CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.3  Report Of Independent Certified Public Accountants

To the Shareowners and Board of Directors of Capital City Bank
Group, Inc.

We have audited the accompanying consolidated statements of
financial condition of Capital City Bank Group, Inc. (a Florida
Corporation) and subsidiaries as of December 31, 1998 and 1997,
and the related consolidated statements of income, changes in
shareowners' equity and cash flows for each of the three years in
the period ended December 31, 1998.  These consolidated financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Capital City Bank Group, Inc. and subsidiaries as of December
31, 1998 and 1997, and the results of their operations and their
cash flows for each of the three years in the period ended
December 31, 1998 in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Jacksonville, Florida
May 7, 1999