- Amended Statement of Ownership (SC 13G/A)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(Amendment No. 5)

Goldleaf Financial Solutions, Inc.

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(Name of Issuer)

Common Stock, no par value per share

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(Title of Class of Securities)

38144H208

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(CUSIP Number)

August 26, 2009

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

[_] Rule 13d-1(b)

[X] Rule 13d-1(c)

[_] Rule 13d-1(d)

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CUSIP No. 38144H208 --------------------- 1. NAME OF REPORTING PERSONS Castine Capital Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON OO, IA

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CUSIP No. 38144H208 --------------------- 1. NAME OF REPORTING PERSONS Paul Magidson 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON IN

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CUSIP No. 38144H208 --------------------- 1. NAME OF REPORTING PERSONS Castine Partners II, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON PN

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CUSIP No. 38144H208 --------------------- Item 1(a). Name of Issuer: Goldleaf Financial Solutions, Inc. -------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 350 Technology Blvd., Suite 200 Norcross, Georgia 30071 United States of America -------------------------------------------------------------------- Item 2(a). Name of Persons Filing: Castine Capital Management, LLC Paul Magidson Castine Partners II, LP -------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: Castine Capital Management, LLC One International Place, Suite 2401 Boston, Massachusetts 02110 United States of America Paul Magidson c/o Castine Capital Management, LLC One International Place, Suite 2401 Boston, Massachusetts 02110 United States of America Castine Partners II, LP c/o Castine Capital Management, LLC One International Place, Suite 2401 Boston, Massachusetts 02110 United States of America -------------------------------------------------------------------- Item 2(c). Citizenship: Castine Capital Management, LLC: Delaware Paul Magidson: United States of America Castine Partners II, LP: Delaware -------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Common Stock, no par value per share -------------------------------------------------------------------- Item 2(e). CUSIP Number: 38144H208 -------------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). -------------------------------------------------------------------- Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Castine Capital Management, LLC: 0 shares Paul Magidson: 0 shares Castine Partners II, LP: 0 shares -------------------------------------------------------------------- (b) Percent of class: Castine Capital Management, LLC: 0% Paul Magidson: 0% Castine Partners II, LP: 0% -------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: Castine Capital Management, LLC: 0 Paul Magidson: 0 Castine Partners II, LP: 0 (ii) Shared power to vote or to direct the vote: Castine Capital Management, LLC: 0 Paul Magidson: 0 Castine Partners II, LP: 0 (iii) Sole power to dispose or to direct the disposition of: Castine Capital Management, LLC: 0 Paul Magidson: 0 Castine Partners II, LP: 0 (iv) Shared power to dispose or to direct the disposition of: Castine Capital Management, LLC: 0 Paul Magidson: 0 Castine Partners II, LP: 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [X]. Castine Capital Management, LLC Paul Magidson Castine Partners II, LP ------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required. N/A ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or control person has filed this Schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this Schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this Schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this Schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ---------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ---------------------------------------------------------------------- Item 10. Certifications. By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 28, 2009
(Date)

Castine Capital Management, LLC (*)

By: /s/ Paul Magidson ---------------------------------------- Name: Paul Magidson Title: Managing Member By: /s/ Paul Magidson (*) ---------------------------------------- Name: Paul Magidson

Castine Partners II, LP

By: /s/ Paul Magidson ---------------------------------------- Name: Paul Magidson Title: Managing Member of Castine Capital Management, LLC, its management company

(*) These Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein.

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Exhibit A

AGREEMENT

The undersigned agree that this Amendment No. 5 to the Schedule 13G dated August 28, 2009 relating to the Common Stock, no par value per share, of Goldleaf Financial Solutions, Inc. shall be filed on behalf of the undersigned.

Castine Capital Management, LLC

By: /s/ Paul Magidson ---------------------------------------- Name: Paul Magidson Title: Managing Member By: /s/ Paul Magidson ---------------------------------------- Name: Paul Magidson

Castine Partners II, LP

By: /s/ Paul Magidson ---------------------------------------- Name: Paul Magidson Title: Managing Member of Castine Capital Management, LLC, its management company

SK 21745 0002 1025711