**Exhibit 31.2**





**SOUTHERN
      HERITAGE BANCSHARES, INC.**


**FORM 10-QSB**


**Quarter
      ended September 30, 2006**





**CERTIFICATIONS**





I,
      Steven
      W. Ledbetter, certify that:





1) I
      have
      reviewed this quarterly report on Form 10-QSB of Southern Heritage
      Bancshares, Inc.





2) Based
      on
      my knowledge, this quarterly report does not contain any untrue statement of
      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 by this quarterly report;





3) Based
      on
      my knowledge, the financial statements and other financial information included
      in this quarterly 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 the quarterly report;





4) The
      registrant’s other certifying officer 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:





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 quarterly report is being prepared;





b) evaluated
      the effectiveness of the registrant’s disclosure controls and procedures as
      of September 30, 2006 (the “Evaluation Date”);





c) presented
      in this quarterly report our conclusions about the effectiveness of the
      disclosure controls and procedures based on our evaluation as of the Evaluation
      Date; and





d) 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 that
      has materially affected, or is reasonably likely to materially affect, the
      registrant’s internal control over financial reporting.





5) The
      registrant’s other certifying officer and I have disclosed, based on our most
      recent evaluation, to the registrant’s auditors and the audit committee of
      registrant’s board of directors (or persons performing equivalent
      function):





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/
                Steven W. LedbetterSteven
                W. LedbetterChief
                Financial OfficerNovember 15,
                2006