ARTICLES OF INCORPORATION

                                      OF

                       SED INTERNATIONAL HOLDINGS, INC.

                                      I.

                                CORPORATE NAME

      The name of the corporation is:

                       SED INTERNATIONAL HOLDINGS, INC.

                                      II.

                               AUTHORIZED SHARES

      The corporation is authorized to issue two classes of shares to
be designated respectively "Common Stock" and "Preferred Stock." The
total number of shares which the corporation is authorized to issue is
one hundred million one hundred twenty-nine thousand five hundred
(100,129,500) shares. The number of shares of Common Stock authorized
is one hundred million (100,000,000) shares, and the par value of each
share is $.01. The number of shares of Preferred Stock authorized is
one hundred twenty-nine thousand five hundred shares (129,500), and
the par value of each share is $1.00.

      Authority is hereby expressly granted to the board of directors
from time to time to issue the Preferred Stock as Preferred Stock of
one or more series and in connection with the creation of any such
series to fix by the resolution or resolutions providing for the issue
of shares thereof the designation, powers, preferences and relative,
participating, optional or other special rights of such series, and
the qualifications, limitations or restrictions thereof. Such
authority of the board of directors with respect to each such
series shall include, but not be limited to, the determination of the
following:

          (a) the distinctive designation of, and the number of shares
     comprising, such series, which number may be increased (except
     where otherwise provided by the board of directors in creating
     such series) or decreased (but not below the number of shares
     thereof then outstanding) from time to time by like action of the
     board of directors;

          (b) the dividend rate or amount for such series, the
     conditions and dates upon which such dividends shall be payable,
     the relation which such
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     dividends shall bear to the dividends payable on any other class
     or classes or any other series of any class or classes of stock,
     and whether such dividends shall be cumulative, and if so, from
     which date or dates for such series;

          (c) whether or not the shares of such series shall be
     subject to redemption by the corporation and the times, prices,
     and other terms and conditions of such redemption;

          (d) whether or not the shares of such series shall be
     subject to the operation of a sinking fund or purchase fund to be
     applied to the redemption or purchase of such shares and if such
     a fund be established, the amount thereof and the terms and
     provisions relative to the application thereof;

          (e) whether or not the shares of such series shall be
     convertible into or exchangeable for shares of any other class or
     classes of stock of the corporation and if provision be made for
     conversion or exchange, the times, prices, rates, adjustments,and
     other terms and conditions of such conversion or exchange;

          (f) whether or not the shares of such series shall have
     voting rights, in addition to the voting rights provided by law,
     and if they are to have such additional voting rights, the extent
     thereof;

          (g) the rights of the shares of such series in the event of
     any liquidation, dissolution or winding up of the corporation or
     upon any distribution of its assets; and

          (h) any other powers, preferences, and relative,
     participating, optional, or other special rights of the shares of
     such series, and the qualifications, limitations, or restrictions
     thereof, to the full extent now or hereinafter permitted by law
     and not inconsistent with the provisions hereof.

     All shares of any one series of Preferred Stock shall be
identical in all respects except as to the dates from which dividends
thereon may be cumulative. All series of the Preferred Stock shall
rank equally and be identical in all respects except as otherwise
provided in the resolution or resolutions providing for the issue of
any series of Preferred Stock.

     Whenever dividends upon the Preferred Stock at the time
outstanding, to the extent of the preference to which such stock is
entitled, shall have been paid in full or declared and set apart for
payment for all past dividend periods, and after the provisions for
any sinking or purchase fund or funds for any series of Preferred
Stock shall have been complied with, the board of directors may
declare and pay dividends on the Common Stock, payable in cash, stock,
or otherwise, and the holders of shares of Preferred Stock shall not
be entitled to share therein, subject to the provisions of the
resolution or resolutions creating any series of Preferred Stock.


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     In the event of any liquidation, dissolution, or winding up of
the corporation or upon the distribution of the assets of the
corporation remaining, after the payment to the holders of the
Preferred Stock of the full preferential amounts to which they shall
be entitled as provided in the resolution or resolutions creating any
series thereof, shall be divided and distributed among the holders of
the Common Stock ratably, except as may otherwise be provided in
any such resolution or resolutions.

     Neither the merger or consolidation of the corporation with
another corporation nor the sale or lease of all or substantially all
the assets of the corporation shall be deemed to be a liquidation,
dissolution, or winding up of the corporation or a distribution of its
assets.

                                 II.

                 INITIAL REGISTERED OFFICE AND AGENT

     The street address and county of the initial registered office of
the corporation is 4916 North Royal Atlanta Drive, Tucker, Georgia
30085. The initial registered agent at such office shall be Harvey R.
Linder.

                                 IV.

                            INCORPORATOR

     The name and address of the incorporator are as follows:

                            Harvey R. Linder, Esq.
                     c/o SED International Holdings, Inc.

                        4916 North Royal Atlanta Drive
                             Tucker, Georgia 30085

                                      V.

                           INITIAL PRINCIPAL OFFICE

     The mailing address of the initial principal office of the
corporation is 4916 North Royal Atlanta Drive, Tucker, Georgia 30085.

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                                      VI.

                               INITIAL DIRECTORS

     The board of directors shall be divided into three classes,
designated as Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire board of directors. The
term of office of one class of directors shall expire each year. At
each annual meeting of shareholders, the directors of one class
shall be elected to hold office for a term expiring at the third
annual meeting following the election and until a successor shall have
been duly elected and qualified. During the intervals between annual
meetings of shareholders, any vacancy occurring in the board of
directors caused by resignation, removal, death or other incapacity,
and any newly created directorships resulting from an increase in the
number of directors may be filled by a majority vote of the
directors then in office, whether or not a quorum. Each director
chosen to fill a vacancy shall hold office for the unexpired term in
respect of which such vacancy occurred. When the number of directors
is changed, any newly created directorships or any decrease in
directorships shall be so apportioned among the classes as to make all
classes as nearly equal in number as possible. The shareholders may,
at any meeting called for the purpose or by unanimous written
consent of the shareholders in lieu of a meeting, remove any director
from office, but only for cause, and may elect his successor.

     The initial board of directors of the corporation shall consist
of six members, and the name, address and initial term of office of
each member is set forth below:

     Class I directors to hold office until the 2001 Annual Meeting of
Shareholders:

            Stewart I. Aaron
            7585-D Ponce de Leon Circle
            Doraville, Georgia 30340-3162

            Mark Diamond
            4916 North Royal Atlanta Drive
            Tucker, Georgia 30085

     Class II directors to hold office until the 1999 Annual Meeting
of Shareholders:

            Ray D. Risner
            4916 North Royal Atlanta Drive
            Tucker, Georgia 30085

            Cary Rosenthal
            5664 New Peachtree Road
            Atlanta, Georgia 30341


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     Class III directors to hold office until the 2000 Annual Meeting
of Shareholders:

            Gerald Diamond
            4916 North Royal Atlanta Drive
            Tucker, Georgia 30085

            Joel Cohen
            P.O. Box 1527

            Dalton, Georgia 30720

     Notwithstanding any other provisions of the Articles of
Incorporation or the Bylaws (and notwithstanding the fact that a
lesser percentage for separate class votes for certain actions may be
permitted by law, by the Articles of Incorporation or by the Bylaws),
the affirmative vote of the holders of not less than 80% of the votes
entitled to be cast by the holders of all then outstanding shares of
voting stock, voting together as a single class, will be required to
amend or repeal any provision of the Articles of Incorporation or the
Bylaws to the extent that such action is inconsistent with the purpose
of this Article VI; provided, however, that the provisions of this
paragraph shall not apply to amendments to the Bylaws or Articles of
Incorporation that are recommended by not less than 75% of the members
of the board of directors.

                                     VII.

                       LIMITATIONS ON DIRECTOR LIABILITY

     No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for any action
taken, or any failure to take any action, as a director, except for
liability (i) for any appropriation, in violation of his duties, of
any business opportunity of the corporation; (ii) for acts or
omissions which involve intentional misconduct or a knowing violation
of the law; (iii) for the types of liability set forth in Section
14-2-832 of the Georgia Business Corporation Code; or (iv) for any
transaction from which the director received an improper personal
benefit. If the Georgia Business Corporation Code is amended after the
effective date of this Article to authorize corporate action further
limiting the personal liability of directors, then the liability of a
director of the corporation shall be limited to the fullest extent
permitted by the Georgia Business Corporation Code, as so amended. Any
repeal or modification of the foregoing paragraph by the shareholders
of the corporation shall not adversely affect any right or protection
of a director of the corporation existing at the time of such repeal
or modification.


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                                     VIII.

                            ACTION WITHOUT MEETING

      Any action required or permitted to be taken at a shareholders
meeting may be taken without a meeting of the shareholders only if the
action is evidenced by one or more written consents describing the
action taken, signed by the holders of not less than 100% of the
shares that would be entitled to vote at a meeting of shareholders. No
written consent signed under this provision shall be valid unless the
consenting shareholder has been furnished the same material
that, under the Georgia Business Corporation Code, would have been
required to be sent to shareholders in a notice of a meeting at which
the proposed action would have been submitted to the shareholders for
action, or it contains an express waiver of the rights to receive such
material.

      Notwithstanding any other provisions of the Articles of
Incorporation or the Bylaws (and notwithstanding the fact that a
lesser percentage for separate class votes for certain actions may be
permitted by law, by the Articles of Incorporation or by the Bylaws),
the affirmative vote of the holders of not less than 80% of the votes
entitled to be cast by the holders of all then outstanding
shares of voting stock, voting together as a single class, will be
required to amend or repeal any provision of the Articles of
Incorporation or the Bylaws to the extent that such action is
inconsistent with the purpose of this Article VIII; provided, however,
that the provisions of this paragraph shall not apply
to amendments to the Bylaws or Articles of Incorporation that are
recommended by not less than 75% of the members of the board of
directors.

                                      IX.

                 ADVANCE NOTIFICATION OF SHAREHOLDER PROPOSALS

      The annual meeting of the shareholders of the corporation shall
be held each year for the purposes of electing directors and of
transacting such other business as properly may be brought before the
meeting. To be properly brought before the meeting, business must be
brought (i) by or at the direction of the board of directors or (ii)
by any shareholder of the corporation entitled to vote at the meeting
who complies with the procedures set forth in this Article
IX; provided, in each case, that such business proposed to be
conducted is, under the law, an appropriate subject for shareholder
action.

      For business to be properly brought before an annual meeting by
a shareholder, the shareholder must give timely notice thereof in
writing to the Secretary of the corporation. To be timely, a
shareholder's notice must be received by the Secretary at the
principal executive offices of the corporation not fewer than 120
calendar days prior to the first anniversary of the date that
the corporation's proxy statement (or, in the event the stockholders
of SED International Holdings, Inc., a Delaware corporation (the
"Predecessor Corporation") approve the merger of the Predecessor
Corporation with and into the corporation at the 1998 Annual Meeting
of Stockholders of the Predecessor Corporation, then the Predecessor
Corporation's proxy

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statement) was released to shareholders in connection with the
preceding year's annual meeting of shareholders. However, if no annual
meeting of shareholders of either the corporation or the Predecessor
Corporation, as the case may be, were held in the previous year or if
the date of the annual meeting of shareholders of such corporation has
been changed by more than 30 calendar days from the date contemplated
at the time of the previous year's proxy statement of such
corporation, the notice shall be received by the Secretary at the
principal executive offices of the corporation no later than the later
of (i) 150 days prior to the date of the contemplated annual meeting
or (ii) the date which is 10 calendar days after the date of the first
public announcement or other notification to the shareholders of the
date of the contemplated annual meeting.

      Such shareholder's notice to the Secretary shall set forth as to
each matter such shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business
at the annual meeting; (ii) the name and address, as they appear on
the corporation's books, of the shareholder proposing such business;
(iii) the class and number of shares of the corporation which are
beneficially owned by such shareholder; (iv) the dates upon which the
shareholder acquired such shares; (v) documentary support for any
claim of beneficial ownership; (vi) any material interest of such
shareholder in such business; (vii) a statement in support of the
matter and any other information required by Securities and Exchange
Commission Rule 14a-8, as may be amended; and (viii) as to each person
whom the shareholder proposes to nominate for election or reelection
as director all information relating to such person that is required
to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director
if elected, and evidence satisfactory to the corporation that such
nominee has no interests that would limit his or her ability to
fulfill his or her duties of office).

      In addition, if the shareholder intends to solicit proxies from
the shareholders of the corporation, such shareholder shall notify the
corporation of this intent in accordance with Securities and Exchange
Commission Rules 14a-8 and 14a-4(c)(2)(i), as such rules may be
amended.

      Notwithstanding any other provisions of the Articles of
Incorporation or the Bylaws (and notwithstanding the fact that a
lesser percentage for separate class votes for certain actions may be
permitted by law, by the Articles of Incorporation or by the Bylaws),
the affirmative vote of the holders of not less than 80% of the votes
entitled to be cast by the holders of all then outstanding
shares of voting stock, voting together as a single class, will be
required to amend or repeal any provision of the Articles of
Incorporation or the Bylaws to the extent that such action is
inconsistent with the purpose of this Article IX; provided, however,
that the provisions of this paragraph shall not apply to amendments to
the Bylaws or Articles of Incorporation that are recommended by
not less than 75% of the members of the board of directors.

                                      X.


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                  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative including any proceeding brought by or
in the right of the corporation (hereinafter a "proceeding"), by
reason of the fact he or she, or a person of whom he or she is a legal
representative, is or was a director or officer of the corporation or
a designated officer of an operating division or subsidiary of the
corporation, or who, while a director or officer of the corporation,
is or was serving at the request of the corporation as a director or
officer of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Georgia Business Corporation Code, as the same
exists or may hereafter be amended (but in the case of any such
amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than the
Georgia Business Corporation Code permitted the corporation to provide
prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties, and amounts paid or to be paid in settlement) actually and
reasonably incurred or suffered by such director or officer in
connection with any such proceeding. Such indemnification
shall continue as to a director or officer who has ceased to be a
director or officer, as applicable, and shall inure to the benefit of
the heirs, executors and administrators of the director or officer.
Except with respect to proceedings to enforce rights to
indemnification by a director or officer, the corporation shall
indemnify any such director or officer in connection with a
proceeding (or part thereof) initiated by such director or officer
only if such proceeding (or part thereof) was authorized by the board
of directors of the corporation. The right to indemnification
conferred in this Article shall be a contract right.

      The corporation shall pay for or reimburse the actual and
reasonable expenses incurred by a director or officer who is a party
to a proceeding in advance of final disposition of the proceeding if
the director or officer furnishes the corporation: (i) a written
affirmation of his or her good faith belief that he or she has met the
standard of conduct set forth in Georgia Business Corporation Code
Section 14-2-851(a); and (ii) a written undertaking, executed
personally or on his or her behalf, to repay any advances if it is
ultimately determined that he or she is not entitled to
indemnification for such expenses under this Article or otherwise. The
undertaking must be an unlimited general obligation of the director or
officer but need not be secured and may be accepted without reference
to director's financial ability to make repayment.

      IN WITNESS WHEREOF, the undersigned incorporator has executed
these Articles of Incorporation as of the 29th day of September, 1998.

                                      /s/ Harvey R. Linder
                                      Harvey R. Linder, Incorporator


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