8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             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)

                                 March 23, 1999

                         COMMUNITY FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                                    Tennessee
                 (State or other jurisdiction of incorporation)

                   0-28496                           62-1626938
            (Commission File No.)          (IRS Employer Identification No.)

401 Church Street, Nashville, Tennessee 37219
(Address of principal executive offices)

615/271-2025
(Registrant's telephone number, including area code)


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ITEM 5. OTHER EVENTS

Community Financial Group, Inc. (NASDAQ: CFGI), holding company of The Bank of
Nashville, announced that on March 23, 1999 its Board of Directors authorized a
share repurchase of up to 400,000 shares. Under the Stock Repurchase Plan, which
is effective immediately, purchases will be made in the open market or in
privately negotiated transactions as conditions warrant. The repurchase of
shares will allow the Company to manage its capital position more effectively
and enhance future earnings per share.

The Stock Repurchase Plan will remain in effect until December 31, 1999. At
December 31, 1998, the Company had 4,216,531 shares outstanding.

Exhibit 99.1: Copy of press release dated March 25, 1999 regarding share
repurchase.




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                                   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.


                                     COMMUNITY FINANCIAL GROUP, INC.



Date:  3/26/99                       /s/ Mack S. Linebaugh, Jr.
      ------------------             ------------------------------------
                                     Mack S. Linebaugh, Jr.
                                     Chairman, President
                                     and Chief Executive Officer


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                         COMMUNITY FINANCIAL GROUP, INC.



Exhibit 99.1: Press release dated March 25, 1999.

EX-99.1

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                        COMMUNITY FINANCIAL GROUP, INC.

                         401 Church Street - 2nd Floor
                                P.O. Box 198986
                            Nashville, TN 37219-8986
                                 (615)271-2025



                        COMMUNITY FINANCIAL GROUP, INC.
                        ANNOUNCES STOCK REPURCHASE PLAN


FOR IMMEDIATE RELEASE
CONTACT:    Joan B. Marshall (615) 271-2025
            Anne B. Livingston (615) 271-2049


        NASHVILLE, Tenn., March 25, 1999 -- Community Financial Group, Inc.
(NASDAQ: CFGI) announced that on March 23, 1999, its Board of Directors 
authorized a share repurchase of up to 400,000 shares. Under the Stock 
Repurchase Plan, which is effective immediately, purchases will be made in the 
open market or in privately negotiated transactions as conditions warrant. The 
repurchase of shares will allow the Company to manage its capital position more 
effectively and enhance future earnings per share. This action is part of the 
Company's strategy to employ a portion of the additional capital generated as a 
result of the recent exercise of warrants. Management, along with the 
assistance of the consulting firm, Dorland & Associates, continues to review 
other strategic opportunities for the effective utilization of these funds.

        The Stock Repurchase Plan will remain in effect until December 31, 1999.
At December 31, 1998, the Company had 4,216,531 shares outstanding.

        Community Financial Group, Inc. is a $240 million bank holding company 
headquartered in Nashville, Tennessee. The Company provides banking services 
through its subsidiary, The Bank of Nashville, with offices in Davidson and 
Williamson County with its Sumner County office to open in May, 1999.



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