UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-Q/A
                               (Amendment No. 1)

                [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2005

                                      OR

             [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ____________ to _____________

Commission File Number 0-11487

                        LAKELAND FINANCIAL CORPORATION
            (Exact name of registrant as specified in its charter)

        INDIANA                                  35-1559596
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)             Identification Number)

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

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

Indicate  by check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
1934  during the  preceding  12 months (or for such  shorter  period  that the
registrant  was  required to file such  reports),  and (2) has been subject to
such filing requirements for the past 90 days.
                                YES [x] NO [ ]

Indicate by check mark  whether the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
                                YES [x] NO [ ]

Indicate the number of shares  outstanding of each of the issuer's  classes of
common stock, as of the last practicable date.

            Class                      Outstanding at April 30, 2005
Common Stock, No Par Value                     5,913,918





                               EXPLANATORY NOTE

     Lakeland Financial Corporation (the "Company") filed its Quarterly Report
on Form 10-Q (the "Form 10-Q) with the Securities and Exchange Commission (the
"SEC") on May 5, 2005.  The Company  inadvertently  omitted  certain  language
regarding the Company's internal control over financial  reporting in the Form
10-Q,  that was  required to be included  by SEC Rule  13a-14.  The Company is
filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A ("Amendment
No. 1") to file new Exhibits 31.1 and 31.2 that include the required  language
relating to the Company's internal control over financial reporting.

     We  hereby  amend the Form 10-Q to  replace  Exhibits  31.1 and 31.2 with
Exhibits 31.1 and 31.2 attached to this Amendment No. 1. All other information
is unchanged  and reflects  the  disclosures  made at the time of the original
filing.  Unless  otherwise  expressly  stated,  this  Amendment No. 1 does not
reflect events occurring after the filing of the Form 10-Q or modify or update
in any way disclosures made in the Form 10-Q.

Item 6. Exhibits 
        --------
        31.1   Certification  of  Chief  Executive  Officer  Pursuant  to Rule
               13a-14(a)/15d-14(a)

        31.2   Certification  of  Chief  Financial  Officer  Pursuant  to Rule
               13a-14(a)/15d-14(a)



                                  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 thereunto duly authorized.


                        LAKELAND FINANCIAL CORPORATION
                                 (Registrant)




Date: May 27, 2005           /s/Michael L. Kubacki
                                Michael L. Kubacki - President and Chief
                                Executive Officer




Date: May 27, 2005           /s/David M. Findlay
                                David M. Findlay - Executive Vice President
                                and Chief Financial Officer




Date: May 27, 2005           /s/Teresa A. Bartman
                                Teresa A. Bartman - Vice President and
                                Controller