Item 7.01 of this Current Report, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
 
 
 
 
Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Item No.      Description of Exhibit 
     
 
3.2
Amended and Restated Bylaws of Capital City Bank Group, Inc., effective as of November 29, 2007.
     
  99.1 Press release, dated November 29, 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: November 29, 2007 By:   /s/ J. Kimbrough Davis
  J. Kimbrough Davis,
 
Executive Vice President
and Chief Financial Officer
 
 
 
 
 

EXHIBIT INDEX
 
     
Exhibit
Number
  
Description
   
3.2
  
Amended and Restated Bylaws of Capital City Bank Group, Inc., effective as of November 29, 2007.
   
99.1
  
Press release, dated November 29, 2007.