**Exhibit31.2**

 

SOUTHERN HERITAGE BANCSHARES,INC.CERTIFICATION - CHIEF FINANCIAL OFFICER

 

I, Steven W. Ledbetter,certify that:

 

1.                                       I have reviewed this annual report onForm 10-KSB of Southern Heritage Bancshares, Inc.

 

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

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the small business issuer as of, and for, the periodspresented in this report;

 

4.                                       The small business issuer’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15eand 15d-15e) for the small business issuer and have:

 

a)                                      Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

 

b)                                     Evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

c)                                      Disclosed in this report any change inthe small business issuer’s internal control over financial reporting thatoccurred during the small business issuer’s fourth fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the smallbusiness issuer’s internal control over financial reporting; and

 

5.                                       The small business issuer’s othercertifying officers and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the small business issuer’sauditors and the audit committee of the small business issuer’s board ofdirectors:

 

a)                                      all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and

 

b)                                     any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the smallbusiness issuer’s internal control over financial reporting.

 

 
| Date: April 13, 2005 | Signature: | /s/ Steven W. Ledbetter                       |   |
|---------------------------|------------|-----------------------------------------------|--------|
|                      |       | Steven W. Ledbetter, Chief  Financial Officer |

 

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