Exhibit 2(f).  Plan of Merger and Merger Agreement, dated
August 23, 2001, by and between Capital City Bank and First
National Bank of Grady County.


                       PLAN OF MERGER
                    AND MERGER AGREEMENT
      Pursuant to the provisions of Section 658.42 of the Florida
Statutes,  the undersigned banks do hereby adopt and  enter  into
this  Plan of Merger and Merger Agreement (this "Agreement")  for
the  purpose  of  merging (the "Merger") First National  Bank  of
Grady  County, a national bank ("First National"), with and  into
Capital  City Bank, a Florida chartered commercial bank ("Capital
City Bank"):

     (a)  The name of each constituent bank and  the  specific
          location of its main office are as follows:

               1.   Capital City Bank
                    217 North Monroe Street
                    Tallahassee, Florida 32301

                    The specific location of each of its branch
                    offices is set forth on Schedule 1 attached
                    hereto.

               2.   First National Bank of Grady County
                    420 North Broad Street
                    Cairo, Georgia 31728

                    The specific location of each of its branch
                    offices is set forth on Schedule 2 attached
                    hereto.

     (b)  With respect to the resulting state bank:

               1.   The name and the specific location of the
                    proposed main office are:

                    Capital City Bank
                    217 North Monroe Street
                    Tallahassee, Florida 32301

                    The name and specific location of each of
                    its branch offices is set forth on Schedule
               3.

               2.   The name and address of each director who is
                    to serve until the next meeting of the
                    shareholders at which directors are elected
                    are set forth on Schedule 4.

               3.   The name and address of each executive
                    officer are set forth on Schedule 5.

               4.   The resulting bank will have a single class
                    of common stock, par value $100 per share
                    ("CCB Common  Stock"), consisting of 5,000
                    authorized shares, of which 1,000 will be
                    outstanding.  The amount of the surplus fund
                    will be $25,958 million and the amount of
                    retained earnings will be $139,514 million.

               5.   The resulting bank shall have trust powers.

               6.   The complete articles of incorporation under
                    which the resulting bank will operate are
                    attached hereto as Schedule 6.

     (c)  The terms for the exchange of shares of First National
               for shares of Capital City Bank, are as follows:

               1.   At the Effective Time (as defined  below),
                    each issued and outstanding share of the
                    common stock of First National, par value
                    $5.00 per share ("First National Common
                    Stock"), shall, by virtue of the Merger and
                    without any action by the holder thereof, be
                    extinguished.  At the Effective Time, each
                    issued and outstanding share of CCB Common
                    Stock shall remain issued and outstanding
                    and unaffected by the Merger.

               2.   The "Effective Time" shall mean 5:00 pm on
                    the date requested by Capital City  Bank, as
                    soon as practicable after the delivery of
                    this Agreement and certified resolutions to
                    the Florida Department of Banking and
                    Finance (the "Department").

     (d)  This Agreement is subject to approval by the Department
          and by Capital City Bank Group, Inc., the sole
          shareholder of both First National and Capital City
          Bank.

      IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of August 23, 2001.

                         CAPITAL CITY BANK
                         By:  /s/  J. Kimbrough Davis
                         Name:     J. Kimbrough Davis
                         Title: Executive Vice President


                         FIRST NATIONAL BANK OF GRADY COUNTY
                         By:  /s/  John B. Wight, Jr.
                         Name:     John B. Wight, Jr.
                         Title: Chairman of the Board