As filed with the Securities and
Exchange Commission on April 15, 1998          Registration No. ____ -____
-------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                          ---------------------------

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

       Indiana                                              35-1559596
(State or other jurisdiction                             (I.R.S. Employer
 of incorporation or organization)                      Identification No.)

202 East Center Street,                                     (Zip Code)
P.O. Box 1387, Warsaw, Indiana                                46580
(Address of Principal Executive Offices)                                   

                      LAKELAND FINANCIAL CORPORATION 1997
                             SHARE INCENTIVE PLAN
                           (Full title of the plan)

                               R. Douglas Grant
                     202 East Center Street, P.O. Box 1387
                             Warsaw, Indiana 46580
                    (Name and address of agent for service)

                                (219) 267-6144
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                               Kennard R. Weaver
                                Baker & Daniels
                      301-B South Main Street, Suite 307
                            Elkhart, Indiana 46516
                                (219) 296-6000

<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
=================================================================================================================================
   Title of Securities       Amount to be          Proposed maximum                Proposed maximum                 Amount of
      to registered         registered(1)      offering price per share(2)     aggregate offering price(2)      registration fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                    <C>                           <C>                          <C>    
Common Stock,
without par value.....         300,000                $ 48.75 (3 )                  $ 14,625,000 (3)             $ 4,314.38 (3)
                                                                                                                   
<FN>
=================================================================================================================================

(1)  Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), this Registration Statement also
     registers such additional shares of Common Stock as may be offered or issued to prevent dilution resulting from
     stock splits, stock dividends and similar transactions.

(2)  It is impracticable to state the maximum offering price. Shares offered pursuant to incentive share options granted under
     the Lakeland Financial Corporation 1997 Share Incentive Plan are to be offered at not less than the fair market value of
     one share of Common Stock of Lakeland Financial Corporation (the "Company") on the date the option is granted.

(3)  Estimated solely for purposes of calculating the registration fee and computed in accordance with Rule 457(c) under the
     Securities Act using the average of the high and low sale prices of the Common Stock as reported by the NASDAQ National
     Market System on April 13, 1998 which was $ 48.75 per share.
</FN>
</TABLE>
<PAGE>



                                    PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The Section 10(a) prospectus for the Lakeland Financial Corporation 1997
Share Incentive Plan is not required to be filed with the Securities and
Exchange Commission as part of this Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed below are hereby incorporated by Reference in this
Registration Statement:

          (a) The Company's Annual Report on Form 10-K for the year ended
          December 31, 1997; and

          (b) The description of the Company's Common Shares contained in the
          Company's Registration Statement on Form S-14 filed pursuant to the
          Securities Act of 1933 (the "Securities Act"), including any
          amendments or reports filed for the purpose of updating such
          description.

     All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
fiscal year for which audited financial statements are contained in the annual
report described above are incorporated herein by reference. All documents
filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date hereof and prior to the termination of the
offering of the securities offered hereby shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents with the Commission.

     The Company will promptly provide without charge to each person to whom a
prospectus is delivered a copy of any or all information that has been
incorporated herein by reference (not including exhibits to the information
that is incorporated by reference unless such exhibits are specifically
incorporated by reference into such information), upon the written or oral
request of such person directed to the Secretary of the Company at its
principal offices, 202 East Center Street, P.O. Box 1387, Warsaw, Indiana,
46580, (219) 267-6144.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

                                     -1-

<PAGE>



ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Reference is made to Section 9 of the Company's Restated Articles of
Incorporation filed as Exhibit 4.1 hereto which requires the Company, to the
extent not inconsistent with applicable law, including the Indiana Business
Corporation Law (Ind. Code 23-1-37-1 et seq.), as amended from time to time,
to indemnify every person who is or was a director, officer or employee of the
Company or of any other corporation for which he is or was serving in any
capacity at the request of the Company against any and all liability and
expenses, including, without limitation, attorneys' fees and disbursements,
amounts of judgments, fines or penalties, and amounts paid in settlement, but
shall not in any event include any liability or expenses on account of profits
realized by him in the purchase or sale of securities of the Company in
violation of law, that may be incurred by him in connection with or resulting
from or arising out of any claim, action, suit or proceedings (whether actual
or threatened, civil or criminal), provided that such person is wholly
successful with respect thereto or acted in good faith in what he reasonably
believed to be in or not opposed to the best interests of the Company or such
other corporation, as the case may be, and, in addition, in any criminal
action or proceeding in which he had no probable cause to believe that his
conduct was unlawful.

     Any such director, officer, or employee who has been wholly successful
with respect to any such claim, action, suit or proceeding shall be entitled
to indemnification as a matter of right. Otherwise, indemnification shall be
made only if (i) determined by a quorum of the uninterested members of the
Board of Directors, or (ii) independent legal counsel opines in writing that
such person has met the applicable standards.

     Indemnification pursuant to the Company's Restated Articles of
Incorporation is in addition to any rights to which any subject person may
otherwise be entitled.

     In addition, Section 9 of the Restated Articles of Incorporation permits
the Company to purchase and maintain liability insurance for persons who are
directors, officers, employees, or agents of the Company, or who are serving
as directors, officers, employees, or agents of another corporation at the
request of the Company.

     Reference is also made to Article VII of the Company's Restated Bylaws
filed as Exhibit 4.2 hereto which contains provisions identical to Section 9
of the Restated Articles of Incorporation of the Company.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated herein by reference to the Index to
Exhibits.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made,
          a post-effective amendment to this registration statement:


                                      -2-

<PAGE>




          (i)   To include any prospectus required by section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of the registration statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the registration statement;

          (iii) To include any material information with respect to the plan
                of distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;

          Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
          if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to section 13 or section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference
          in the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at the time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.




                                      -3-

<PAGE>



                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Warsaw, State of Indiana, on April 14 , 1998.

                                 LAKELAND FINANCIAL CORPORATION


                                 By:R. Douglas Grant
                                    R. Douglas Grant
                                    President


                               POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities and on the respective dates indicated opposite their names. Each
person whose signature appears below hereby authorizes each of R. Douglas
Grant and Terry M. White, each with full power of substitution, to execute in
the name and on behalf of such person any post-effective amendment to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the registrant deems appropriate, and appoints each of R. Douglas
Grant and Terry M. White, each with full power of substitution,
attorney-in-fact to sign any amendment and any post-effective amendment to
this Registration Statement and to file the same, with exhibits thereto, and
other documents in connection therewith.

Signatures               Capacity                               Date
----------               --------                               ----

  R. Douglas Grant       President, Principal Executive         April 14, 1998
  R. Douglas Grant       Officer, and Director

  Terry M. White         Principal Financial and Accounting     April 14, 1998
  Terry M. White         Officer and Secretary


  James J. Nowak         Assistant Secretary                    April 14, 1998
  James J. Nowak

  Anna K. Duffin         Director                               April 14, 1998
  Anna K. Duffin

  Eddie Creighton        Director                               April 14, 1998
  Eddie Creighton

  L. Craig Fulmer        Director                               April 14, 1998
  L. Craig Fuller

  Jerry L. Helvey        Director                               April 14, 1998
  Jerry L. Helvey




                                      -4-

<PAGE>



Signatures               Capacity                               Date
----------               --------                               ----

  Allan J. Ludwig        Director                               April 14, 1998
  Allan J. Ludwig

  Richard L. Pletcher    Director                               April 14, 1998
  Richard L. Pletcher

  Joseph P. Prout        Director                               April 14, 1998
  Joseph P. Prout

  Terry L. Tucker        Director                               April 14, 1998
  Terry L. Tucker

  G. L. White            Director                               April 14, 1998 
  G. L. White





                                      -5-

<PAGE>



                               INDEX TO EXHIBITS


     Exhibit
       No.                       Description of Exhibit
     -------                     ----------------------

       4.1         Restated Articles of Incorporation of the Registrant.

       4.2         Restated By-Laws of the Registrant, as amended to date.
                   (The copy of this Exhibit filed as Exhibit 3(ii) to the
                   Company's Quarterly Report on Form 10-Q for the quarter
                   ended June 30, 1996).

       4.3         Lakeland Financial Corporation 1997 Share Incentive Plan.

        5          Opinion of Baker & Daniels regarding legality of the 
                   securities being registered.

       23.1        Consent of Crowe Chizek and Company, LLP

       23.2        Consent of Baker & Daniels (included in the Baker & Daniels
                   Opinion filed as Exhibit 5).

        24         Powers of Attorney (included on the Signature Page of the
                   Registration Statement).




                                     -6-

<PAGE>
                                 Exhibit 4.1

                             AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                        LAKELAND FINANCIAL CORPORATION
                        ------------------------------

                                   ARTICLE I
                                   ---------

                                     Name
                                     ---- 

        The name of the Corporation is Lakeland Financial Corporation.

                                  ARTICLE II
                                  ----------

                                   Purposes
                                   --------

     The purposes for which the Corporation is formed are:

     SECTION 1. To acquire control of the Lake City Bank, of Warsaw, Indiana
and to operate as a bank holding company.

     SECTION 2. GENERAL POWERS. To possess, exercise, and enjoy all rights,
powers and privileges conferred upon bank holding companies by the Bank
Holding Company Act of 1956 as amended and as hereafter amended or
supplemented, and all other rights and powers authorized by the laws of the
State of Indiana, and the laws of the United States of America applicable to
bank holding companies and the regulations of the Board of Governors of the
Federal Reserve System.

     SECTION 3. TO DEAL IN REAL PROPERTY. Subject to the limitations of
Section 2 above, to acquire by purchase, exchange, lease or otherwise, and to
hold, own, use, construct, improve, equip, manage, occupy, mortgage, sell,
lease, convey, exchange or otherwise dispose of, alone or in conjunction with
others, real estate and leaseholds of every kind, character and description
whatsoever and wheresoever situated, and any other interests therein,
including, but without limiting the generality thereof, buildings, factories,
warehouses, offices and structures of all kinds.

     SECTION 4. CAPACITY TO ACT. Subject to the limitations of Section 2
above, to have the capacity to act possessed by natural persons and to perform
such acts as are necessary and advisable to accomplish the purposes,
activities and business of the Corporation.


                                      -7-

<PAGE>



     SECTION 5. TO ACT AS AGENT. Subject to the limitations of Section 2
above, to act as agent or representative for any firm, association,
corporation, partnership, government or person, public or private, with
respect to any activity or business of the Corporation.

     SECTION 6. TO MAKE CONTRACTS AND GUARANTEES. Subject to the limitations
of Section 2 above, to make, execute and perform, or cancel and rescind,
contracts of every kind and description, including guarantees and contracts of
suretyship, with any firm, association, corporation, partnership, government
or person, public or private.

     SECTION 7. TO BORROW FUNDS. Subject to the limitations of Section 2
above, to borrow moneys for any activity or business of the Corporation and,
from time to time, without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants,
bonds, debentures, notes, trust receipts, and other negotiable or
non-negotiable instruments and evidences of indebtedness, and to secure the
payment thereof, and the interest thereon, by mortgage, pledge, conveyance, or
assignment in trust of all or any part of the assets of the Corporation, real,
personal or mixed, including contract rights, whether at the time owned or
thereafter acquired, and to sell, exchange, or otherwise dispose of such
securities or other obligations of the Corporation.

     SECTION 8. TO DEAL IN ITS OWN SECURITIES. Subject to the limitations of
Section 2 above, to purchase, take, receive or otherwise acquire, and to hold,
own, pledge, transfer or otherwise dispose of shares of its own capital stock
and other securities. Purchases of the Corporation's own shares, whether
direct or indirect, may be made without shareholder approval only to the
extent of unreserved and unrestricted earned surplus available therefor.

                                  ARTICLE III
                                  -----------

                              Period of Existence
                              -------------------

     The period during which the Corporation shall continue is perpetual.

                                  ARTICLE IV
                                  ----------

                      Resident Agent and Principal Office
                      -----------------------------------

     SECTION 1. RESIDENT AGENT. The name and address of the Corporation's
Resident Agent for service of process is R. Douglas Grant, 202 East Center
Street, P.O. Box 1387, Warsaw, Indiana 46580.


                                      -8-

<PAGE>



     SECTION 2. PRINCIPAL OFFICE. The post office address of the principal
office of the Corporation is 202 East Center Street, P.O. Box 1387, Warsaw,
Indiana 46580.

                                   ARTICLE V
                                   ---------

                               Authorized Shares
                               -----------------

     SECTION 1. NUMBER OF SHARES. The total number of shares which the
Corporation is to have authority to issue is 90,000,000, all of which are
without par value.

     SECTION 2. GENERAL TERMS. All of the authorized shares shall be
designated as "Common Stock", and each share of Common Stock shall be equal to
every other share of Common Stock and shall participate equally in all
earnings and profits of the Corporation and on distribution of assets, either
on dissolution, liquidation or otherwise.

     SECTION 3. VOTING RIGHTS. Each holder of the Common Stock shall have the
right to vote on all matters presented to shareholders and shall be entitled
on all matters including elections of directors to one vote for each share of
Common Stock registered in his name on the books of the Corporation.

                                  ARTICLE VI
                                  ----------

                     Requirements Prior To Doing Business
                     ------------------------------------

     The stated capital of the Corporation as of the date of filing of these
Restated Articles of Incorporation is at least One Thousand Dollars
($1,000.00).

                                  ARTICLE VII
                                  -----------

                                  Director(s)
                                  -----------

     SECTION 1. NUMBER OF DIRECTORS. The Board of Directors shall be composed
of such number of directors ranging from nine (9) to eighteen (18), inclusive,
as shall be established from time to time by the By-laws of the Corporation.
In the absence of the establishment of such a number, the number of directors
shall be ten (10).

     SECTION 2. QUALIFICATIONS OF DIRECTORS.

     (a)  Directors need not be shareholders of the Corporation.

     (b)  No director shall be a director, officer, employee, or the holder of
          5% or more of the outstanding shares of any class of voting
          securities or securities convertible into voting securities of any

                                      -9-

<PAGE>



          financial institution, including but not limited to banks, trust
          companies, savings and loan associations, whether stock or mutual,
          credit unions, bank holding companies, savings and loan holding
          companies, or any other entity controlling, controlled by or in
          common control with a financial institution, other than (a) the
          Corporation, (b) any subsidiary of or other entity controlled by the
          Corporation, or (c) serving in any capacity at the request of the
          Corporation.

     (c)  Those directors holding office as of the date of these amended
          Articles, who would otherwise be precluded from serving as directors
          of this Corporation because of the restrictions imposed by this
          Section 3 of the Article VII, shall be permitted to continue to
          serve as directors of the Corporation for such continuous period of
          time as they are elected or reelected by the shareholders.

     SECTION 3. TERMS OF DIRECTORS.

     (a) The terms of the Directors shall be staggered as set forth herein.
For purposes of this section, the Board of Directors shall be divided into
three classes consisting, to the extent possible, of equal numbers. The
classes shall be designated Class A, Class B and Class C, respectively. To the
extent that the number of directors is not divisible by three (3), the first
additional director shall be placed in Class A and the second additional
director, if there is one, shall be placed in Class B.

     (b) At the annual meeting of shareholders to be held in 1984, the
shareholders shall vote for the total number of directors as shall be set by
the Board of Directors pursuant to Section 1 of this Article VII. Class A
shall be elected for a term of three (3) years. Class B shall be elected for
an initial term of two (2) years and for terms thereafter of three (3) years.
Class C shall be elected for an initial term of one (1) year and for terms
thereafter of three (3) years. Each person elected shall serve for the term of
the class to which he has been designated and until his successor is duly
elected and qualified or until his earlier death, resignation,
disqualification, or removal from office.

     (c) At the annual meeting of shareholders to be held in 1985, the
shareholders shall vote for the number of directors comprising Class B to hold
office for a term of three (3) years. At the annual meeting of shareholders to
be held in 1986, the shareholders shall vote for the number of directors
comprising Class C to hold office for a term of three years. At subsequent
annual meetings, the shareholders shall vote for the number of directors
comprising the class whose term is expiring, which class shall be elected for
a term of three (3) years.

     SECTION 4. REMOVAL OF DIRECTORS. Except as provided below, a director may
not be removed or suspended from the Board of Directors except with cause as
determined by procedures established from time to time by the By-laws of the
Corporation. Any or all members of the Board of Directors may be removed, with
or without cause, at a meeting of the shareholders called expressly for that

                                     -10-

<PAGE>



purpose, by a vote of the holders of not less than two-thirds of the
outstanding shares of common stock of the Corporation entitled to vote at that
meeting. Any director shall immediately cease being a director when he no
longer satisfies the standards for qualification established by Section 3 of
this Article VII.

                                 ARTICLE VIII
                                 ------------

                                   Officers
                                   --------

     The name and post office address of the President and Secretary of the
Corporation at the date of adoption of these Amended and Restated Articles of
Incorporation are, respectively:
                                   
                                  NUMBER AND 
         NAME                 STREET OR BUILDING    CITY     STATE    ZIP
         ----                 ------------------    ----     -----    ---
                              
R. Douglas Grant, President     P.O. Box 1387      Warsaw      IN   46581-1387
Terry M. White, Secretary       P.O. Box 1387      Warsaw      IN   46580-1387




                                  ARTICLE IX
                                  ----------

                     Provisions for Regulation of Business
                     and Conduct of Affairs of Corporation
                     -------------------------------------

     SECTION 1. MEETINGS OF SHAREHOLDERS. Meetings of shareholders of the
Corporation shall be held at such place, within or without the State of
Indiana, as may be specified in the notices or waivers of notice of such
meetings.

     SECTION 2. MEETINGS OF DIRECTORS. Meetings of Directors of the
Corporation shall be held at such place, within or without the State of
Indiana, as may be specified in the notices or waivers of notice of such
meetings.

     SECTION 3. CONSIDERATION FOR SHARES. Shares of stock of the Corporation
shall be issued or sold in such manner and for such amount of consideration as
may be fixed from time to time by the Board of Directors.

     SECTION 4. BY-LAWS OF THE CORPORATION. The Board of Directors by a
majority vote of the actual number of directors elected and qualified from
time to time shall have the power, without the assent or vote of the 

                                     -11-

<PAGE>



shareholders, to make, alter, amend or repeal the By-Laws of the Corporation.

     SECTION 5. COMMITTEES. If the By-Laws so provide, the Board of Directors
may, by resolution adopted by a majority of the actual number of directors
elected and qualified from time to time, designate from among its members an
executive committee and one or more other committees, each of which to the
extent provided in such resolution, the Articles of Incorporation or the
By-Laws, may exercise all of the authority and powers of the Board of
Directors of the Corporation, and shall have the power to authorize the
execution of all documents and the affixing of the Seal of the Corporation to
all papers which may require it; but no such committee shall have the
authority of the Board of Directors in reference to amending the Articles of
Incorporation, adopting an agreement or plan of merger or consolidation,
proposing a special corporate transaction, recommending to the shareholders a
voluntary dissolution of the Corporation or a revocation thereof, electing or
removing officers, or amending the By-Laws of the Corporation. The designation
of any such committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law. No member of any such committee shall continue
to be a member thereof after he ceases to be a Director of the Corporation.

     SECTION 6. CONSENT ACTION BY SHAREHOLDERS. Any action required by statute
to be taken at a meeting of the shareholders, or any action which may be taken
at a meeting of the shareholders, may be taken without a meeting if, prior to
such action, a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof, and such written consent is filed with the minutes of the
proceedings of the shareholders.

     SECTION 7. CONSENT ACTION BY DIRECTORS. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting, if prior to such action a written consent to
such action is signed by all members of the Board of Directors or such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or committee.

     SECTION 8. INTEREST OF DIRECTORS IN CONTRACTS. Any contract or other
transaction between the Corporation and any corporation in which this
Corporation owns a majority of the capital stock shall be valid and binding,
notwithstanding that the directors or officers of this Corporation are
identical or that some or all of the directors of officers, or both, are also
directors or officers of such other corporation.

     Any contract or other transaction between the Corporation and one or more
of its directors or members or employees, or between the Corporation and any
firm of which one or more of its directors are members or employees or in
which they are interested, or between the Corporation and any corporation or

                                     -12-

<PAGE>



association of which one or more of its directors are stockholders, members,
directors, officers, or employees or in which they are interested, shall be
valid for all purposes notwithstanding the presence of such director or
directors at the meeting of the Board of Directors of the Corporation which
acts upon, or in reference to, such contract or transaction and
notwithstanding his or their participation in such action, if the fact of such
interest shall be disclosed or known to the Board of Directors and the Board
of Directors shall authorize, approve and ratify such contract or transaction
by a vote of a majority of the directors present, such interested director or
directors to be counted in determining whether a quorum is present, but not to
be counted in calculating the majority of such quorum necessary to carry such
vote. This Section shall not be construed to invalidate any contract or other
transaction which would otherwise be valid under the common statutory law
applicable thereto.

     SECTION 9. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. Every
person who is or was a director, officer or employee of this Corporation or of
any other corporation for which he is or was serving in any capacity at the
request of this Corporation shall be indemnified by this Corporation against
any and all liability and expense that may be incurred by him in connection
with or resulting from or arising out of any claim, action, suit or
proceeding, provided that such person is wholly successful with respect
thereto or acted in good faith in what he reasonably believed to be in or not
opposed to the best interests of this Corporation or such other corporation,
as the case may be, and, in addition, in any criminal action or proceeding in
which he had no reasonable cause to believe that his conduct was unlawful. As
used herein, "claim, action, suit or proceeding" shall include any claim,
action, suit or proceeding (whether brought by or in the right of this
Corporation or such other corporation or otherwise), civil, criminal,
administrative or investigative, whether actual or threatened or in connection
with an appeal relating thereto, in which a director, officer or employee of
this Corporation may become involved, as a party or otherwise,

     (i)  by reason of his being or having been a director, officer or
          employee of this Corporation or such other corporation or arising
          out of his status as such or

     (ii) by reason of any past or future action taken or not taken by him in
          any such capacity, whether or not he continues to be such at the
          time such liability or expense is incurred.

The terms "liability" and "expense" shall include, but shall not be limited
to, attorneys' fees and disbursements, amounts of judgments, fines or
penalties, and amounts paid in settlement by or on behalf of a director,
officer or employee, but shall not in any event include any liability or
expenses on account of profits realized by him in the purchase or sale of
securities of the Corporation in violation of the law. The termination of any
claim, action, suit or proceeding, by judgment, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or of nolo

                                     -13-

<PAGE>



contendere, or its equivalent, shall not create a presumption that a director,
officer or employee did not meet the standards of conduct as forth in this
paragraph.

     Any such director, officer or employee who has been wholly successful
with respect to any such claim, action, suit or proceeding shall be entitled
to indemnification as a matter of right. Except as provided in the preceding
sentence, any indemnification hereunder shall be made only if (i) the Board of
Directors acting by a quorum consisting of Directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding shall find that the director, officer or employee has met the
standards of conduct set forth in the preceding paragraph; or (ii) independent
legal counsel shall deliver to the Corporation their written opinion that such
director, officer or employee has met such standards of conduct.

     If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though he is
not entitled as to other matters.

     The Corporation may advance expenses to or, where appropriate, may at its
expense undertake the defense of any such director, officer or employee upon
receipt of an undertaking, in form and substance satisfactory to the Board of
Directors, by or on behalf of such person to repay such expenses if it should
ultimately be determined that he is not entitled to indemnification hereunder.

     The provisions of this Section shall be applicable to claims, actions,
suits or proceedings made or commenced after the adoption hereof, whether
arising from acts or omissions to act during, before or after the adoption
hereof.

     The rights of indemnification provided hereunder shall be in addition to
any rights to which any person concerned may otherwise be entitled by contract
or as a matter of law and shall inure to the benefit of the heirs, executors
and administrators of any such person.

     The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation against any liability asserted
against him and incurred by him in any capacity or arising out of his status
as such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Section or otherwise.

     SECTION 10. DISTRIBUTIONS OUT OF CAPITAL SURPLUS. The Board of Directors
of the Corporation may from time to time distribute to its shareholders out of
the capital surplus of the Corporation a portion of its assets, in cash or

                                     -14-

<PAGE>


property, without the assets or vote of the shareholders, provided that with
respect to such a distribution the requirements of The Indiana General
Corporation Act other than shareholder approval are satisfied.

     SECTION 11. POWERS OF DIRECTORS. In addition to the powers and the
authority granted by these Articles or by statute expressly conferred, the
Board of Directors of the Corporation is hereby authorized to exercise all
powers and to do all acts and things as may be exercised or done under the
laws of the State of Indiana by a corporation organized and existing under the
provisions of The Indiana General Corporation Act and not specifically
prohibited or limited by these Articles.

     SECTION 12. SPECIAL CONSIDERATIONS. Prior to the approval of any merger,
consolidation, sale, exchange, transfer, mortgage, liquidation or dissolution
of all or substantially all of the assets of the corporation, the Board of
Directors shall make an evaluation of all relevant factors and issues arising
out of or in connection with any such transaction and shall report to the
shareholders the conclusions which the Board of Directors reaches from such
evaluation. Relevant factors and issues shall include, but are not limited to,
consideration of the impact which any such transaction would have on: (a) the
community in which the Corporation or its subsidiaries conducts business; (b)
the employees of the Corporation or any of its subsidiaries; and (c) the
suppliers and customers of the Corporation and its subsidiaries; and may also
include any and all other factors which the Board of Directors in its
discretion deems relevant.
























                                     -15-

<PAGE>

                                  Exhibit 4.3

                        LAKELAND FINANCIAL CORPORATION
                           1997 SHARE INCENTIVE PLAN


                                   Section 1
                                   ---------

                                    General
                                    -------

1.1  EFFECTIVE DATE AND PURPOSE. Lakeland Financial Corporation, an Indiana
     corporation ("Lakeland"), has established the LAKELAND FINANCIAL
     CORPORATION 1997 QUALIFIED SHARE INCENTIVE PLAN (the "Plan") effective as
     of December 9, 1997 (the "Effective Date"), subject to approval of the
     Plan at the 1998 Annual Meeting of Lakeland shareholders by the holders
     of a majority of the shares of Lakeland entitled to vote at that meeting.
     The purpose of the Plan is to promote the long-term financial performance
     of Lakeland by (a) attracting and retaining executive and other key
     employees and directors of Lakeland and its Subsidiaries, as they may
     exist from time to time (as defined in subsection 2.1) who possess
     outstanding abilities with incentive compensation opportunities which are
     competitive with those of other major corporations; (b) motivating such
     employees and directors to further the long-range goals of Lakeland; and
     (c) furthering the identity of interests of participating employees,
     directors, and Lakeland shareholders through opportunities for increased
     employee ownership of Lakeland common shares.

1.2  PLAN ADMINISTRATION. The Plan shall be administered by the Committee (as
     described below). In addition to those rights, duties and powers vested
     in the Committee by other provisions of the Plan, the Committee shall
     have sole authority to:

     (a)  interpret the provisions of the Plan;

     (b)  adopt, amend and rescind rules and regulations for the
          administration of the Plan;

     (c)  impose such limitations, restrictions and conditions upon grants and
          awards under the Plan as it shall deem appropriate; and

     (d)  make all other determinations deemed by it to be necessary or
          advisable for the administration of the Plan;

     provided that the Committee shall exercise its authority in accordance
     with the provisions of the Plan. The Committee may not exercise its
     authority at any time that it has fewer than two members. The Committee
     shall exercise its authority only by a majority vote of its members at a
     meeting or by a written consent without a meeting. Actions and
     interpretations of the Plan by the Committee shall be binding on
     participating employees and on Lakeland.


                                     -16-

<PAGE>



          At any date, the members of the Committee shall be those members of
     the Board of Directors of Lakeland who are Disinterested Persons, that is
     a director who is not, during the one (1) year preceding service on the
     Committee, or during such service, granted or awarded equity securities
     pursuant to the Plan or any other plan of Lakeland or a Subsidiary or
     other affiliate, except that:

               (x) participation in a Lakeland employee benefit plan that
          complies with Regulation Section 240.16b-3 shall not disqualify a
          director from being a Disinterested Person;

               (y) an election to receive a director's fee in either cash or
          securities, or partly in cash or partly in securities, shall not
          disqualify a director from being a Disinterested Person; and

               (z) participation in a plan shall not disqualify a director
          from being a Disinterested Person for purposes of administering
          another plan that does not permit participation by directors.

     From time to time the Board may increase the size of the Committee and
     appoint additional members thereof, remove members, and appoint new
     members in substitution, but in all events such new members shall be
     Disinterested Persons. Lakeland shall indemnify the members of the
     Committee for actions taken or not taken in their capacities as
     administrators of the Plan.

1.3  SHARES AVAILABLE. The sum of the number of common shares of Lakeland for
     which Incentive Share Options ("ISO" or "ISOs") and Non-Qualified Share
     Options ("NQSO" or "NQSOs") (both as defined in Section 3.1) may be
     granted may not exceed 300,000, subject to the adjustments described
     below. If all or a portion of an ISO or NQSO expires or is terminated
     without having been exercised in full, then the number of shares which
     are forfeited or not purchased shall again be available for purposes of
     making grants under this Plan. The common shares of Lakeland delivered
     pursuant to the Plan shall be authorized but unissued shares or
     reacquired shares held by Lakeland as treasury shares (including shares
     purchased in the open market). In the event of a merger, consolidation,
     reorganization, recapitalization, share dividend, share split or other
     similar change in the corporate structure or capitalization of Lakeland
     which affects the Lakeland common shares, appropriate adjustment, as
     determined by the Board of Directors of Lakeland (or its successor),
     shall be made with respect to the number and kinds of shares (or other
     securities) which may thereafter be awarded or be subject to options
     under the Plan. Agreements evidencing grants and awards under the Plan
     shall be subject to and shall provide for appropriate adjustments, as
     determined by the Board of Directors of Lakeland (or its successor) in
     the event of such changes in the corporate structure or capitalization of
     Lakeland occurring after the date of grant or award.



                                     -17-

<PAGE>



1.4  TERM, AMENDMENT AND TERMINATION OF PLAN. Grants and awards may not be
     made under the Plan after the earlier of December 8, 2007, or the
     termination date of the Plan. The Committee may amend or terminate the
     Plan at any time except that, without the approval of the holders of a
     majority of Lakeland shares entitled to vote at a duly held meeting of
     such shareholders, the Committee may not:

     (a)  increase the number of common shares which may be issued under the
          Plan, except as provided in subsection 1.3;

     (b)  reduce the minimum option price under any share option, except as
          provided in subsection 1.3;

     (c)  increase the maximum period during which ISOs and NQSOs may be
          exercised;

     (d)  extend the term of the Plan; or

     (e)  amend the standards for participation described in Section 2.

          In addition, the Committee may amend or modify any outstanding
     option in any manner to the extent that the Committee would have had the
     authority to initially grant such option as so modified or amended,
     including without limitation, to change the date or dates as of which an
     option becomes exercisable.

          Amendment or termination of the Plan shall not affect the validity
     of terms of any grant or award previously made to a Participant in any
     way which is adverse to the Participant without the consent of the
     Participant.

1.5  COMPLIANCE WITH APPLICABLE LAW. The Committee may postpone any exercise
     of an ISO or NQSO for such time as the Committee in its discretion may
     deem necessary in order to permit Lakeland (a) to effect or maintain
     registration of the Plan or common shares issuable pursuant to the Plan
     under the Securities Act of 1933, as amended, or the securities laws of
     any applicable jurisdiction; (b) to take any action necessary to comply
     with restrictions or regulations incident to the maintenance of a public
     market for Lakeland common shares; or (c) to determine that no action
     referred to in (a) or (b) above needs to be taken. Lakeland shall not be
     obligated to issue shares upon exercise of an ISO or an NQSO in violation
     of any law or regulation. Any such postponement shall not without action
     of the Committee extend the term of an ISO or NQSO. Neither Lakeland, nor
     its directors or officers, shall have any obligation or liability to any
     Participant (or successor in interest) because of the loss of rights
     under any grant or award under the Plan due to postponements pursuant to
     this subsection.

1.6  WITHHOLDING TAXES. Lakeland and its Subsidiaries shall have the right to
     require payment, in cash or in equivalent value in Lakeland common
     shares, from any person entitled to receive Lakeland common shares
     pursuant to the Plan of the amount of any tax required by law to be
     withheld with respect to that share.


                                     -18-

<PAGE>


                                   Section 2
                                   ---------

                              Plan Participation
                              ------------------

2.1  PARTICIPATION DESIGNATIONS. The Committee may, at any time, designate any
     person to be a Participant who is either (i) employed by Lakeland or a
     Subsidiary, or (ii) a member of the Board of Directors of Lakeland. For
     purposes of the Plan, the term "Subsidiary" means any corporation of
     which, at any date, Lakeland owns directly, or indirectly through an
     unbroken chain of subsidiary corporations, shares possessing 50 percent
     or more of the total combined voting power of all classes of shares of
     that corporation.

2.2  PARTICIPATION IS NOT A CONTRACT OF EMPLOYMENT. The Plan does not
     constitute a contract of employment. Participating in the Plan does not
     give any employee the right to be retained in the employ of Lakeland or a
     Subsidiary and does not limit in any way the right of Lakeland or a
     Subsidiary to change the duties or responsibilities of any employee.


                                   Section 3
                                   ---------

                                 Share Options
                                 -------------

3.1  GRANTEES. The Committee may, at any time, designate a Participant to
     receive an ISO or NQSO whether or not the Participant has previously
     received a grant under the Plan. For purposes of the Plan, the terms
     "ISO" or "Incentive Share Option" mean an option to purchase Lakeland
     common shares which meet the requirements of Section 422 of the Internal
     Revenue Code of 1986, as amended (the "Code") and the terms "NQSO" or
     "Non- Qualified Share Option" means an option to purchase Lakeland common
     shares which is not an Incentive Share Option. Each ISO and NQSO granted
     under the Plan shall be evidenced by a written agreement between the
     Participant and Lakeland in a form approved by the Committee. The
     provisions of each agreement shall be determined by the Committee in
     accordance with the provisions of the Plan. A Participant shall not have
     any rights of a shareholder of Lakeland common shares with respect to
     shares subject to an ISO or NQSO until such shares are purchased upon
     exercise of the option.

3.2  NUMBER OF SHARES OPTIONED AND OPTION PRICE. The Committee shall, subject
     to the limitations of subsection 1.3 and this Section 3, determine the
     number of Lakeland common shares which may be purchased and the option
     price of each share on exercise of each ISO and NQSO granted under the
     Plan. Non-employee members of the Board of Directors of Lakeland shall be
     eligible only to receive NQSOs. The amount of the aggregate Fair Market
     Value of shares with respect to ISOs that are exercisable for the first
     time by any Participant during any calendar year shall not exceed
     $100,000; to the extent they do, they shall be treated as NQSOs. The
     foregoing limitation shall be applied by taking options into account in
     the order in which they were granted. In the event and to the extent
     limits on the maximum number of shares for which ISOs may be granted under 


                                     -19-

<PAGE>



     Code Section 422(b) shall be increased, the maximum number of shares or
     amount for which ISOs may be granted under this Plan and other plans
     shall be similarly increased. The option price of each share under an ISO
     or NQSO shall not be less than 100 percent of the Fair Market Value of a
     common share of Lakeland on the date the option is granted. For purposes
     of the Plan, the term "Fair Market Value" means the closing price of a
     Lakeland common share, as reported by the National Association of
     Securities Dealers Automated Quotations system on the day preceding the
     date of grant, or, in the event the share was not traded on such date, on
     the first date that the share was so traded which next precedes the date
     as of which the determination is being made. Provided, however, if a
     Participant, at the time an option is granted, owns shares possessing
     more than ten percent (10%) of the total combined voting power of all
     classes of shares of Lakeland, or any subsidiary corporations, as the
     case may be, then the option price of an ISO shall be not less than one
     hundred ten percent (110%) of the Fair Market Value of a Lakeland common
     share on the date the option is granted. For purposes of applying this
     rule, the rules of Code Section 424(d) relating to attribution of share
     ownership shall apply in determining share ownership of the Participant,
     and shares that the Participant may purchase under other outstanding
     options shall not be treated as shares owned by the Participant.

3.3  EXERCISE OF ISOS AND PAYMENTS. Each ISO and NQSO shall become exercisable
     in full at such time, or in such portions at such times, as the Committee
     determines, subject to the following provisions of this subsection 3.3.
     Each grant shall vest and may be exercised in the time period set forth
     in the terms of the grant, except as provided in Section 3.4. During any
     period that an ISO or NQSO is exercisable, it may be exercised by
     delivering a written notice to Lakeland at its principal office by
     registered or certified mail stating the number of shares with respect to
     which the ISO is being exercised and specifying a date not less than five
     nor more than 15 days after the receipt of such notice on which the
     shares will be taken up and payment made therefore. Payment may be made
     in (a) cash, or (b) in the event the Committee shall so authorize such an
     exchange, in Lakeland common shares with an aggregate Fair Market Value
     as of the close of trading on the trading day immediately preceding the
     date of exercise equal to the purchase price, or in any combination of
     cash and, if authorized by the Committee, such shares, or (c) in options
     to purchase Lakeland common shares with an aggregate Fair Market Value as
     of the close of trading on the trading day immediately preceding the date
     of exercise equal to the purchase price. Once an ISO or NQSO is
     exercised, those shares acquired pursuant to that ISO must be held for a
     period of at least one (1) year before there may be a disposition.

3.4  TERMINATION OF ISOs. Each ISO and NQSO shall terminate and not be
     exercisable after the date determined by the Committee, on the earlier of
     (a) the tenth (10th) anniversary of the date that the option was granted;
     (b) the date upon which the Participant's employment with Lakeland and
     all Subsidiaries terminates for reasons other than described in (c) or
     (d) next following; (c) the first anniversary of the date the
     Participant's employment with Lakeland and all Subsidiaries terminates on
     account of death or Disability (as defined in Section 22(e)(3) of the
     Code); or (d) the first anniversary of the Participant's retirement, or
     such later date as may be approved by the Committee, from employment by


                                     -20-

<PAGE>



     Lakeland or a Subsidiary. Provided, in the event the Participant owns
     greater than ten percent (10%) of the common shares of Lakeland at the
     time an option is granted, the termination date described in (a), above,
     shall be modified in respect of such option granted at or after such time
     to read the fifth (5th) anniversary of the date that the option was
     granted.

3.5  TRANSFERABILITY. No ISO or NQSO granted to a Participant may be
     transferred by the Participant except by will or the laws of descent and
     distribution, and, except as respects exercise within the period
     described at Section 3.4(d), above, may be exercisable during the
     Participant's lifetime only by the Participant.

3.6  CHANGE IN CONTROL. Notwithstanding anything to the contrary contained
     herein, any option granted pursuant to the Plan that has been held by a
     Participant for a period of at least two (2) years or by a transferee for
     a period of at least one (1) year shall, in the case of a change in
     control ("Change in Control"), as hereinafter defined, become fully
     exercisable as to all shares, irrespective of any restrictions on vesting
     or staged exercisability of such options, from and after the date of such
     Change in Control and shall, subject to the expiration provisions of
     Section 3.4(a), above, remain exercisable for a period of three (3)
     months following the employee's termination of employment with Lakeland
     or any Subsidiary, if said termination occurs within one (1) year after
     the date of the Change in Control.

     The term "Change in Control" shall mean a Change in Control of a nature
     such that (1) it would be required to be reported by a person or entity
     subject to the reporting requirements of Section 14(a) of the Securities
     Exchange Act of 1934 in response to Schedule 14A of Regulation 14A, or
     successor provisions thereto, as in effect on the date hereof, (2) a
     "person" or "group" (as those terms are used in Sections 13(d) and 14(d)
     of the Securities Exchange Act of 1934), is or becomes the "beneficial
     owner" (as defined in Rule 13d-3 issued under the Securities Exchange
     Act), directly or indirectly, of securities of Lakeland, representing in
     excess of thirty percent (30%) of the voting securities of Lakeland then
     outstanding, followed by the election by said person or group of one or
     more representatives to the Board of Directors of Lakeland; (3) a person
     or group, as hereinabove defined, is or becomes the beneficial owner,
     directly or indirectly, of securities of Lakeland, representing in excess
     of fifty percent (50%) of the voting securities of Lakeland then
     outstanding, whether or not followed by the election by said person or
     group of one or more representatives to the Board of Directors of
     Lakeland; or (4) any other event, including but not limited to those set
     forth in paragraphs (1) through (3) above, which shall have the effect of
     placing control of the business and affairs of Lakeland in a person or
     group as hereinabove defined, other than or different from the present
     shareholders of Lakeland.

                                     -21-
<PAGE>


                                 LAKELAND FINANCIAL CORPORATION

                                 By: R. Douglas Grant
                                     R. Douglas Grant,
                                     President








Approved by Board of Directors:  December 9, 1997
Approved by Shareholders:  April 14, 1998


                                     -22-

<PAGE>



                                   EXHIBIT 5




April 15, 1998



Lakeland Financial Corporation
P.O. Box 1367
Warsaw, IN  46581-1367

                    RE: Registration Statement on Form S-8
                        ----------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Lakeland Financial Corporation, an Indiana
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933 (the "Act"), registering the offer and sale
of up to 300,000 of the Company's common shares, no par value (the "Shares"),
pursuant to the Company's 1997 Share Incentive Plan (the "Plan").

     In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below.

     Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Registration Statement shall have become
effective and the Shares have been issued in accordance with the Plan, the
Shares will be validly issued, fully paid and nonassessable.

     Our opinion expressed above is limited to the federal law of the United
States and the law of the State of Indiana.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section
7 of the Act or the Rules and Regulations of the Commission thereunder.

                                       Very truly yours,

                                       BAKER & DANIELS


                                     -23-

<PAGE>


                                 Exhibit 23.1


                        CONSENT OF INDEPENDENT AUDITORS
                        -------------------------------

     We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report on the consolidated financial statements
of Lakeland Financial Corporation included in the Annual Report on Form 10-K
of Lakeland Financial Corporation for the year ended December 31, 1997.


                                       Crowe, Chizek and Company LLP

South Bend, Indiana
April 15, 1998



































                                     -24-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 63966}]
{"company-data": {"conformed-name": "LAKELAND FINANCIAL CORP", "cik": "0000721994", "assigned-sic": "6022", "irs-number": "351559596", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50135", "film-number": "98594247"}, "business-address": {"street1": "202 E CENTER ST", "street2": "P O BOX 1387", "city": "WARSAW", "state": "IN", "zip": "46581-1387", "phone": "2192676144"}, "mail-address": {"street1": "202 E CENTER ST", "street2": "PO BOX 1387", "city": "WARSAW", "state": "IN", "zip": "46581"}}
As filed with the Securities and
Exchange Commission on April 15, 1998          Registration No. ____ -____
-------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                          ---------------------------

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

       Indiana                                              35-1559596
(State or other jurisdiction                             (I.R.S. Employer
 of incorporation or organization)                      Identification No.)

202 East Center Street,                                     (Zip Code)
P.O. Box 1387, Warsaw, Indiana                                46580
(Address of Principal Executive Offices)                                   

                      LAKELAND FINANCIAL CORPORATION 1997
                             SHARE INCENTIVE PLAN
                           (Full title of the plan)

                               R. Douglas Grant
                     202 East Center Street, P.O. Box 1387
                             Warsaw, Indiana 46580
                    (Name and address of agent for service)

                                (219) 267-6144
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                               Kennard R. Weaver
                                Baker & Daniels
                      301-B South Main Street, Suite 307
                            Elkhart, Indiana 46516
                                (219) 296-6000
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
   Title of Securities       Amount to be          Proposed maximum                Proposed maximum                 Amount of
      to registered         registered(1)      offering price per share(2)     aggregate offering price(2)      registration fee
---------------------------------------------------------------------------------------------------------------------------------
Common Stock,
without par value.....         300,000                $ 48.75 (3 )                  $ 14,625,000 (3)             $ 4,314.38 (3)
=================================================================================================================================

(1)  Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), this Registration Statement also
     registers such additional shares of Common Stock as may be offered or issued to prevent dilution resulting from
     stock splits, stock dividends and similar transactions.

(2)  It is impracticable to state the maximum offering price. Shares offered pursuant to incentive share options granted under
     the Lakeland Financial Corporation 1997 Share Incentive Plan are to be offered at not less than the fair market value of
     one share of Common Stock of Lakeland Financial Corporation (the "Company") on the date the option is granted.

(3)  Estimated solely for purposes of calculating the registration fee and computed in accordance with Rule 457(c) under the
     Securities Act using the average of the high and low sale prices of the Common Stock as reported by the NASDAQ National
     Market System on April 13, 1998 which was $ 48.75 per share.
PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The Section 10(a) prospectus for the Lakeland Financial Corporation 1997
Share Incentive Plan is not required to be filed with the Securities and
Exchange Commission as part of this Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed below are hereby incorporated by Reference in this
Registration Statement:

          (a) The Company's Annual Report on Form 10-K for the year ended
          December 31, 1997; and

          (b) The description of the Company's Common Shares contained in the
          Company's Registration Statement on Form S-14 filed pursuant to the
          Securities Act of 1933 (the "Securities Act"), including any
          amendments or reports filed for the purpose of updating such
          description.

     All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
fiscal year for which audited financial statements are contained in the annual
report described above are incorporated herein by reference. All documents
filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date hereof and prior to the termination of the
offering of the securities offered hereby shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents with the Commission.

     The Company will promptly provide without charge to each person to whom a
prospectus is delivered a copy of any or all information that has been
incorporated herein by reference (not including exhibits to the information
that is incorporated by reference unless such exhibits are specifically
incorporated by reference into such information), upon the written or oral
request of such person directed to the Secretary of the Company at its
principal offices, 202 East Center Street, P.O. Box 1387, Warsaw, Indiana,
46580, (219) 267-6144.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

                                     -1-
ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Reference is made to Section 9 of the Company's Restated Articles of
Incorporation filed as Exhibit 4.1 hereto which requires the Company, to the
extent not inconsistent with applicable law, including the Indiana Business
Corporation Law (Ind. Code 23-1-37-1 et seq.), as amended from time to time,
to indemnify every person who is or was a director, officer or employee of the
Company or of any other corporation for which he is or was serving in any
capacity at the request of the Company against any and all liability and
expenses, including, without limitation, attorneys' fees and disbursements,
amounts of judgments, fines or penalties, and amounts paid in settlement, but
shall not in any event include any liability or expenses on account of profits
realized by him in the purchase or sale of securities of the Company in
violation of law, that may be incurred by him in connection with or resulting
from or arising out of any claim, action, suit or proceedings (whether actual
or threatened, civil or criminal), provided that such person is wholly
successful with respect thereto or acted in good faith in what he reasonably
believed to be in or not opposed to the best interests of the Company or such
other corporation, as the case may be, and, in addition, in any criminal
action or proceeding in which he had no probable cause to believe that his
conduct was unlawful.

     Any such director, officer, or employee who has been wholly successful
with respect to any such claim, action, suit or proceeding shall be entitled
to indemnification as a matter of right. Otherwise, indemnification shall be
made only if (i) determined by a quorum of the uninterested members of the
Board of Directors, or (ii) independent legal counsel opines in writing that
such person has met the applicable standards.

     Indemnification pursuant to the Company's Restated Articles of
Incorporation is in addition to any rights to which any subject person may
otherwise be entitled.

     In addition, Section 9 of the Restated Articles of Incorporation permits
the Company to purchase and maintain liability insurance for persons who are
directors, officers, employees, or agents of the Company, or who are serving
as directors, officers, employees, or agents of another corporation at the
request of the Company.

     Reference is also made to Article VII of the Company's Restated Bylaws
filed as Exhibit 4.2 hereto which contains provisions identical to Section 9
of the Restated Articles of Incorporation of the Company.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated herein by reference to the Index to
Exhibits.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made,
          a post-effective amendment to this registration statement:

                                      -2-
(i)   To include any prospectus required by section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of the registration statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the registration statement;

          (iii) To include any material information with respect to the plan
                of distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;

          Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
          if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to section 13 or section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated by reference
          in the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at the time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                      -3-
SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Warsaw, State of Indiana, on April 14 , 1998.

                                 LAKELAND FINANCIAL CORPORATION

                                 By:R. Douglas Grant
                                    R. Douglas Grant
                                    President

                               POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities and on the respective dates indicated opposite their names. Each
person whose signature appears below hereby authorizes each of R. Douglas
Grant and Terry M. White, each with full power of substitution, to execute in
the name and on behalf of such person any post-effective amendment to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the registrant deems appropriate, and appoints each of R. Douglas
Grant and Terry M. White, each with full power of substitution,
attorney-in-fact to sign any amendment and any post-effective amendment to
this Registration Statement and to file the same, with exhibits thereto, and
other documents in connection therewith.

Signatures               Capacity                               Date
----------               --------                               ----

  R. Douglas Grant       President, Principal Executive         April 14, 1998
  R. Douglas Grant       Officer, and Director

  Terry M. White         Principal Financial and Accounting     April 14, 1998
  Terry M. White         Officer and Secretary

  James J. Nowak         Assistant Secretary                    April 14, 1998
  James J. Nowak

  Anna K. Duffin         Director                               April 14, 1998
  Anna K. Duffin

  Eddie Creighton        Director                               April 14, 1998
  Eddie Creighton

  L. Craig Fulmer        Director                               April 14, 1998
  L. Craig Fuller

  Jerry L. Helvey        Director                               April 14, 1998
  Jerry L. Helvey

                                      -4-
Signatures               Capacity                               Date
----------               --------                               ----

  Allan J. Ludwig        Director                               April 14, 1998
  Allan J. Ludwig

  Richard L. Pletcher    Director                               April 14, 1998
  Richard L. Pletcher

  Joseph P. Prout        Director                               April 14, 1998
  Joseph P. Prout

  Terry L. Tucker        Director                               April 14, 1998
  Terry L. Tucker

  G. L. White            Director                               April 14, 1998 
  G. L. White

                                      -5-
INDEX TO EXHIBITS

     Exhibit
       No.                       Description of Exhibit
     -------                     ----------------------

       4.1         Restated Articles of Incorporation of the Registrant.

       4.2         Restated By-Laws of the Registrant, as amended to date.
                   (The copy of this Exhibit filed as Exhibit 3(ii) to the
                   Company's Quarterly Report on Form 10-Q for the quarter
                   ended June 30, 1996).

       4.3         Lakeland Financial Corporation 1997 Share Incentive Plan.

        5          Opinion of Baker & Daniels regarding legality of the 
                   securities being registered.

       23.1        Consent of Crowe Chizek and Company, LLP

       23.2        Consent of Baker & Daniels (included in the Baker & Daniels
                   Opinion filed as Exhibit 5).

        24         Powers of Attorney (included on the Signature Page of the
                   Registration Statement).

                                     -6-
Exhibit 4.1

                             AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                        LAKELAND FINANCIAL CORPORATION
                        ------------------------------

                                   ARTICLE I
                                   ---------

                                     Name
                                     ---- 

        The name of the Corporation is Lakeland Financial Corporation.

                                  ARTICLE II
                                  ----------

                                   Purposes
                                   --------

     The purposes for which the Corporation is formed are:

     SECTION 1. To acquire control of the Lake City Bank, of Warsaw, Indiana
and to operate as a bank holding company.

     SECTION 2. GENERAL POWERS. To possess, exercise, and enjoy all rights,
powers and privileges conferred upon bank holding companies by the Bank
Holding Company Act of 1956 as amended and as hereafter amended or
supplemented, and all other rights and powers authorized by the laws of the
State of Indiana, and the laws of the United States of America applicable to
bank holding companies and the regulations of the Board of Governors of the
Federal Reserve System.

     SECTION 3. TO DEAL IN REAL PROPERTY. Subject to the limitations of
Section 2 above, to acquire by purchase, exchange, lease or otherwise, and to
hold, own, use, construct, improve, equip, manage, occupy, mortgage, sell,
lease, convey, exchange or otherwise dispose of, alone or in conjunction with
others, real estate and leaseholds of every kind, character and description
whatsoever and wheresoever situated, and any other interests therein,
including, but without limiting the generality thereof, buildings, factories,
warehouses, offices and structures of all kinds.

     SECTION 4. CAPACITY TO ACT. Subject to the limitations of Section 2
above, to have the capacity to act possessed by natural persons and to perform
such acts as are necessary and advisable to accomplish the purposes,
activities and business of the Corporation.

                                      -7-
SECTION 5. TO ACT AS AGENT. Subject to the limitations of Section 2
above, to act as agent or representative for any firm, association,
corporation, partnership, government or person, public or private, with
respect to any activity or business of the Corporation.

     SECTION 6. TO MAKE CONTRACTS AND GUARANTEES. Subject to the limitations
of Section 2 above, to make, execute and perform, or cancel and rescind,
contracts of every kind and description, including guarantees and contracts of
suretyship, with any firm, association, corporation, partnership, government
or person, public or private.

     SECTION 7. TO BORROW FUNDS. Subject to the limitations of Section 2
above, to borrow moneys for any activity or business of the Corporation and,
from time to time, without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants,
bonds, debentures, notes, trust receipts, and other negotiable or
non-negotiable instruments and evidences of indebtedness, and to secure the
payment thereof, and the interest thereon, by mortgage, pledge, conveyance, or
assignment in trust of all or any part of the assets of the Corporation, real,
personal or mixed, including contract rights, whether at the time owned or
thereafter acquired, and to sell, exchange, or otherwise dispose of such
securities or other obligations of the Corporation.

     SECTION 8. TO DEAL IN ITS OWN SECURITIES. Subject to the limitations of
Section 2 above, to purchase, take, receive or otherwise acquire, and to hold,
own, pledge, transfer or otherwise dispose of shares of its own capital stock
and other securities. Purchases of the Corporation's own shares, whether
direct or indirect, may be made without shareholder approval only to the
extent of unreserved and unrestricted earned surplus available therefor.

                                  ARTICLE III
                                  -----------

                              Period of Existence
                              -------------------

     The period during which the Corporation shall continue is perpetual.

                                  ARTICLE IV
                                  ----------

                      Resident Agent and Principal Office
                      -----------------------------------

     SECTION 1. RESIDENT AGENT. The name and address of the Corporation's
Resident Agent for service of process is R. Douglas Grant, 202 East Center
Street, P.O. Box 1387, Warsaw, Indiana 46580.

                                      -8-
SECTION 2. PRINCIPAL OFFICE. The post office address of the principal
office of the Corporation is 202 East Center Street, P.O. Box 1387, Warsaw,
Indiana 46580.

                                   ARTICLE V
                                   ---------

                               Authorized Shares
                               -----------------

     SECTION 1. NUMBER OF SHARES. The total number of shares which the
Corporation is to have authority to issue is 90,000,000, all of which are
without par value.

     SECTION 2. GENERAL TERMS. All of the authorized shares shall be
designated as "Common Stock", and each share of Common Stock shall be equal to
every other share of Common Stock and shall participate equally in all
earnings and profits of the Corporation and on distribution of assets, either
on dissolution, liquidation or otherwise.

     SECTION 3. VOTING RIGHTS. Each holder of the Common Stock shall have the
right to vote on all matters presented to shareholders and shall be entitled
on all matters including elections of directors to one vote for each share of
Common Stock registered in his name on the books of the Corporation.

                                  ARTICLE VI
                                  ----------

                     Requirements Prior To Doing Business
                     ------------------------------------

     The stated capital of the Corporation as of the date of filing of these
Restated Articles of Incorporation is at least One Thousand Dollars
($1,000.00).

                                  ARTICLE VII
                                  -----------

                                  Director(s)
                                  -----------

     SECTION 1. NUMBER OF DIRECTORS. The Board of Directors shall be composed
of such number of directors ranging from nine (9) to eighteen (18), inclusive,
as shall be established from time to time by the By-laws of the Corporation.
In the absence of the establishment of such a number, the number of directors
shall be ten (10).

     SECTION 2. QUALIFICATIONS OF DIRECTORS.

     (a)  Directors need not be shareholders of the Corporation.

     (b)  No director shall be a director, officer, employee, or the holder of
          5% or more of the outstanding shares of any class of voting
          securities or securities convertible into voting securities of any

                                      -9-
financial institution, including but not limited to banks, trust
          companies, savings and loan associations, whether stock or mutual,
          credit unions, bank holding companies, savings and loan holding
          companies, or any other entity controlling, controlled by or in
          common control with a financial institution, other than (a) the
          Corporation, (b) any subsidiary of or other entity controlled by the
          Corporation, or (c) serving in any capacity at the request of the
          Corporation.

     (c)  Those directors holding office as of the date of these amended
          Articles, who would otherwise be precluded from serving as directors
          of this Corporation because of the restrictions imposed by this
          Section 3 of the Article VII, shall be permitted to continue to
          serve as directors of the Corporation for such continuous period of
          time as they are elected or reelected by the shareholders.

     SECTION 3. TERMS OF DIRECTORS.

     (a) The terms of the Directors shall be staggered as set forth herein.
For purposes of this section, the Board of Directors shall be divided into
three classes consisting, to the extent possible, of equal numbers. The
classes shall be designated Class A, Class B and Class C, respectively. To the
extent that the number of directors is not divisible by three (3), the first
additional director shall be placed in Class A and the second additional
director, if there is one, shall be placed in Class B.

     (b) At the annual meeting of shareholders to be held in 1984, the
shareholders shall vote for the total number of directors as shall be set by
the Board of Directors pursuant to Section 1 of this Article VII. Class A
shall be elected for a term of three (3) years. Class B shall be elected for
an initial term of two (2) years and for terms thereafter of three (3) years.
Class C shall be elected for an initial term of one (1) year and for terms
thereafter of three (3) years. Each person elected shall serve for the term of
the class to which he has been designated and until his successor is duly
elected and qualified or until his earlier death, resignation,
disqualification, or removal from office.

     (c) At the annual meeting of shareholders to be held in 1985, the
shareholders shall vote for the number of directors comprising Class B to hold
office for a term of three (3) years. At the annual meeting of shareholders to
be held in 1986, the shareholders shall vote for the number of directors
comprising Class C to hold office for a term of three years. At subsequent
annual meetings, the shareholders shall vote for the number of directors
comprising the class whose term is expiring, which class shall be elected for
a term of three (3) years.

     SECTION 4. REMOVAL OF DIRECTORS. Except as provided below, a director may
not be removed or suspended from the Board of Directors except with cause as
determined by procedures established from time to time by the By-laws of the
Corporation. Any or all members of the Board of Directors may be removed, with
or without cause, at a meeting of the shareholders called expressly for that

                                     -10-
purpose, by a vote of the holders of not less than two-thirds of the
outstanding shares of common stock of the Corporation entitled to vote at that
meeting. Any director shall immediately cease being a director when he no
longer satisfies the standards for qualification established by Section 3 of
this Article VII.

                                 ARTICLE VIII
                                 ------------

                                   Officers
                                   --------

     The name and post office address of the President and Secretary of the
Corporation at the date of adoption of these Amended and Restated Articles of
Incorporation are, respectively:
                                   
                                  NUMBER AND 
         NAME                 STREET OR BUILDING    CITY     STATE    ZIP
         ----                 ------------------    ----     -----    ---
                              
R. Douglas Grant, President     P.O. Box 1387      Warsaw      IN   46581-1387
Terry M. White, Secretary       P.O. Box 1387      Warsaw      IN   46580-1387

                                  ARTICLE IX
                                  ----------

                     Provisions for Regulation of Business
                     and Conduct of Affairs of Corporation
                     -------------------------------------

     SECTION 1. MEETINGS OF SHAREHOLDERS. Meetings of shareholders of the
Corporation shall be held at such place, within or without the State of
Indiana, as may be specified in the notices or waivers of notice of such
meetings.

     SECTION 2. MEETINGS OF DIRECTORS. Meetings of Directors of the
Corporation shall be held at such place, within or without the State of
Indiana, as may be specified in the notices or waivers of notice of such
meetings.

     SECTION 3. CONSIDERATION FOR SHARES. Shares of stock of the Corporation
shall be issued or sold in such manner and for such amount of consideration as
may be fixed from time to time by the Board of Directors.

     SECTION 4. BY-LAWS OF THE CORPORATION. The Board of Directors by a
majority vote of the actual number of directors elected and qualified from
time to time shall have the power, without the assent or vote of the 

                                     -11-
shareholders, to make, alter, amend or repeal the By-Laws of the Corporation.

     SECTION 5. COMMITTEES. If the By-Laws so provide, the Board of Directors
may, by resolution adopted by a majority of the actual number of directors
elected and qualified from time to time, designate from among its members an
executive committee and one or more other committees, each of which to the
extent provided in such resolution, the Articles of Incorporation or the
By-Laws, may exercise all of the authority and powers of the Board of
Directors of the Corporation, and shall have the power to authorize the
execution of all documents and the affixing of the Seal of the Corporation to
all papers which may require it; but no such committee shall have the
authority of the Board of Directors in reference to amending the Articles of
Incorporation, adopting an agreement or plan of merger or consolidation,
proposing a special corporate transaction, recommending to the shareholders a
voluntary dissolution of the Corporation or a revocation thereof, electing or
removing officers, or amending the By-Laws of the Corporation. The designation
of any such committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law. No member of any such committee shall continue
to be a member thereof after he ceases to be a Director of the Corporation.

     SECTION 6. CONSENT ACTION BY SHAREHOLDERS. Any action required by statute
to be taken at a meeting of the shareholders, or any action which may be taken
at a meeting of the shareholders, may be taken without a meeting if, prior to
such action, a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof, and such written consent is filed with the minutes of the
proceedings of the shareholders.

     SECTION 7. CONSENT ACTION BY DIRECTORS. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting, if prior to such action a written consent to
such action is signed by all members of the Board of Directors or such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or committee.

     SECTION 8. INTEREST OF DIRECTORS IN CONTRACTS. Any contract or other
transaction between the Corporation and any corporation in which this
Corporation owns a majority of the capital stock shall be valid and binding,
notwithstanding that the directors or officers of this Corporation are
identical or that some or all of the directors of officers, or both, are also
directors or officers of such other corporation.

     Any contract or other transaction between the Corporation and one or more
of its directors or members or employees, or between the Corporation and any
firm of which one or more of its directors are members or employees or in
which they are interested, or between the Corporation and any corporation or

                                     -12-
association of which one or more of its directors are stockholders, members,
directors, officers, or employees or in which they are interested, shall be
valid for all purposes notwithstanding the presence of such director or
directors at the meeting of the Board of Directors of the Corporation which
acts upon, or in reference to, such contract or transaction and
notwithstanding his or their participation in such action, if the fact of such
interest shall be disclosed or known to the Board of Directors and the Board
of Directors shall authorize, approve and ratify such contract or transaction
by a vote of a majority of the directors present, such interested director or
directors to be counted in determining whether a quorum is present, but not to
be counted in calculating the majority of such quorum necessary to carry such
vote. This Section shall not be construed to invalidate any contract or other
transaction which would otherwise be valid under the common statutory law
applicable thereto.

     SECTION 9. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. Every
person who is or was a director, officer or employee of this Corporation or of
any other corporation for which he is or was serving in any capacity at the
request of this Corporation shall be indemnified by this Corporation against
any and all liability and expense that may be incurred by him in connection
with or resulting from or arising out of any claim, action, suit or
proceeding, provided that such person is wholly successful with respect
thereto or acted in good faith in what he reasonably believed to be in or not
opposed to the best interests of this Corporation or such other corporation,
as the case may be, and, in addition, in any criminal action or proceeding in
which he had no reasonable cause to believe that his conduct was unlawful. As
used herein, "claim, action, suit or proceeding" shall include any claim,
action, suit or proceeding (whether brought by or in the right of this
Corporation or such other corporation or otherwise), civil, criminal,
administrative or investigative, whether actual or threatened or in connection
with an appeal relating thereto, in which a director, officer or employee of
this Corporation may become involved, as a party or otherwise,

     (i)  by reason of his being or having been a director, officer or
          employee of this Corporation or such other corporation or arising
          out of his status as such or

     (ii) by reason of any past or future action taken or not taken by him in
          any such capacity, whether or not he continues to be such at the
          time such liability or expense is incurred.

The terms "liability" and "expense" shall include, but shall not be limited
to, attorneys' fees and disbursements, amounts of judgments, fines or
penalties, and amounts paid in settlement by or on behalf of a director,
officer or employee, but shall not in any event include any liability or
expenses on account of profits realized by him in the purchase or sale of
securities of the Corporation in violation of the law. The termination of any
claim, action, suit or proceeding, by judgment, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or of nolo

                                     -13-
contendere, or its equivalent, shall not create a presumption that a director,
officer or employee did not meet the standards of conduct as forth in this
paragraph.

     Any such director, officer or employee who has been wholly successful
with respect to any such claim, action, suit or proceeding shall be entitled
to indemnification as a matter of right. Except as provided in the preceding
sentence, any indemnification hereunder shall be made only if (i) the Board of
Directors acting by a quorum consisting of Directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding shall find that the director, officer or employee has met the
standards of conduct set forth in the preceding paragraph; or (ii) independent
legal counsel shall deliver to the Corporation their written opinion that such
director, officer or employee has met such standards of conduct.

     If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though he is
not entitled as to other matters.

     The Corporation may advance expenses to or, where appropriate, may at its
expense undertake the defense of any such director, officer or employee upon
receipt of an undertaking, in form and substance satisfactory to the Board of
Directors, by or on behalf of such person to repay such expenses if it should
ultimately be determined that he is not entitled to indemnification hereunder.

     The provisions of this Section shall be applicable to claims, actions,
suits or proceedings made or commenced after the adoption hereof, whether
arising from acts or omissions to act during, before or after the adoption
hereof.

     The rights of indemnification provided hereunder shall be in addition to
any rights to which any person concerned may otherwise be entitled by contract
or as a matter of law and shall inure to the benefit of the heirs, executors
and administrators of any such person.

     The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation against any liability asserted
against him and incurred by him in any capacity or arising out of his status
as such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Section or otherwise.

     SECTION 10. DISTRIBUTIONS OUT OF CAPITAL SURPLUS. The Board of Directors
of the Corporation may from time to time distribute to its shareholders out of
the capital surplus of the Corporation a portion of its assets, in cash or

                                     -14-
property, without the assets or vote of the shareholders, provided that with
respect to such a distribution the requirements of The Indiana General
Corporation Act other than shareholder approval are satisfied.

     SECTION 11. POWERS OF DIRECTORS. In addition to the powers and the
authority granted by these Articles or by statute expressly conferred, the
Board of Directors of the Corporation is hereby authorized to exercise all
powers and to do all acts and things as may be exercised or done under the
laws of the State of Indiana by a corporation organized and existing under the
provisions of The Indiana General Corporation Act and not specifically
prohibited or limited by these Articles.

     SECTION 12. SPECIAL CONSIDERATIONS. Prior to the approval of any merger,
consolidation, sale, exchange, transfer, mortgage, liquidation or dissolution
of all or substantially all of the assets of the corporation, the Board of
Directors shall make an evaluation of all relevant factors and issues arising
out of or in connection with any such transaction and shall report to the
shareholders the conclusions which the Board of Directors reaches from such
evaluation. Relevant factors and issues shall include, but are not limited to,
consideration of the impact which any such transaction would have on: (a) the
community in which the Corporation or its subsidiaries conducts business; (b)
the employees of the Corporation or any of its subsidiaries; and (c) the
suppliers and customers of the Corporation and its subsidiaries; and may also
include any and all other factors which the Board of Directors in its
discretion deems relevant.

                                     -15-
Exhibit 4.3

                        LAKELAND FINANCIAL CORPORATION
                           1997 SHARE INCENTIVE PLAN

                                   Section 1
                                   ---------

                                    General
                                    -------

1.1  EFFECTIVE DATE AND PURPOSE. Lakeland Financial Corporation, an Indiana
     corporation ("Lakeland"), has established the LAKELAND FINANCIAL
     CORPORATION 1997 QUALIFIED SHARE INCENTIVE PLAN (the "Plan") effective as
     of December 9, 1997 (the "Effective Date"), subject to approval of the
     Plan at the 1998 Annual Meeting of Lakeland shareholders by the holders
     of a majority of the shares of Lakeland entitled to vote at that meeting.
     The purpose of the Plan is to promote the long-term financial performance
     of Lakeland by (a) attracting and retaining executive and other key
     employees and directors of Lakeland and its Subsidiaries, as they may
     exist from time to time (as defined in subsection 2.1) who possess
     outstanding abilities with incentive compensation opportunities which are
     competitive with those of other major corporations; (b) motivating such
     employees and directors to further the long-range goals of Lakeland; and
     (c) furthering the identity of interests of participating employees,
     directors, and Lakeland shareholders through opportunities for increased
     employee ownership of Lakeland common shares.

1.2  PLAN ADMINISTRATION. The Plan shall be administered by the Committee (as
     described below). In addition to those rights, duties and powers vested
     in the Committee by other provisions of the Plan, the Committee shall
     have sole authority to:

     (a)  interpret the provisions of the Plan;

     (b)  adopt, amend and rescind rules and regulations for the
          administration of the Plan;

     (c)  impose such limitations, restrictions and conditions upon grants and
          awards under the Plan as it shall deem appropriate; and

     (d)  make all other determinations deemed by it to be necessary or
          advisable for the administration of the Plan;

     provided that the Committee shall exercise its authority in accordance
     with the provisions of the Plan. The Committee may not exercise its
     authority at any time that it has fewer than two members. The Committee
     shall exercise its authority only by a majority vote of its members at a
     meeting or by a written consent without a meeting. Actions and
     interpretations of the Plan by the Committee shall be binding on
     participating employees and on Lakeland.

                                     -16-
At any date, the members of the Committee shall be those members of
     the Board of Directors of Lakeland who are Disinterested Persons, that is
     a director who is not, during the one (1) year preceding service on the
     Committee, or during such service, granted or awarded equity securities
     pursuant to the Plan or any other plan of Lakeland or a Subsidiary or
     other affiliate, except that:

               (x) participation in a Lakeland employee benefit plan that
          complies with Regulation Section 240.16b-3 shall not disqualify a
          director from being a Disinterested Person;

               (y) an election to receive a director's fee in either cash or
          securities, or partly in cash or partly in securities, shall not
          disqualify a director from being a Disinterested Person; and

               (z) participation in a plan shall not disqualify a director
          from being a Disinterested Person for purposes of administering
          another plan that does not permit participation by directors.

     From time to time the Board may increase the size of the Committee and
     appoint additional members thereof, remove members, and appoint new
     members in substitution, but in all events such new members shall be
     Disinterested Persons. Lakeland shall indemnify the members of the
     Committee for actions taken or not taken in their capacities as
     administrators of the Plan.

1.3  SHARES AVAILABLE. The sum of the number of common shares of Lakeland for
     which Incentive Share Options ("ISO" or "ISOs") and Non-Qualified Share
     Options ("NQSO" or "NQSOs") (both as defined in Section 3.1) may be
     granted may not exceed 300,000, subject to the adjustments described
     below. If all or a portion of an ISO or NQSO expires or is terminated
     without having been exercised in full, then the number of shares which
     are forfeited or not purchased shall again be available for purposes of
     making grants under this Plan. The common shares of Lakeland delivered
     pursuant to the Plan shall be authorized but unissued shares or
     reacquired shares held by Lakeland as treasury shares (including shares
     purchased in the open market). In the event of a merger, consolidation,
     reorganization, recapitalization, share dividend, share split or other
     similar change in the corporate structure or capitalization of Lakeland
     which affects the Lakeland common shares, appropriate adjustment, as
     determined by the Board of Directors of Lakeland (or its successor),
     shall be made with respect to the number and kinds of shares (or other
     securities) which may thereafter be awarded or be subject to options
     under the Plan. Agreements evidencing grants and awards under the Plan
     shall be subject to and shall provide for appropriate adjustments, as
     determined by the Board of Directors of Lakeland (or its successor) in
     the event of such changes in the corporate structure or capitalization of
     Lakeland occurring after the date of grant or award.

                                     -17-
1.4  TERM, AMENDMENT AND TERMINATION OF PLAN. Grants and awards may not be
     made under the Plan after the earlier of December 8, 2007, or the
     termination date of the Plan. The Committee may amend or terminate the
     Plan at any time except that, without the approval of the holders of a
     majority of Lakeland shares entitled to vote at a duly held meeting of
     such shareholders, the Committee may not:

     (a)  increase the number of common shares which may be issued under the
          Plan, except as provided in subsection 1.3;

     (b)  reduce the minimum option price under any share option, except as
          provided in subsection 1.3;

     (c)  increase the maximum period during which ISOs and NQSOs may be
          exercised;

     (d)  extend the term of the Plan; or

     (e)  amend the standards for participation described in Section 2.

          In addition, the Committee may amend or modify any outstanding
     option in any manner to the extent that the Committee would have had the
     authority to initially grant such option as so modified or amended,
     including without limitation, to change the date or dates as of which an
     option becomes exercisable.

          Amendment or termination of the Plan shall not affect the validity
     of terms of any grant or award previously made to a Participant in any
     way which is adverse to the Participant without the consent of the
     Participant.

1.5  COMPLIANCE WITH APPLICABLE LAW. The Committee may postpone any exercise
     of an ISO or NQSO for such time as the Committee in its discretion may
     deem necessary in order to permit Lakeland (a) to effect or maintain
     registration of the Plan or common shares issuable pursuant to the Plan
     under the Securities Act of 1933, as amended, or the securities laws of
     any applicable jurisdiction; (b) to take any action necessary to comply
     with restrictions or regulations incident to the maintenance of a public
     market for Lakeland common shares; or (c) to determine that no action
     referred to in (a) or (b) above needs to be taken. Lakeland shall not be
     obligated to issue shares upon exercise of an ISO or an NQSO in violation
     of any law or regulation. Any such postponement shall not without action
     of the Committee extend the term of an ISO or NQSO. Neither Lakeland, nor
     its directors or officers, shall have any obligation or liability to any
     Participant (or successor in interest) because of the loss of rights
     under any grant or award under the Plan due to postponements pursuant to
     this subsection.

1.6  WITHHOLDING TAXES. Lakeland and its Subsidiaries shall have the right to
     require payment, in cash or in equivalent value in Lakeland common
     shares, from any person entitled to receive Lakeland common shares
     pursuant to the Plan of the amount of any tax required by law to be
     withheld with respect to that share.

                                     -18-
Section 2
                                   ---------

                              Plan Participation
                              ------------------

2.1  PARTICIPATION DESIGNATIONS. The Committee may, at any time, designate any
     person to be a Participant who is either (i) employed by Lakeland or a
     Subsidiary, or (ii) a member of the Board of Directors of Lakeland. For
     purposes of the Plan, the term "Subsidiary" means any corporation of
     which, at any date, Lakeland owns directly, or indirectly through an
     unbroken chain of subsidiary corporations, shares possessing 50 percent
     or more of the total combined voting power of all classes of shares of
     that corporation.

2.2  PARTICIPATION IS NOT A CONTRACT OF EMPLOYMENT. The Plan does not
     constitute a contract of employment. Participating in the Plan does not
     give any employee the right to be retained in the employ of Lakeland or a
     Subsidiary and does not limit in any way the right of Lakeland or a
     Subsidiary to change the duties or responsibilities of any employee.

                                   Section 3
                                   ---------

                                 Share Options
                                 -------------

3.1  GRANTEES. The Committee may, at any time, designate a Participant to
     receive an ISO or NQSO whether or not the Participant has previously
     received a grant under the Plan. For purposes of the Plan, the terms
     "ISO" or "Incentive Share Option" mean an option to purchase Lakeland
     common shares which meet the requirements of Section 422 of the Internal
     Revenue Code of 1986, as amended (the "Code") and the terms "NQSO" or
     "Non- Qualified Share Option" means an option to purchase Lakeland common
     shares which is not an Incentive Share Option. Each ISO and NQSO granted
     under the Plan shall be evidenced by a written agreement between the
     Participant and Lakeland in a form approved by the Committee. The
     provisions of each agreement shall be determined by the Committee in
     accordance with the provisions of the Plan. A Participant shall not have
     any rights of a shareholder of Lakeland common shares with respect to
     shares subject to an ISO or NQSO until such shares are purchased upon
     exercise of the option.

3.2  NUMBER OF SHARES OPTIONED AND OPTION PRICE. The Committee shall, subject
     to the limitations of subsection 1.3 and this Section 3, determine the
     number of Lakeland common shares which may be purchased and the option
     price of each share on exercise of each ISO and NQSO granted under the
     Plan. Non-employee members of the Board of Directors of Lakeland shall be
     eligible only to receive NQSOs. The amount of the aggregate Fair Market
     Value of shares with respect to ISOs that are exercisable for the first
     time by any Participant during any calendar year shall not exceed
     $100,000; to the extent they do, they shall be treated as NQSOs. The
     foregoing limitation shall be applied by taking options into account in
     the order in which they were granted. In the event and to the extent
     limits on the maximum number of shares for which ISOs may be granted under 

                                     -19-
Code Section 422(b) shall be increased, the maximum number of shares or
     amount for which ISOs may be granted under this Plan and other plans
     shall be similarly increased. The option price of each share under an ISO
     or NQSO shall not be less than 100 percent of the Fair Market Value of a
     common share of Lakeland on the date the option is granted. For purposes
     of the Plan, the term "Fair Market Value" means the closing price of a
     Lakeland common share, as reported by the National Association of
     Securities Dealers Automated Quotations system on the day preceding the
     date of grant, or, in the event the share was not traded on such date, on
     the first date that the share was so traded which next precedes the date
     as of which the determination is being made. Provided, however, if a
     Participant, at the time an option is granted, owns shares possessing
     more than ten percent (10%) of the total combined voting power of all
     classes of shares of Lakeland, or any subsidiary corporations, as the
     case may be, then the option price of an ISO shall be not less than one
     hundred ten percent (110%) of the Fair Market Value of a Lakeland common
     share on the date the option is granted. For purposes of applying this
     rule, the rules of Code Section 424(d) relating to attribution of share
     ownership shall apply in determining share ownership of the Participant,
     and shares that the Participant may purchase under other outstanding
     options shall not be treated as shares owned by the Participant.

3.3  EXERCISE OF ISOS AND PAYMENTS. Each ISO and NQSO shall become exercisable
     in full at such time, or in such portions at such times, as the Committee
     determines, subject to the following provisions of this subsection 3.3.
     Each grant shall vest and may be exercised in the time period set forth
     in the terms of the grant, except as provided in Section 3.4. During any
     period that an ISO or NQSO is exercisable, it may be exercised by
     delivering a written notice to Lakeland at its principal office by
     registered or certified mail stating the number of shares with respect to
     which the ISO is being exercised and specifying a date not less than five
     nor more than 15 days after the receipt of such notice on which the
     shares will be taken up and payment made therefore. Payment may be made
     in (a) cash, or (b) in the event the Committee shall so authorize such an
     exchange, in Lakeland common shares with an aggregate Fair Market Value
     as of the close of trading on the trading day immediately preceding the
     date of exercise equal to the purchase price, or in any combination of
     cash and, if authorized by the Committee, such shares, or (c) in options
     to purchase Lakeland common shares with an aggregate Fair Market Value as
     of the close of trading on the trading day immediately preceding the date
     of exercise equal to the purchase price. Once an ISO or NQSO is
     exercised, those shares acquired pursuant to that ISO must be held for a
     period of at least one (1) year before there may be a disposition.

3.4  TERMINATION OF ISOs. Each ISO and NQSO shall terminate and not be
     exercisable after the date determined by the Committee, on the earlier of
     (a) the tenth (10th) anniversary of the date that the option was granted;
     (b) the date upon which the Participant's employment with Lakeland and
     all Subsidiaries terminates for reasons other than described in (c) or
     (d) next following; (c) the first anniversary of the date the
     Participant's employment with Lakeland and all Subsidiaries terminates on
     account of death or Disability (as defined in Section 22(e)(3) of the
     Code); or (d) the first anniversary of the Participant's retirement, or
     such later date as may be approved by the Committee, from employment by

                                     -20-
Lakeland or a Subsidiary. Provided, in the event the Participant owns
     greater than ten percent (10%) of the common shares of Lakeland at the
     time an option is granted, the termination date described in (a), above,
     shall be modified in respect of such option granted at or after such time
     to read the fifth (5th) anniversary of the date that the option was
     granted.

3.5  TRANSFERABILITY. No ISO or NQSO granted to a Participant may be
     transferred by the Participant except by will or the laws of descent and
     distribution, and, except as respects exercise within the period
     described at Section 3.4(d), above, may be exercisable during the
     Participant's lifetime only by the Participant.

3.6  CHANGE IN CONTROL. Notwithstanding anything to the contrary contained
     herein, any option granted pursuant to the Plan that has been held by a
     Participant for a period of at least two (2) years or by a transferee for
     a period of at least one (1) year shall, in the case of a change in
     control ("Change in Control"), as hereinafter defined, become fully
     exercisable as to all shares, irrespective of any restrictions on vesting
     or staged exercisability of such options, from and after the date of such
     Change in Control and shall, subject to the expiration provisions of
     Section 3.4(a), above, remain exercisable for a period of three (3)
     months following the employee's termination of employment with Lakeland
     or any Subsidiary, if said termination occurs within one (1) year after
     the date of the Change in Control.

     The term "Change in Control" shall mean a Change in Control of a nature
     such that (1) it would be required to be reported by a person or entity
     subject to the reporting requirements of Section 14(a) of the Securities
     Exchange Act of 1934 in response to Schedule 14A of Regulation 14A, or
     successor provisions thereto, as in effect on the date hereof, (2) a
     "person" or "group" (as those terms are used in Sections 13(d) and 14(d)
     of the Securities Exchange Act of 1934), is or becomes the "beneficial
     owner" (as defined in Rule 13d-3 issued under the Securities Exchange
     Act), directly or indirectly, of securities of Lakeland, representing in
     excess of thirty percent (30%) of the voting securities of Lakeland then
     outstanding, followed by the election by said person or group of one or
     more representatives to the Board of Directors of Lakeland; (3) a person
     or group, as hereinabove defined, is or becomes the beneficial owner,
     directly or indirectly, of securities of Lakeland, representing in excess
     of fifty percent (50%) of the voting securities of Lakeland then
     outstanding, whether or not followed by the election by said person or
     group of one or more representatives to the Board of Directors of
     Lakeland; or (4) any other event, including but not limited to those set
     forth in paragraphs (1) through (3) above, which shall have the effect of
     placing control of the business and affairs of Lakeland in a person or
     group as hereinabove defined, other than or different from the present
     shareholders of Lakeland.

                                     -21-
LAKELAND FINANCIAL CORPORATION

                                 By: R. Douglas Grant
                                     R. Douglas Grant,
                                     President

Approved by Board of Directors:  December 9, 1997
Approved by Shareholders:  April 14, 1998

                                     -22-
EXHIBIT 5

April 15, 1998

Lakeland Financial Corporation
P.O. Box 1367
Warsaw, IN  46581-1367

                    RE: Registration Statement on Form S-8
                        ----------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Lakeland Financial Corporation, an Indiana
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933 (the "Act"), registering the offer and sale
of up to 300,000 of the Company's common shares, no par value (the "Shares"),
pursuant to the Company's 1997 Share Incentive Plan (the "Plan").

     In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below.

     Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Registration Statement shall have become
effective and the Shares have been issued in accordance with the Plan, the
Shares will be validly issued, fully paid and nonassessable.

     Our opinion expressed above is limited to the federal law of the United
States and the law of the State of Indiana.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section
7 of the Act or the Rules and Regulations of the Commission thereunder.

                                       Very truly yours,

                                       BAKER & DANIELS

                                     -23-
Exhibit 23.1

                        CONSENT OF INDEPENDENT AUDITORS
                        -------------------------------

     We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report on the consolidated financial statements
of Lakeland Financial Corporation included in the Annual Report on Form 10-K
of Lakeland Financial Corporation for the year ended December 31, 1997.

                                       Crowe, Chizek and Company LLP

South Bend, Indiana
April 15, 1998

                                     -24-