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                                      April 15, 2004
    (Date of earliest event reported)


                        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 Press Release dated April 15, 2004 Item 12. Results of Operations and Financial Condition On April 15, 2004, Lakeland Financial Corporation issued a press release announcing its earnings for the quarter ended March 31, 2004. The news release is attached as Exhibit 99.1.

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: April 15, 2004 By: /s/David M. Findlay David M. Findlay Chief Financial Officer


                                 Exhibit 99.1


FOR IMMEDIATE RELEASE                   Contact:  David M. Findlay
                                                  Executive Vice President
                                                  and Chief Financial Officer
                                                  (574) 267-9197

                   LAKELAND FINANCIAL REPORTS FIRST QUARTER
                         PERFORMANCE AND CASH DIVIDEND


     Warsaw,  Indiana  (April  15,  2004)  -  Lakeland  Financial  Corporation
(Nasdaq/LKFN),  parent company of Lake City Bank, today reported net income of
$3.5  million for the first  quarter of 2004,  which is  unchanged  versus the
comparable  period of 2003 and represents a 16% increase  versus net income of
$3.0  million in the fourth  quarter  of 2003.  Diluted  net income per common
share for the quarter was $0.58 versus $0.59 for the comparable period of 2003
and $0.50 for the fourth quarter of 2003.

     The Company also  announced  that the Board of Directors  approved a cash
dividend for the first  quarter of $0.21 per share,  payable on April 26, 2004
to shareholders of record on April 10, 2004. The quarterly dividend represents
an 11% increase over the quarterly dividend of $0.19 paid in 2003.

     Michael L.  Kubacki,  Chairman,  President and Chief  Executive  Officer,
commented, "We are proud of our performance in the first quarter of 2004. As a
result  of the  challenging  interest  rate  environment  that  we  have  been
operating in for the past twelve  months,  our focus has been on growth in key
noninterest income categories and prudent expense management.  The combination
of our  balance  sheet  structure  and  historically  low  interest  rates has
significantly  affected our net interest  income  through a decline in our net
interest margin, which was 3.60% versus 3.93% in the first quarter of 2003. As
a  result,  our net  interest  income  after  provision  for loan  losses  has
increased  by only 1% when  compared to the same period in 2003  despite  good
earning asset growth."

     Kubacki continued, "We continued to experience good revenue growth in key
noninterest  income areas during the quarter.  Excluding mortgage sales gains,
noninterest  income  grew  by 16%  versus  the  comparable  period  in  2003."
Comparing the first quarter of 2004 to the  comparable  period in 2003,  other
income  increased  by 40%, or  $271,000,  credit card fees  increased  39%, or
$140,000,  and trust and brokerage fees  increased 21%, or $129,000.  Overall,
total noninterest income decreased by $226,000, driven by a $759,000 reduction
in mortgage sales gains versus the comparable period in 2003.

     Kubacki added, "The mortgage  environment  during the first quarter had a
negative impact on earnings as we experienced a dramatic reduction in mortgage
sales  gains and  incurred  an  impairment  of  mortgage  servicing  rights of
$159,000 for the quarter versus  $141,000 in the first quarter of 2003. In the
fourth  quarter of 2003, we had a benefit of $117,000  compared to the loss in
the first  quarter.  While we have  recently  seen some  rebound  in  mortgage
origination  activity,  we do not  anticipate  that it will have a significant
impact in future quarters."

     "Recognizing the impact that the low interest rate environment has on our
earnings  power,  we have  maintained  a tight focus on  managing  noninterest
expenses.  As a result,  noninterest  expense actually decreased by 1% for the
quarter versus the comparable  period in 2003.  Through ongoing  leveraging of
technology and prudent capital  investment,  we have been able to achieve this
reduction without impacting staffing levels or customer service."

     Total  loans as of March  31,  2004 were  $884.5  million  versus  $870.9
million  as of  December  31,  2003 and $826.9  million as of March 31,  2003.
Average loans during the first quarter of 2004 were $883.7 million compared to
$860.3 million in the fourth quarter of 2003, an increase of 3%.

     Lakeland  Financial's  allowance for loan losses as of March 31, 2004 was
$10.5  million,  compared to $10.2  million as of  December  31, 2003 and $9.7
million as of March 31, 2003. Non-performing assets totaled $4.5 million as of
March 31, 2004 versus $4.3 million as of December 31, 2003 and $8.8 million on
March 31, 2003. The ratio of non-performing assets to loans was 0.51% on March
31, 2004  compared to 0.50% at December  31, 2003 and 1.06% at March 31, 2003.
Net charge offs totaled $9,000 in the first quarter versus $320,000 during the
fourth  quarter of 2003 and  $458,000  in the first  quarter of 2003.  For the
quarter ended March 31, 2004,  net charge offs were less than 0.01% of average
loans compared to 0.23% in the same period in 2003.

     Kubacki commented,  "We are extremely pleased with the overall quality of
our loan  portfolio  and the  resulting  low level of charge  offs  during the
quarter. Clearly, there is a direct relationship between our earnings power in
this low margin environment and our asset quality. As a result of our moderate
level of charge offs and overall asset  quality,  we have not been required to
increase the loan loss allocations significantly,  thus reducing our loan loss
provision."

     For the three months ended March 31, 2004,  Lakeland  Financial's average
equity to  average  assets  ratio was 7.21%  compared  to 7.06% for the fourth
quarter of 2003 and 7.07% for the first quarter of 2003. Average stockholders'
equity for the quarter  ended March 31, 2004 was $92.4  million  versus  $89.0
million for the fourth  quarter of 2003 and $85.6  million for the  comparable
period in 2003.  Average  total  deposits for the quarter ended March 31, 2004
were $968.7 million  compared to $993.3 million for the fourth quarter of 2003
and $934.1 million for the same period in 2003.

     Lakeland  Financial  Corporation  is a $1.3 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.

     Lakeland  Financial  Corporation  may be  accessed  on its  home  page at
www.lakecitybank.com. The Company's common stock is traded on the Nasdaq Stock
Market under "LKFN".  Marketmakers in Lakeland  Financial  Corporation  common
shares include FTN Financial  Securities  Corp.,  Goldman,  Sachs & Co., Hill,
Thompson, Magid & Co., Howe Barnes Investments, Inc., Keefe, Bruyette & Woods,
Inc., Knight Equity  Securities,  L.P.,  Merrill Lynch & Co., Morgan Stanley &
Co., Inc., Sandler O'Neill & Partners, Schwab Capital Markets, Stifel Nicolaus
& Company, Inc., Susquehanna Capital Group and Trident Securities.

     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.

     A number of factors,  many of which are beyond the ability of the Company
to control or predict,  could cause actual results to differ  materially  from
those in its forward-looking statements.  These factors include, among others,
the following:  (i) the strength of the local and national  economy;  (ii) the
economic  impact  of past and any  future  terrorist  attacks,  acts of war or
threats  thereof and the response of the United States to any such attacks and
threats; (iii) changes in state and federal laws, regulations and governmental
policies  concerning the Company's general business;  (iv) changes in interest
rates and prepayment rates of the Company's assets; (v) increased  competition
in the financial  services  sector and the inability to attract new customers;
(vi) changes in technology and the ability to develop and maintain  secure and
reliable  electronic  systems;  (vii) the loss of key executives or employees;
(viii) changes in consumer spending;  (ix) unexpected results of acquisitions;
(x) unexpected  outcomes of existing or new litigation  involving the Company;
and (xi)  changes  in  accounting  policies  and  practices.  These  risks and
uncertainties  should be considered in evaluating  forward-looking  statements
and  undue  reliance  should  not be  placed  on such  statements.  Additional
information  concerning  the Company and its  business,  including  additional
factors that could  materially  affect the  Company's  financial  results,  is
included in the Company's filings with the Securities and Exchange Commission.

LAKELAND FINANCIAL CORPORATION FIRST QUARTER 2004 FINANCIAL HIGHLIGHTS (Unaudited - Dollars in thousands except Share and Per Share Data) Three Months Ended -------------------------------------------------------- Mar. 31, Dec. 31, Mar. 31, 2004 2003 2003 -------------- ------------- --------------- END OF PERIOD BALANCES Assets $ 1,285,929 $ 1,271,414 $ 1,222,883 Deposits 1,006,811 926,391 961,494 Loans 884,499 870,882 826,865 Allowance for Loan Losses 10,477 10,234 9,742 Common Stockholders' Equity 94,191 90,022 86,067 AVERAGE BALANCES Assets Total Assets $ 1,281,413 $ 1,260,792 $ 1,212,142 Earning Assets 1,176,928 1,153,994 1,113,508 Investments 282,053 271,815 275,204 Loans 883,692 860,265 829,647 Liabilities and Stockholders' Equity Total Deposits 968,724 993,267 934,078 Interest Bearing Deposits 781,823 805,586 776,931 Interest Bearing Liabilities 993,786 975,773 956,165 Common Stockholders' Equity 92,444 88,973 85,590 INCOME STATEMENT DATA Net Interest Income $ 10,208 $ 10,500 $ 10,551 Net Interest Income-Fully Tax Equivalent 10,534 10,836 10,787 Provision for Loan Losses 252 490 667 Noninterest Income 4,160 4,621 4,386 Noninterest Expense 8,908 10,345 8,971 Net Income 3,502 3,010 3,515 PER SHARE DATA Basic Net Income Per Common Share $ 0.60 $ 0.52 $ 0.60 Diluted Net Income Per Common Share 0.58 0.50 0.59 Cash Dividends Per Common Share 0.21 0.19 0.19 Book Value Per Common Share (equity per share issued) 16.10 15.43 14.80 Market Value - High 38.05 37.47 25.75 Market Value - Low 31.41 33.51 23.21 Basic Weighted Average Common Shares Outstanding 5,842,946 5,829,072 5,813,984 Diluted Weighted Average Common Shares Outstanding 6,052,537 6,046,778 5,957,134 KEY RATIOS Return on Average Assets 1.10 % 0.95 % 1.18 % Return on Average Common Stockholders' Equity 15.24 13.42 16.65 Efficiency (Noninterest Expense / Net Interest Income plus Noninterest Income) 61.98 68.41 60.04 Average Equity to Average Assets 7.21 7.06 7.07 Net Interest Margin 3.60 3.73 3.93 Net Charge Offs to Average Loans 0.00 0.15 0.23 Loan Loss Reserve to Loans 1.18 1.18 1.18 Nonperforming Assets to Loans 0.51 0.50 1.06 Tier 1 Leverage 9.23 9.15 8.12 Tier 1 Risk-Based Capital 11.95 11.78 10.54 Total Capital 13.02 12.83 11.59 ASSET QUALITY Loans Past Due 90 Days or More $ 3,211 $ 3,191 $ 3,386 Non-accrual Loans 997 553 5,208 Net Charge Offs 9 320 458 Other Real Estate Owned 277 557 109 Other Nonperforming Assets 39 27 62 Total Nonperforming Assets 4,524 4,328 8,765

LAKELAND FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEETS As of March 31, 2004 and December 31, 2003 (in thousands) March 31, December 31, 2004 2003 ------------ ------------ (Unaudited) ASSETS Cash and cash equivalents: Cash and due from banks $ 50,651 $ 52,297 Short-term investments 6,823 5,144 ------------ ------------ Total cash and cash equivalents 57,474 57,441 Securities available-for-sale: U. S. Treasury and government agency securities 19,641 17,280 Mortgage-backed securities 211,988 211,142 State and municipal securities 53,322 52,945 ------------ ----------- Total securities available-for-sale 284,951 281,367 Real estate mortgages held-for-sale 3,513 3,431 Loans: Total loans 884,499 870,882 Less: Allowance for loan losses 10,477 10,234 ------------ ------------ Net loans 874,022 860,648 Land, premises and equipment, net 25,976 26,157 Accrued income receivable 5,173 5,010 Goodwill 4,970 4,970 Other intangible assets 1,406 1,460 Other assets 28,444 30,930 ------------ ------------ Total assets $ 1,285,929 $ 1,271,414 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Noninterest bearing deposits $ 197,977 $ 185,734 Interest bearing deposits 808,834 740,657 ------------ ------------ Total deposits 1,006,811 926,391 Short-term borrowings: Federal funds purchased 16,000 24,000 Securities sold under agreements to repurchase 86,511 102,601 U.S. Treasury demand notes 2,303 3,160 Other borrowings 10,000 55,000 ------------ ------------ Total short-term borrowings 114,814 184,761 Accrued expenses payable 7,626 7,804 Other liabilities 1,513 1,461 Long-term borrowings 30,046 30,047 Subordinated debentures 30,928 30,928 ------------ ------------ Total liabilities 1,191,738 1,181,392 STOCKHOLDERS' EQUITY Common stock: No par value, 90,000,000 shares authorized, 5,849,494 shares issued and 5,817,474 outstanding as of March 31 2004, and 5,834,744 shares issued and 5,787,463 outstanding at December 31, 2003 1,453 1,453 Additional paid-in capital 10,700 10,509 Retained earnings 82,534 80,260 Accumulated other comprehensive income/(loss) 169 (1,282) Treasury stock, at cost (665) (918) ------------ ------------ Total stockholders' equity 94,191 90,022 ------------ ------------ Total liabilities and stockholders' equity $ 1,285,929 $ 1,271,414 ============ ============

LAKELAND FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME For the Three Months Ended March 31, 2004 and 2003 (in thousands except for share data) (Unaudited) Three Months Ended March 31, --------------------------- 2004 2003 ------------ ------------ INTEREST AND DIVIDEND INCOME - ---------------------------- Interest and fees on loans: Taxable $ 11,316 $ 11,833 Tax exempt 68 63 ------------ ------------ Total loan income 11,384 11,896 Short-term investments 28 27 Securities: U.S. Treasury and government agency securities 157 170 Mortgage-backed securities 2,022 2,932 State and municipal securities 584 428 ------------ ------------ Total interest and dividend income 14,175 15,453 INTEREST EXPENSE - ---------------- Interest on deposits 3,031 3,786 Interest on short-term borrowings 346 340 Interest on long-term borrowings 590 776 ------------ ------------ Total interest expense 3,967 4,902 ------------ ------------ NET INTEREST INCOME 10,208 10,551 - ------------------- Provision for loan losses 252 667 ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 9,956 9,884 - ------------------------- ------------ ------------ NONINTEREST INCOME - ------------------ Trust and brokerage fees 739 610 Service charges on deposit accounts 1,657 1,664 Credit card fee income 500 360 Other income (net) 944 673 Net gains on sale of real estate mortgages held for sale 320 1,079 ------------ ------------ Total noninterest income 4,160 4,386 NONINTEREST EXPENSE - ------------------- Salaries and employee benefits 4,925 4,705 Occupancy and equipment expense 1,017 1,362 Data processing expense 595 583 Credit card interchange 290 196 Other expense 2,081 2,125 ------------ ------------ Total noninterest expense 8,908 8,971 INCOME BEFORE INCOME TAX EXPENSE 5,208 5,299 - -------------------------------- Income tax expense 1,706 1,784 ------------ ------------ NET INCOME $ 3,502 $ 3,515 - ---------- ============ ============ BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 5,842,946 5,813,984 BASIC EARNINGS PER COMMON SHARE $ 0.60 $ 0.60 - ------------------------------- ============ ============ DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 6,052,537 5,957,134 DILUTED EARNINGS PER COMMON SHARE $ 0.58 $ 0.59 - --------------------------------- ============ ============