtain a distribution from the Plan during a period that will begin at 8:00 a.m. Eastern Time on December 31, 2007 and will end prior to the opening of the NASDAQ Stock Market on January 15, 2008.

The Notice further states that the limitations on transactions during the blackout will impact CCBG Common Stock and thus, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction), directors and executive officers are prohibited from directly or indirectly purchasing, selling, or otherwise acquiring or transferring any equity security of CCBG during the entire period that the participant transactions are restricted under the Plan.  The Notice is attached hereto as Exhibit 99.1 and incorporated herein by reference.

CCBG received the notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, as amended, on November 30, 2007.

Inquiries concerning the blackout should be directed to Robert H. Smith, Vice President of Investor Relations, by telephone at (850) 402-7816, by email at bobs@ccbg.com, or by mail at Capital City Bank Group, Inc., 217 North Monroe Street, Tallahassee, Florida 32301.

Item 9.01.          Financial Statements and Exhibits.

(d)       Exhibits.

Item No.                         Description of Exhibit

99.1 Notice to Directors and Executive Officers of Capital City Bank Group, Inc. dated December 3, 2007.

SIGNATURES

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:   December 3, 2007	By:	/s/ J. Kimbrough Davis
		Executive Vice President
		and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Notice to Directors and Executive Officers of Capital City Bank Group, Inc. dated December 3, 2007.

EX-99.1

December 3, 2007

To All Executive Officers and Directors:

This notice is to inform you of significant restrictions on your ability to trade any equity securities of Capital City Bank Group, Inc. (the “Company”) during an upcoming “blackout period” that will apply to the First National Bank of Alachua 401(k) Plan (the “Plan”).  This special “blackout period” is imposed on executive officers and directors of the Company by the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission regulation BTR (Blackout Trading Restriction) and is in addition to the Company’s blackout periods related to earnings releases.

Fourth Quarter Blackout

As you know, our regular fourth quarter earnings blackout begins at the opening of the NASDAQ Stock Market on December 14, 2007 and will last until 48 hours after the Company’s fourth quarter earnings are announced, which is anticipated to be prior to the opening of the NASDAQ Stock Market on January 22, 2008.

Sarbanes-Oxley Blackout

The Plan will be merged into the Company’s 401(k) Plan.   Although the Company expects this change to be positive, there will be a period of time during the merger process when participants will be unable to direct or diversify investments in their individual accounts, or, obtain a loan from or distribution from the Plan.  The blackout period for the Plan will begin at 8:00 a.m. Eastern Time on December 31, 2007 and will end prior to the opening of the NASDAQ Stock Market on January 15, 2008.  Participants will be informed once the blackout period has ended.

As a result, under Section 306(a) of the Sarbanes-Oxley Act of 2002, directors and executive officers are prohibited by federal law from directly or indirectly purchasing, selling, or otherwise acquiring or transferring any equity securities of the Company during the Blackout Period.  During the Blackout Period, you must not directly or indirectly purchase, sell, or otherwise acquire or transfer any equity security of CCBG.  However, since the Sarbanes-Oxley Blackout period coincides with our existing fourth quarter blackout period, your existing blackout period will not be increased.

As a reminder, the blackout policy and preclearance procedures also apply to transactions by your spouse and members of your immediate family sharing your household (as well as to transactions by certain of your affiliated trusts and other entities).

Should you have any questions, please do not hesitate to contact Robert H. Smith at (850) 402-7816, by email at bobs@ccbg.com, or by mail at 217 North Monroe Street, Tallahassee, Florida 32301.