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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM
10-K/A
 Amendment
No. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2006
 or
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-16345
 SED International Holdings, Inc.
 (Exact name of Company as specified in its charter)
 GEORGIA(State or other jurisdiction 
of incorporation or organization)
    
    22-2715444(I.R.S. Employer
Identification No.)
 4916 North Royal Atlanta Drive, Tucker, Georgia(Address of principal executive offices)
    
    30084(Zip Code)
 Companys telephone number, including area code:
770-491-8962
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
None
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   DOCUMENTS INCORPORATED BY REFERENCE




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INTRODUCTORY
NOTE
  TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    
    2Item 1A.
    
    Risk Factors
    
    
    6Item 1B.
    
    Unresolved Staff Comments
    
    
    9Item 2.
    
    Properties
    
    
    9Item 3.
    
    Legal Proceedings
    
    
    10Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    10PART IIItem 5.
    
    Market Price of the Companys Common Stock, Related
Shareholder Matters and Issuer Purchases of Stock
    
    
    11Item 6.
    
    Selected Financial Data Five Year Financial Summary
    
    
    12Item 7.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    12Item 7A.
    
    Quantitative and Qualitative Disclosures About Market
Risk
    
    
    21Item 8.
    
    Financial Statements and Supplementary Data
    
    
    22Reports of Independent Registered Public Accounting Firm
    
    
    22Consolidated Balance Sheets
    
    
    24Consolidated Statements of Operations
    
    
    25Consolidated Statements of Shareholders Equity
    
    
    26Consolidated Statements of Cash Flows
    
    
    27Notes to Consolidated Financial Statements
    
    
    28Item 9.
    
    Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
    
    
    40Item 9A.
    
    Controls and Procedures
    
    
    40Item 9B.
    
    Other Information
    
    
    40PART IIIItem 10.
    
    Directors and Executive Officers of the Company
    
    
    41Item 11.
    
    Executive Compensation
    
    
    41Item 12.
    
    Security Ownership of Certain Beneficial Owners and
Management
    
    
    41Item 13.
    
    Certain Relationships and Related Transactions
    
    
    41Item 14.
    
    Principal Accounting Fees and Services
    
    
    41PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    42Supplemental Information to be furnished with Reports Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act
    
    
    45Signatures
    
    
    
    
    47EX-31.1 SECTION 302 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF PFOEX-32.1 SECTION 906 CERTIFICATION OF CEOEX-32.2 SECTION 906 CERTIFICATION OF PFO
   Certain
statements made in this Annual Report on Form 10-K/A are forward-looking statements
 regarding the plans and objectives of management for future operations. Such statements involve known
 and unknown risks, uncertainties and other factors that may cause our actual results, performance or
 achievements to be materially different from any future results, performance or achievements expressed
 or implied by such forward-looking statements. The forward-looking statements included herein are based
 on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based,
 in part, on assumptions involving judgments with respect to, among other things, future economic,
 competitive and market conditions and future business decisions, all of which are difficult or impossible
 to predict accurately and many of which are beyond our control. Although we believe that our assumptions
 underlying the forward-looking statements are reasonable, any of the assumptions could prove
 inaccurate and, therefore, there can be no assurance that the forward-looking statements included
 in this report will prove to be accurate. In light of the significant uncertainties inherent in the
 forward-looking statements included herein particularly in view of the current state of our operations,
 the inclusion of such information should not be regarded as a statement by us or any other person that
 our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those
 expressed or implied by such forward-looking statements include, but are not limited to, the factors set
 forth herein under the headings Business, Risk Factors and Managements
 Discussion and Analysis of Financial Condition and Results of Operations. We undertake no obligation
 to revise or update publicly any forward-looking statements for any reason.




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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
    
 Item 9B. Other Information
  40




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SIGNATURES
  SED International Holdings, Inc.By:
    /s/ LYLE DICKLERLyle DicklerVice President  Finance, Secretary and
Treasurer (principal financial and
accounting officer)   /s/ JEAN DIAMOND
    
    Chairman of the BoardJean Diamond
    
    Chief
Executive Officer and Director
(principal executive officer)/s/ LYLE DICKLER
    
    Vice President  Finance,Lyle Dickler
    
    Secretary
and Treasurer (principal
financial and accounting officer)*
    
    DirectorStewart I. Aaron*
    
    DirectorMelvyn I. Cohen*
    
    DirectorJoseph Segal
 *by:

/s/
Lyle DicklerLyle DicklerAs Attorney-in-Fact 47