FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * LUDWIG ALLAN J   2. Issuer Name and Ticker or Trading Symbol LAKELAND FINANCIAL CORP [LKFN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 55755 COUNTY ROAD 27 3. Date of Earliest Transaction (Month/Day/Year) 10/26/2004 (Street) BRISTOL, IN 46507 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to buy)

$ 13.5

06/13/2005

06/13/2010

Common Stock

500

500

D

Stock Options (Right to buy)

$ 13.625

01/09/2006

01/09/2011

Common Stock

1,000

1,000

D

Stock Options (Right to buy)

$ 15.125

02/08/2005

02/08/2010

Common Stock

600

600

D

Stock Options (Right to buy)

$ 19.4375

02/09/2004

02/09/2009

Common Stock

575

575

D

Stock Options (Right to buy)

$ 28

05/12/2003

05/10/2008

Common Stock

925

925

D

Stock Options (Right to buy)

$ 34.37

12/09/2008

12/09/2013

Common Stock

500

500

D

Phantom Stock

$ 0

01/01/2003

01/01/2003

Common Stock

4,112.1

4,112.1

D

Phantom Stock

$ 0

01/07/2003

01/07/2013

Common Stock

280.5

280.5

D

Phantom Stock

$ 0

01/28/2003

01/28/2013

Common Stock

31.7

31.7

D

Phantom Stock

$ 0

04/28/2003

04/28/2013

Common Stock

31.7

31.7

D

Phantom Stock

$ 0

07/10/2003

07/10/2013

Common Stock

240.5

240.5

D

Phantom Stock

$ 0

07/30/2003

07/30/2013

Common Stock

26.5

26.5

D

Phantom Stock

$ 0

10/27/2003

10/27/2013

Common Stock

25.5

25.5

D

Phantom Stock

$ 0

01/16/2004

01/16/2014

Common Stock

263.5

263.5

D

Phantom Stock

$ 0

01/26/2004

01/26/2014

Common Stock

24

24

D

Phantom Stock

$ 0

04/28/2004

04/28/2014

Common Stock

32

32

D

Phantom Stock

$ 0

07/14/2004

07/14/2014

Common Stock

225

225

D

Phantom Stock

$ 0

07/26/2004

07/26/2014

Common Stock

34

34

D

Phantom Stock

$ 0 (1)

10/26/2004

A

32

10/26/2004(2)

10/26/2014(3)

Common Stock

32

$ 35.3

32

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LUDWIG ALLAN J 55755 COUNTY ROAD 27 BRISTOL, IN 46507	X

Signatures

Teresa A. Bartman, Attorney-in-Fact		10/26/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each phantom stock unit exersises into 1 share of Common Stock.
(2)	Phantom stock is exercisable after the directors' retirement as a Board member.
(3)	Phantom shares expire after the directors' retirement as a Board member.

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