As filed with the Securities and Exchange Commission on October 23, 2000
Registration No. 33-


                      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 of                                (I.R.S. Employer
incorporation or organization)                              Identification No.)
                              ------------------

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

                  Lakeland Financial Corporation 401(k) Plan]
                           (Full title of the plan)
                              ------------------

                              Michael L. Kubacki
                     President and Chief Executive Officer
                        Lakeland Financial Corporation
                     202 East Center Street, P.O. Box 1387
                          Warsaw, Indiana 46581-1387
                    (Name and address of agent for service)

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

                                With copies to:

                            John E. Freechack, Esq.
                           Robert M. Fleetwood, Esq.
               Barack Ferrazzano Kirschbaum Perlman & Nagelberg
                       333 West Wacker Drive, Suite 2700
                            Chicago, Illinois 60606
                                (312) 984-3100
<TABLE>

                        CALCULATION OF REGISTRATION FEE
<CAPTION>


                                                          Proposed Maximum          Proposed Maximum
    Title of Securities             Amount to be           Offering Price               Aggregate                  Amount of
     to be Registered             Registered(1)(2)           per Share(3)          Offering Price(2)(3)        Registration Fee(3)
--------------------------        ----------------        -----------------        --------------------        -------------------
<S>                               <C>                     <C>                      <C>                         <C>

Common Stock, No Par Value        1,000,000 shares        $          12.875        $         12,875,000        $             3,399
</TABLE>


(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities   Act"),   this   Registration   Statement   also  covers  an
     indeterminate  amount of interests to be offered or sold  pursuant to the
     [Name of Plan].

(2)  Pursuant to Rule  416(a)  under the  Securities  Act,  this  Registration
     Statement also registers such  indeterminate  number of additional shares
     as may be issuable under the Plan in connection with share splits,  share
     dividends or similar transactions.

(3)  Estimated  pursuant to Rule 457(h) under the Securities  Act,  solely for
     the purpose of calculating the registration  fee, based on the average of
     the high and low prices for the Registrant's  common stock as reported on
     the Nasdaq National Market on October 19, 2000


<PAGE>



                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  document(s)  containing the  information  specified in Part I of
Form  S-8 will be sent or given to  participants  in the  [Name of Plan]  (the
"Plan") as specified  by Rule  428(b)(1)  promulgated  by the  Securities  and
Exchange  Commission (the  "Commission")  under the Securities Act of 1933, as
amended (the "Securities Act").

         Such  document(s)  are not  being  filed  with  the  Commission,  but
constitute  (along  with the  documents  incorporated  by  reference  into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                     I-1
<PAGE>



                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.    Incorporation of Certain Documents by Reference.
           -----------------------------------------------

         The following documents  previously or concurrently filed by Lakeland
Financial   Corporation   (the  "Company")  with  the  Commission  are  hereby
incorporated by reference into this Registration Statement:

         (a)      The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1999;

         (b)      All other reports  filed  pursuant to Section 13(a) or 15(d)
                  of the  Securities  Exchange  Act of 1934,  as amended  (the
                  "Exchange Act"), since the end of the last fiscal year; and

         (c)      The description of the Company's common stock, no par value,
                  contained in the  Company's  Registration  Statement on Form
                  S-14 and all  amendments or reports filed for the purpose of
                  updating such description.

         All documents  subsequently filed by the Company or the Plan with the
Commission  pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange
Act, prior to the filing of a  post-effective  amendment  which indicates that
all  securities  offered  hereby  have  been  sold or  which  deregisters  all
securities then remaining  unsold,  shall be deemed  incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing  of  such   documents.   Any  statement   contained  in  the  documents
incorporated,  or deemed to be  incorporated,  by reference  herein or therein
shall be deemed to be modified or superseded for purposes of this Registration
Statement and the prospectus which is a part hereof (the  "Prospectus") to the
extent  that  a  statement  contained  herein  or  therein  or  in  any  other
subsequently filed document which also is, or is deemed to be, incorporated by
reference  herein or therein  modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or  superseded,  to constitute a part of this  Registration  Statement and the
Prospectus.

Item 4.    Description of Securities.

         Not Applicable.

Item 5.    Interests of Named Experts and Counsel.

         Not applicable.

Item 6.    Indemnification of Directors and Officers.

         In accordance with the Indiana Business Corporation Law (Indiana Code
23-1-37-1  et  seq.),   Section  9  of  the  Company's  Restated  Articles  of
Incorporation provide as follows:

         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


                                     II-1
<PAGE>
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
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.

         Further,  Article VII of the  Company's  Restated  Bylaws  states the
following:

         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

                                     II-2
<PAGE>

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
contendere, or its equivalent, shall not create a presumption that a director,
officer or employee  did not meet the  standards  of conduct set 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  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
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.

Item 7.    Exemption from Registration Claimed.

         Not Applicable.

Item 8.    Exhibits.

         See  the  Exhibit  Index   following  the  signature   page  in  this
Registration  Statement,   which  Exhibit  Index  is  incorporated  herein  by
reference.

                                     II-3
<PAGE>

         The Company has  received a  determination  letter from the  Internal
Revenue  Service  that the Plan is  qualified  pursuant  to Section 401 of the
Internal Revenue Code of 1986, as amended.

Item 9.    Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any period in which offers or sales are
         being made, a post-effective  amendment to the Registration Statement
         to include:  (i) any prospectus  required by Section  10(a)(3) of the
         Securities Act; (ii) to reflect in the prospectus any facts or events
         arising after the effective date of the Registration Statement which,
         individually or in the aggregate,  represent a fundamental  change in
         the information set forth in the  Registration  Statement;  and (iii)
         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  provisions  (i)  and  (ii) of  this  undertaking  are
         inapplicable if the  information to be filed  thereunder is contained
         in periodic  reports filed by the Company  pursuant to Sections 13 or
         15(d) of the Exchange  Act and  incorporated  by  reference  into the
         Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the  Securities  Act,  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 that 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.

         (b) The undersigned  Registrant  hereby undertakes that, for purposes
of  determining  any liability  under the  Securities  Act, each filing of the
Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of the  Exchange  Act)  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.

         (h) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors, officers and controlling persons
of the  registrant  pursuant to the foregoing  provision,  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
Securities 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 of expenses  incurred or paid by a director,  officer
or  controlling  person  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
Securities Act and will be governed by the final adjudication of such issue.

                                     II-4

<PAGE>



                                  SIGNATURES

         In accordance  with the  requirements  of the Securities Act of 1933,
the Registrants certify that they have reasonable grounds to believe that they
meet all of the  requirements  of filing on Form S-8 and have duly caused this
Registration  Statement  to be  signed  on their  behalf  by the  undersigned,
thereunder  duly  authorized,  in the City of  Warsaw,  State of  Indiana,  on
October 10, 2000.

                                 LAKELAND FINANCIAL CORPORATION



                                 By: /s/ Michael L. Kubacki
                                     Michael L. Kubacki
                                     President and Principal Executive Officer



                                 By: /s/ David M. Findlay
                                     David M. Findlay
                                     Executive Vice President and Chief
                                     Financial Officer



                                 LAKELAND FINANCIAL CORPORATION 401(K)
                                   PLAN

                                 By: LAKELAND FINANCIAL CORPORATION,
                                       AS TRUSTEE OF THE PLAN

                                 By: /s/ Patricia Culp



                                     II-5
<PAGE>

                               POWER OF ATTORNEY

         Know all men by these  presents,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Michael  L.  Kubacki  and David M.
Findlay,  and each of them,  his or her true and lawful  attorney-in-fact  and
agent,  each with full power of substitution and  re-substitution,  for him or
her and in his or her name, place and stead, in any and all capacities to sign
any  or  all  amendments   (including   post-effective   amendments)  to  this
Registration  Statement,  and to file the same, with all exhibits thereto, and
other  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorney-in-fact  and agent,  full power and
authority  to do and  perform  each and  every  act and  thing  requisite  and
necessary  to be done in and about the  premises,  as fully to all intents and
purposes  as he or she  might or  could do in  person,  hereby  ratifying  and
confirming all that said  attorney-in-fact  and agent,  or any of them, or his
substitute  or  substitutes,  may  lawfully  do or cause to be done by  virtue
hereof.

         In accordance  with the  requirements  of the Securities Act of 1933,
this  Registration  Statement  was  signed  by the  following  persons  in the
capacities indicated on October 10, 2000.

            Signature                              Title
            ---------                              -----
/s/ R. Douglas Grant               Chairman of the Board of Directors
----------------------------------
R. Douglas Grant
/s/ Michael L. Kubacki             President,  Principal Executive Officer and
---------------------------------- Director
Michael L. Kubacki
/s/ Eddie Creighton                Director
----------------------------------
Eddie Creighton
/s/ Steven D. Ross                 Director
----------------------------------
Steven D. Ross
/s/ M. Scott Welch                 Director
----------------------------------
M. Scott Welch                     Director

----------------------------------
George L. White                    Director

----------------------------------
Anna K. Duffin
/s/ L. Craig Fulmer                Director
----------------------------------
L. Craig Fulmer                    Director

----------------------------------
Jerry L. Helvey                    Director

----------------------------------
Allan J. Ludwig
/s/ Charles E. Niemier             Director
----------------------------------
Charles E. Niemier
/s/ Richard L. Pletcher            Director
----------------------------------
Richard L. Pletcher
/s/ Terry L. Tucker                Director
----------------------------------
Terry L. Tucker

                                     II-6
<PAGE>
<TABLE>


                        LAKELAND FINANCIAL CORPORATION

                                 EXHIBIT INDEX
                                      TO
                        FORM S-8 REGISTRATION STATEMENT
<CAPTION>


                                                                               Incorporated
                                                                                 Herein by                           Filed
  Exhibit No.                        Description                                Reference to                        Herewith
---------------       ----------------------------------------       ---------------------------------       ---------------------
<S>  <C>              <C>                                            <C>                                     <C>
      4.1             Amended and Restated Articles                  Exhibit 4.1 to the
                      of Incorporation of Lakeland                   Company's Form S-8 filed
                      Financial Corporation                          with the Commission on
                                                                     April 15, 1998

      4.2             Bylaws of Lakeland Financial                   Exhibit 3(ii) to the
                      Corporation                                    Company's Form 10-Q
                                                                     for the quarter ended June
                                                                     30, 1996
      5.1             Opinion of Barack Ferrazzano                                                           X
                      Kirschbaum Perlman & Nagelberg

     10.1             Lakeland Financial                                                                     X
                      Corporation 401(k) Plan

     23.1             Consent of Crowe, Chizek and                                                           X
                      Company LLP

     23.2             Consent of Barack Ferrazzano                                                           Included in
                      Kirschbaum Perlman & Nagelberg                                                         Exhibit 5.1

     24.1             Power of Attorney                                                                      Included on the
                                                                                                             Signature Page to
                                                                                                             this Registration
                                                                                                             Statement
</TABLE>



                                     II-7
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{"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": "333-48402", "film-number": "743882"}, "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 October 23, 2000
Registration No. 33-

                      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 of                                (I.R.S. Employer
incorporation or organization)                              Identification No.)
                              ------------------

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

                  Lakeland Financial Corporation 401(k) Plan]
                           (Full title of the plan)
                              ------------------

                              Michael L. Kubacki
                     President and Chief Executive Officer
                        Lakeland Financial Corporation
                     202 East Center Street, P.O. Box 1387
                          Warsaw, Indiana 46581-1387
                    (Name and address of agent for service)

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

                                With copies to:

                            John E. Freechack, Esq.
                           Robert M. Fleetwood, Esq.
               Barack Ferrazzano Kirschbaum Perlman & Nagelberg
                       333 West Wacker Drive, Suite 2700
                            Chicago, Illinois 60606
                                (312) 984-3100

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum          Proposed Maximum
    Title of Securities             Amount to be           Offering Price               Aggregate                  Amount of
     to be Registered             Registered(1)(2)           per Share(3)          Offering Price(2)(3)        Registration Fee(3)
--------------------------        ----------------        -----------------        --------------------        -------------------
Common Stock, No Par Value        1,000,000 shares        $          12.875        $         12,875,000        $             3,399
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities   Act"),   this   Registration   Statement   also  covers  an
     indeterminate  amount of interests to be offered or sold  pursuant to the
     [Name of Plan].

(2)  Pursuant to Rule  416(a)  under the  Securities  Act,  this  Registration
     Statement also registers such  indeterminate  number of additional shares
     as may be issuable under the Plan in connection with share splits,  share
     dividends or similar transactions.

(3)  Estimated  pursuant to Rule 457(h) under the Securities  Act,  solely for
     the purpose of calculating the registration  fee, based on the average of
     the high and low prices for the Registrant's  common stock as reported on
     the Nasdaq National Market on October 19, 2000
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  document(s)  containing the  information  specified in Part I of
Form  S-8 will be sent or given to  participants  in the  [Name of Plan]  (the
"Plan") as specified  by Rule  428(b)(1)  promulgated  by the  Securities  and
Exchange  Commission (the  "Commission")  under the Securities Act of 1933, as
amended (the "Securities Act").

         Such  document(s)  are not  being  filed  with  the  Commission,  but
constitute  (along  with the  documents  incorporated  by  reference  into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                     I-1
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.    Incorporation of Certain Documents by Reference.
           -----------------------------------------------

         The following documents  previously or concurrently filed by Lakeland
Financial   Corporation   (the  "Company")  with  the  Commission  are  hereby
incorporated by reference into this Registration Statement:

         (a)      The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1999;

         (b)      All other reports  filed  pursuant to Section 13(a) or 15(d)
                  of the  Securities  Exchange  Act of 1934,  as amended  (the
                  "Exchange Act"), since the end of the last fiscal year; and

         (c)      The description of the Company's common stock, no par value,
                  contained in the  Company's  Registration  Statement on Form
                  S-14 and all  amendments or reports filed for the purpose of
                  updating such description.

         All documents  subsequently filed by the Company or the Plan with the
Commission  pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange
Act, prior to the filing of a  post-effective  amendment  which indicates that
all  securities  offered  hereby  have  been  sold or  which  deregisters  all
securities then remaining  unsold,  shall be deemed  incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing  of  such   documents.   Any  statement   contained  in  the  documents
incorporated,  or deemed to be  incorporated,  by reference  herein or therein
shall be deemed to be modified or superseded for purposes of this Registration
Statement and the prospectus which is a part hereof (the  "Prospectus") to the
extent  that  a  statement  contained  herein  or  therein  or  in  any  other
subsequently filed document which also is, or is deemed to be, incorporated by
reference  herein or therein  modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or  superseded,  to constitute a part of this  Registration  Statement and the
Prospectus.

Item 4.    Description of Securities.

         Not Applicable.

Item 5.    Interests of Named Experts and Counsel.

         Not applicable.

Item 6.    Indemnification of Directors and Officers.

         In accordance with the Indiana Business Corporation Law (Indiana Code
23-1-37-1  et  seq.),   Section  9  of  the  Company's  Restated  Articles  of
Incorporation provide as follows:

         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

                                     II-1
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
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.

         Further,  Article VII of the  Company's  Restated  Bylaws  states the
following:

         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

                                     II-2
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
contendere, or its equivalent, shall not create a presumption that a director,
officer or employee  did not meet the  standards  of conduct set 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  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
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.

Item 7.    Exemption from Registration Claimed.

         Not Applicable.

Item 8.    Exhibits.

         See  the  Exhibit  Index   following  the  signature   page  in  this
Registration  Statement,   which  Exhibit  Index  is  incorporated  herein  by
reference.

                                     II-3
The Company has  received a  determination  letter from the  Internal
Revenue  Service  that the Plan is  qualified  pursuant  to Section 401 of the
Internal Revenue Code of 1986, as amended.

Item 9.    Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any period in which offers or sales are
         being made, a post-effective  amendment to the Registration Statement
         to include:  (i) any prospectus  required by Section  10(a)(3) of the
         Securities Act; (ii) to reflect in the prospectus any facts or events
         arising after the effective date of the Registration Statement which,
         individually or in the aggregate,  represent a fundamental  change in
         the information set forth in the  Registration  Statement;  and (iii)
         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  provisions  (i)  and  (ii) of  this  undertaking  are
         inapplicable if the  information to be filed  thereunder is contained
         in periodic  reports filed by the Company  pursuant to Sections 13 or
         15(d) of the Exchange  Act and  incorporated  by  reference  into the
         Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the  Securities  Act,  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 that 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.

         (b) The undersigned  Registrant  hereby undertakes that, for purposes
of  determining  any liability  under the  Securities  Act, each filing of the
Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of the  Exchange  Act)  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.

         (h) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors, officers and controlling persons
of the  registrant  pursuant to the foregoing  provision,  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
Securities 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 of expenses  incurred or paid by a director,  officer
or  controlling  person  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
Securities Act and will be governed by the final adjudication of such issue.

                                     II-4
SIGNATURES

         In accordance  with the  requirements  of the Securities Act of 1933,
the Registrants certify that they have reasonable grounds to believe that they
meet all of the  requirements  of filing on Form S-8 and have duly caused this
Registration  Statement  to be  signed  on their  behalf  by the  undersigned,
thereunder  duly  authorized,  in the City of  Warsaw,  State of  Indiana,  on
October 10, 2000.

                                 LAKELAND FINANCIAL CORPORATION

                                 By: /s/ Michael L. Kubacki
                                     Michael L. Kubacki
                                     President and Principal Executive Officer

                                 By: /s/ David M. Findlay
                                     David M. Findlay
                                     Executive Vice President and Chief
                                     Financial Officer

                                 LAKELAND FINANCIAL CORPORATION 401(K)
                                   PLAN

                                 By: LAKELAND FINANCIAL CORPORATION,
                                       AS TRUSTEE OF THE PLAN

                                 By: /s/ Patricia Culp

                                     II-5
POWER OF ATTORNEY

         Know all men by these  presents,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Michael  L.  Kubacki  and David M.
Findlay,  and each of them,  his or her true and lawful  attorney-in-fact  and
agent,  each with full power of substitution and  re-substitution,  for him or
her and in his or her name, place and stead, in any and all capacities to sign
any  or  all  amendments   (including   post-effective   amendments)  to  this
Registration  Statement,  and to file the same, with all exhibits thereto, and
other  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorney-in-fact  and agent,  full power and
authority  to do and  perform  each and  every  act and  thing  requisite  and
necessary  to be done in and about the  premises,  as fully to all intents and
purposes  as he or she  might or  could do in  person,  hereby  ratifying  and
confirming all that said  attorney-in-fact  and agent,  or any of them, or his
substitute  or  substitutes,  may  lawfully  do or cause to be done by  virtue
hereof.

         In accordance  with the  requirements  of the Securities Act of 1933,
this  Registration  Statement  was  signed  by the  following  persons  in the
capacities indicated on October 10, 2000.

            Signature                              Title
            ---------                              -----
/s/ R. Douglas Grant               Chairman of the Board of Directors
----------------------------------
R. Douglas Grant
/s/ Michael L. Kubacki             President,  Principal Executive Officer and
---------------------------------- Director
Michael L. Kubacki
/s/ Eddie Creighton                Director
----------------------------------
Eddie Creighton
/s/ Steven D. Ross                 Director
----------------------------------
Steven D. Ross
/s/ M. Scott Welch                 Director
----------------------------------
M. Scott Welch                     Director

----------------------------------
George L. White                    Director

----------------------------------
Anna K. Duffin
/s/ L. Craig Fulmer                Director
----------------------------------
L. Craig Fulmer                    Director

----------------------------------
Jerry L. Helvey                    Director

----------------------------------
Allan J. Ludwig
/s/ Charles E. Niemier             Director
----------------------------------
Charles E. Niemier
/s/ Richard L. Pletcher            Director
----------------------------------
Richard L. Pletcher
/s/ Terry L. Tucker                Director
----------------------------------
Terry L. Tucker

                                     II-6
LAKELAND FINANCIAL CORPORATION

                                 EXHIBIT INDEX
                                      TO
                        FORM S-8 REGISTRATION STATEMENT
Incorporated
                                                                                 Herein by                           Filed
  Exhibit No.                        Description                                Reference to                        Herewith
---------------       ----------------------------------------       ---------------------------------       ---------------------
4.1             Amended and Restated Articles                  Exhibit 4.1 to the
                      of Incorporation of Lakeland                   Company's Form S-8 filed
                      Financial Corporation                          with the Commission on
                                                                     April 15, 1998

      4.2             Bylaws of Lakeland Financial                   Exhibit 3(ii) to the
                      Corporation                                    Company's Form 10-Q
                                                                     for the quarter ended June
                                                                     30, 1996
      5.1             Opinion of Barack Ferrazzano                                                           X
                      Kirschbaum Perlman & Nagelberg

     10.1             Lakeland Financial                                                                     X
                      Corporation 401(k) Plan

     23.1             Consent of Crowe, Chizek and                                                           X
                      Company LLP

     23.2             Consent of Barack Ferrazzano                                                           Included in
                      Kirschbaum Perlman & Nagelberg                                                         Exhibit 5.1

     24.1             Power of Attorney                                                                      Included on the
                                                                                                             Signature Page to
                                                                                                             this Registration
                                                                                                             Statement
II-7