8-K

                      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                                                June 23, 2004
   (Date of earliest event reported)                             June 23, 2004


                        Lakeland Financial Corporation
            (Exact name of Registrant as specified in its charter)


                                    Indiana
                (State or other jurisdiction of incorporation)


        0-11487                                                     35-1559596
   (Commission File Number)            (I.R.S. Employer Identification Number)



   202 East Center Street, P.O. Box 1387, Warsaw, Indiana           46581-1387
             (Address of principal executive offices)               (Zip Code)



                                (574) 267-6144
             (Registrant's telephone number, including area code)







Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (a) Financial Statements of Business Acquired.

             None.

         (b) Pro Forma Financial Information.

             None.

         (c) Exhibits.

             99.1     Form of notice dated June 23, 2004

Item 11.  Temporary Suspension of Trading Under Registrant's Employee Benefit
  Plans

        On June 23, 2004, Lakeland Financial Corporation (the "Lakeland")
sent a notice to its directors and executive officers informing them that a
blackout period will be in effect beginning on July 21, 2004 until August 27,
2004 (unless otherwise extended). The blackout period is a result of a change
in administrators for the Lakeland Financial Corporation 401(k) Plan. The
blackout period restricts directors and executive officers from, directly or
indirectly, purchasing, acquiring, exercising, selling or otherwise
transferring certain equity securities of Lakeland. The notice was provided to
the Lakeland's directors and executive officers in accordance with Section 306
of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR.

         A copy of the notice is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.










                                  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.



                                                LAKELAND FINANCIAL CORPORATION



Dated:  July 23, 2004                           By: /s/ David M. Findlay
                                                    --------------------------
                                                    David M. Findlay
                                                    Chief Financial Officer

EX-99

                                                                  Exhibit 99.1

                  NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS
                       OF LAKELAND FINANCIAL CORPORATION
                            CONCERNING YOUR RIGHTS
                           REGARDING LAKELAND STOCK

                                 June 23, 2004

         As a director or executive officer of Lakeland Financial Corporation
("Lakeland"), you are subject to the restrictions under Section 306(a) of the
Sarbanes-Oxley Act of 2002 (the "Act"), which prohibits certain stock trades
during employee benefit plan blackout periods.

         This notice is to inform you that as a director or executive officer
of Lakeland, you will be unable to, either directly or indirectly, purchase,
sell or otherwise acquire or transfer any of your Lakeland stock that you
acquired in connection with your services or employment as a director or
executive officer, due to a blackout period under the Lakeland Financial
Corporation 401(k) Plan (the "401(k) Plan").

         The 401(k) Plan's blackout period is a result of transitioning the
investment, trustee and recordkeeping services to Fidelity Investments and
affects all of the 401(k) Plan participants and beneficiaries. Accordingly, a
concurrent restriction on trading by Lakeland's directors and executive
officers under Section 306(a) of the Act will apply.

         The blackout period will specifically apply to Lakeland common stock.
During the blackout period, you will be prohibited from, directly or
indirectly, purchasing, selling or otherwise acquiring or transferring equity
securities of Lakeland (or derivative securities of those equity securities,
such as stock options) that you acquired in connection with your services or
employment as a director or executive officer. With limited exceptions, this
includes all securities acquired while a director or executive officer.
Therefore, the prohibition on transactions by you applies to amounts, if any,
you may have invested in Lakeland stock under the 401(k) Plan and to Lakeland
stock you otherwise hold. This prohibition also applies to any direct or
indirect pecuniary interest you may have in such securities, such as Lakeland
stock held by immediate family members living with you, or held in trust, or
by controlled partnerships or corporations. If you are scheduled or plan to
purchase, acquire, exercise, sell or otherwise transfer shares of Lakeland
common stock during the blackout period, whether pursuant to the direct
purchase component of the Dividend Reinvestment Plan, a 10b5-1 plan or
otherwise, you must notify David Findlay to determine whether you are
permitted to complete the transaction.

         The blackout period for the 401(k) Plan is expected to begin on July
21, 2004 and end August 27, 2004.

         If you have any questions regarding the blackout period, you should
contact David Findlay at (574) 267-9197.