8-K

UNITED STATES

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) October 26, 2009

                                                              Lakeland Financial Corporation

                                                                                                                                     0;              (Exact name of registrant as specified in its charter)

Commission File Number:  000-11487

Indiana 35-1559596

(State or other jurisdiction of incorporation) (I.R.S. Employer Identification Number)

202 East Center Street

Warsaw, Indiana  46581-1387

(Address of principal executive offices, including zip code)

(574) 267-6144

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange

Act (17 CFR 240.14d-2(b))

      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On October 26, 2009, Lakeland Financial Corporation (the "Company") issued a press release announcing its filing of a registration statement with the Securities and Exchange Commission for the offering of 3.5 million shares of newly issued common stock.

A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein are deemed to be furnished and shall not be deemed to be "filed" under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 The information contained in this Item 7.01 and the press release furnished herewith as Exhibit 99.1 shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

Item 9.01.                      Financial Statements and Exhibits.

(d) Exhibits.  The following exhibits are filed herewith:

99.1 Press release issued by Lakeland Financial Corporation on October 26, 2009

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Lakeland Financial Corporation

Dated:  October 26, 2009 By: /s/ David M. Findlay

David M. Findlay

Executive Vice President and Chief Financial Officer

2

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE                                                                                                                            0;                                                                                                            Contact:                  David M. Findlay

                                                                                                                                      ;                                              Executive Vice President-

                                                                                                                                      ;                                              Administration and

                                                                                                                                      ;                                              Chief Financial Officer

                                                                                                                                      ;                                               (574) 267-9197

                                                                                                                                    
60;                                               david.findlay@lakecitybank.com

LAKELAND FINANCIAL CORPORATION ANNOUNCES FILING OF REGISTRATION STATEMENT FOR THE OFFERING OF 3.5 MILLION SHARES OF COMMON STOCK

Warsaw, Indiana (October 26, 2009) – Lakeland Financial Corporation (Nasdaq Global Select/LKFN), parent company of Lake City Bank, announced today that it has filed a registration statement with the Securities and Exchange Commission for the offering of newly issued common stock.

The Company expects to sell 3.5 million shares of common stock in an underwritten public offering.  The price of the common stock will be determined by agreement of the Company and the underwriters at the time of the offering.  Stifel, Nicolaus & Company, Incorporated will serve as sole-book running manager and Keefe Bruyette & Woods, Inc. and Howe Barnes Hoefer & Arnett, Inc. will serve as co-managers for the offering.  The Company intends to grant the underwriters an option to purchase up to an additional 525,000 shares of common stock to cover over-allotments, if any. The common stock will be issued pursuant to a prospectus filed as part of the Company’s registration statement under the Securities Act of 1933.

The Company intends to use the net proceeds of the offering for general corporate purposes, including the contribution of a portion of the proceeds to Lake City Bank as additional capital.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The offering will be made only by means of a prospectus which is a part of such registration statement. When available, a copy of the preliminary prospectus may be obtained from Stifel Nicolaus at One South Street, 15th Floor, Baltimore, Maryland 21202 (Attn: Prospectus Department) or by telephone at 443-224-1988.

Lakeland Financial Corporation is a $2.5 billion bank holding company headquartered in Warsaw, Indiana. Lake City Bank serves Northern Indiana with 43 branches located in the following Indiana counties: Kosciusko, Elkhart, Allen, St. Joseph, DeKalb, Fulton, Huntington, LaGrange, Marshall, Noble, Pulaski and Whitley.  The Company also has a Loan Production Office in Indianapolis, Indiana.  Additional information regarding the Company can be accessed on its home page at www.lakecitybank.com.

This document contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.  Additional information concerning the Company and its business, including factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission.

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