**Exhibit 31.2**

 

**SOUTHERNHERITAGE BANCSHARES, INC.**

**FORM 10-QSB**

**Quarterended March 31, 2006**

 

**CERTIFICATIONS**

 

I, Steven W. Ledbetter,certify that:

 

1)                                      I have reviewedthis 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 oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period by this quarterly report;

 

3)                                      Based on myknowledge, the financial statements and other financial information included inthis quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in the quarterly report;

 

4)                                      The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and we have:

 

a)                                 designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b)                                evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of March 31,2006 (the “Evaluation Date”);

 

c)                                 presented inthis quarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date; and

 

d)                                disclosed inthis 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)                                      The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee of registrant’sboard of directors (or persons performing equivalent function):

 

a)                                 all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)                                any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
| /s/ Steven W. Ledbetter |   |
|-------------------------|--------|
| Steven W. Ledbetter     |
| Chief Financial Officer |
| May 16, 2006       |

 

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