**Exhibit 31.2**

 

**SOUTHERN HERITAGE BANCSHARES, INC.**

**FORM 10-QSB**

**Quarter ended September 30, 2005**

 

**CERTIFICATIONS**

 

I, Steven W. Ledbetter, certify that:

 

1)                                     Ihave reviewed this quarterly report on Form 10-QSB of Southern HeritageBancshares, Inc.

 

2)                                     Basedon my knowledge, this quarterly report does not contain any untrue statement ofmaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period by this quarterly report;

 

3)                                     Basedon my knowledge, the financial statements and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in the quarterly report;

 

4)                                     Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and we have:

 

a)                                    designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

b)                                   evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as of September 30,2005 (the “Evaluation Date”);

 

c)                                    presentedin this quarterly report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the EvaluationDate; and

 

d)                                   disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter thathas materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting.

 

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

 

a)                                    allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)                                   anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 

 
| /s/ Steven W. Ledbetter  |   |
|--------------------------|--------|
| Steven W.  Ledbetter     |
| Chief  Financial Officer |
| November 14, 2005   |

 

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