Exhibit 31.1

                 CERTIFICATION PURSUANT TO 13a-14(a)/15d-14(a)

I, Michael Kubacki, certify that:

1.   I have  reviewed  this  quarterly  report  on  Form  10-Q/A  of  Lakeland
     Financial Corporation;

2.   Based on my knowledge,  this report does not contain any untrue statement
     of a material fact or omit to state a material fact necessary to make the
     statements  made,  in  light  of  the  circumstances   under  which  such
     statements  were made, not misleading  with respect to the period covered
     by this report;

4.   The  registrant's  other  certifying  officer and I are  responsible  for
     establishing  and  maintaining  disclosure  controls and  procedures  (as
     defined in Exchange Act Rules 13a-14 and 15d-15(e)) and internal  control
     over financial  reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

     a) Designed  such  disclosure  controls  and  procedures,  or caused such
        disclosure   controls  and   procedures  to  be  designed   under  our
        supervision,  to ensure  that  material  information  relating  to the
        registrant,  including its consolidated subsidiaries, is made known to
        us by others within those entities,  particularly during the period in
        which this report is being prepared;

     b) Designed such internal  control over  financial  reporting,  or caused
        such internal  control over  financial  reporting to be designed under
        our  supervision,   to  provide  reasonable  assurance  regarding  the
        reliability  of financial  reporting and the  preparation of financial
        statements for external purpose in accordance with generally  accepted
        accounting principles;

     c) Evaluated the  effectiveness of the registrant's  disclosure  controls
        and procedures and presented in this report our conclusions  about the
        effectiveness of the disclosure  controls and procedures as of the end
        of the period covered by this report based on such evaluation; and

     d) Disclosed  in this  report  any  change in the  registrant's  internal
        control over financial reporting that occurred during the registrant's
        most  recent  fiscal  quarter  that  has  materially  affected,  or is
        reasonably  likely to materially  affect,  the  registrant's  internal
        control over financial reporting, and;

5.   The registrant's other certifying officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial  reporting,
     to the  registrant's  auditors and the audit  committee  of  registrant's
     board of directors (or persons performing the equivalent function):

     a) All significant  deficiencies and material weaknesses in the design or
        operation of internal  controls  over  financial  reporting  which are
        reasonably  likely to  adversely  affect the  registrant's  ability to
        record, process, summarize, and report financial information; and

     b) Any fraud, whether or not material,  that involves management or other
        employees who have a  significant  role in the  registrant's  internal
        control over financial reporting.



Date: May 27, 2005                  /s/Michael Kubacki
                                       Michael Kubacki
                                       President and Chief Executive Officer




Exhibit 31.2

                 CERTIFICATION PURSUANT TO 13a-14(a)/15d-14(a)

I, David M. Findlay, certify that:

1.   I have  reviewed  this  quarterly  report  on  Form  10-Q/A  of  Lakeland
     Financial Corporation;

2.   Based on my knowledge,  this report does not contain any untrue statement
     of a material fact or omit to state a material fact necessary to make the
     statements  made,  in  light  of  the  circumstances   under  which  such
     statements  were made, not misleading  with respect to the period covered
     by this report;

4.   The  registrant's  other  certifying  officer and I are  responsible  for
     establishing  and  maintaining  disclosure  controls and  procedures  (as
     defined in Exchange Act Rules 13a-14 and 15d-15(e)) and internal  control
     over financial  reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

     a) Designed  such  disclosure  controls  and  procedures,  or caused such
        disclosure   controls  and   procedures  to  be  designed   under  our
        supervision,  to ensure  that  material  information  relating  to the
        registrant,  including its consolidated subsidiaries, is made known to
        us by others within those entities,  particularly during the period in
        which this report is being prepared;

     b) Designed such internal  control over  financial  reporting,  or caused
        such internal  control over  financial  reporting to be designed under
        our  supervision,   to  provide  reasonable  assurance  regarding  the
        reliability  of financial  reporting and the  preparation of financial
        statements for external purpose in accordance with generally  accepted
        accounting principles;

     c) Evaluated the  effectiveness of the registrant's  disclosure  controls
        and procedures and presented in this report our conclusions  about the
        effectiveness of the disclosure  controls and procedures as of the end
        of the period covered by this report based on such evaluation; and

     d) Disclosed  in this  report  any  change in the  registrant's  internal
        control over financial reporting that occurred during the registrant's
        most  recent  fiscal  quarter  that  has  materially  affected,  or is
        reasonably  likely to materially  affect,  the  registrant's  internal
        control over financial reporting, and;

5.   The registrant's other certifying officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial  reporting,
     to the  registrant's  auditors and the audit  committee  of  registrant's
     board of directors (or persons performing the equivalent function):

     a) All significant  deficiencies and material weaknesses in the design or
        operation of internal  controls  over  financial  reporting  which are
        reasonably  likely to  adversely  affect the  registrant's  ability to
        record, process, summarize, and report financial information; and

     b) Any fraud, whether or not material,  that involves management or other
        employees who have a  significant  role in the  registrant's  internal
        control over financial reporting.


Date: May 27, 2005                     /s/David M. Findlay
                                          David M. Findlay
                                          Chief Financial Officer