UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Southern Electronics Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
842811 10 1
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
(A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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13G
CUSIP NO. 842811 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark Diamond
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
72,305
6 SHARED VOTING POWER
758,101
7 SOLE DISPOSITIVE POWER
72,305
8 SHARED DISPOSITIVE POWER
758,101
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
830,406
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.1%
12 TYPE OF REPORTING PERSON
IN
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Item 1(a). Name of Issuer:
Southern Electronics Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
4916 North Royal Atlanta Drive
Atlanta, Georgia 30085
Item 2(a). Name of Person Filing:
Mark Diamond
Item 2(b). Address of Principal Business Office or, if None,
Residence:
4916 North Royal Atlanta Drive
Atlanta, Georgia 30085
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e). CUSIP Number:
842811 10 1
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
Inapplicable
Item 4. Ownership:
(a) Amount beneficially owned: 830,406
(b) Percent of class: 11.1%
(c) Number of shares as to which such person has
(i) sole power to vote or direct the vote: 72,305 1/
(ii) shared power to vote or direct the vote:
758,101 2/
(iii) sole power to dispose or to direct the
disposition of: 72,305 1/
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(iv) shared power to dispose or direct the disposition
of: 758,101 2/
1/ Includes 54,350 shares subject to options
exercisable on or before March 1, 1996.
2/ Includes 758,101 shares owned of record by
SED Associates, a general partnership of
which the reporting person is a general
partner. See Item 6.
Item 5. Ownership of Five Percent or Less of a Class:
Inapplicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Of the indicated shares, 758,101 shares are held by SED
Associates, a general partnership in which the reporting
person holds an approximate 1.63% interest on his own behalf.
In addition, the reporting person serves as trustee of a
trust for the benefit of Julie Diamond, which also owns an
approximate 1.63% interest in the partnership. As to the
shares held by the partnership, the reporting person
disclaims beneficial ownership of all but his own 1.63%
interest and the 1.63% interest owned by the trust. The
trust also directly owns 1,684 shares over which the
reporting person has voting and dispositive rights as
trustee. The general partners of SED Associates are
identified in Exhibit A hereto.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company:
Inapplicable
Item 8. Identification and Classification of the Members of the
Group:
Inapplicable
Item 9. Notice of Dissolution of Group:
Inapplicable
Item 10. Certification:
Inapplicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement,
is true, complete and correct.
Date: February ___, 1996
Signature:
Name: Mark Diamond
<PAGE>
EXHIBIT A
GENERAL PARTNERS
OF
SED ASSOCIATES
*1. Gerald Diamond
2. Trust FBO Julie Diamond, c/o Mark Diamond, Trustee
3. Mark Diamond
**4. ZS Partners, c/o Michel Zaleski, Ned L. Sherwood and Thomas
Epstein, General Partners
* Managing Partner
** ZS Partners exercises no voting or investment powers with
respect to the shares of Common Stock held by SED Associates,
but is entitled to a percentage of the gain resulting from
any sale of Common Stock by SED Associates. Mr. Epstein
exercises no voting or dispositive control over the shares
held by ZS Partners. As a result, Mr. Epstein has not filed
a Schedule 13G for the year ended December 31, 1995.
