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 * PLETCHER RICHARD L   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) 1102 NORTHWOOD DR 3. Date of Earliest Transaction (Month/Day/Year) 01/29/2009 (Street) NAPPANEE, IN 46550 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 Common Stock 01/29/2009   M   1,150 A $ 0 5,619.122 D   Common Stock 01/29/2009   S   1,150 D $ 19.6809 4,469.122 D   Common Stock               1,579.882 I By Spouse

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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)

$ 9.7188

01/29/2009

M

1,150

02/09/2004

02/09/2009

Common Stock

1,150

$ 0

0

D

Phantom Stock

(1)

(3)

(2)

Common Stock

25,119

25,119

D

Stock Options (Right to Buy)

$ 7.5625

02/08/2005

02/08/2010

Common Stock

1,200

1,200

D

Stock Options (Right to Buy)

$ 6.75

06/13/2005

06/13/2010

Common Stock

1,000

1,000

D

Stock Options (Right to Buy)

$ 6.8125

01/09/2006

01/09/2011

Common Stock

2,000

2,000

D

Stock Options (Right to Buy)

$ 17.185

12/09/2008

12/09/2013

Common Stock

1,000

1,000

D

Stock Options (Right to Buy)

$ 24.05

12/07/2010

05/14/2018

Common Stock

1,000

1,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PLETCHER RICHARD L 1102 NORTHWOOD DR NAPPANEE, IN 46550	X

Signatures

Teresa A. Bartman, Attorney-in-Fact		02/02/2009
**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 shares expire after the directors' retirement as a Board member.
(3)	Phantom stock is exercisable after the directors' retirement as a Board member.

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