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EXHIBIT 31.2


CERTIFICATION REQUIRED BY RULE 13a-14(a)
OR RULE 15d-14(a) AND UNDER SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002.

I, Philip Flynt, certify that:

1. I have reviewed this annual report on
Form 10-K of SED International Holdings, Inc;

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;

3. Based on my knowledge, the financial
statements, and other financial information included in this
report, fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:



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| | (a) designed such disclosure controls and
    procedures 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 annual report is being prepared;                                                                                                   
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| | (b) 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                                                                                                            
|
| | (c) 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 (the registrants fourth fiscal quarter in the case
    of an annual report) 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
officers 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 the
registrants board of directors:



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| | (a) all significant deficiencies and
    material weaknesses in the design or operation of internal
    control 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.                                                                                                   



| |                              
| | -----------------------------
| | /s/ PHILIP FLYNT             
| |                              
| | Philip Flynt                 
| | Chief Financial Officer      
| | (Principal Financial Officer)

Dated: September 17, 2004