UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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).
<PAGE>
13G
CUSIP NO. 842811 10 1 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerald 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
360,000
6 SHARED VOTING POWER
784,101
7 SOLE DISPOSITIVE POWER
360,000
8 SHARED DISPOSITIVE POWER
784,101
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,144,101
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.6%
12 TYPE OF REPORTING PERSON
IN
<PAGE>
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:
Gerald 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: 1,144,101 1/2/
(b) Percent of class: 14.6%
(c) Number of shares as to which such person has
(i) sole power to vote or direct the vote: 360,000 1/
(ii) shared power to vote or direct the vote: 784,101 2/
(iii) sole power to dispose or to direct the
disposition of: 360,000 1/
<PAGE>
(iv) shared power to dispose or direct the disposition
of: 784,101 2/
1/ Includes 360,000 shares subject to options
exercisable on or before March 1, 1996.
2/ Includes 758,101 shares held of record by SED
Associates, a general partnership of which the
reporting person is the managing partner. See
Item 6. Also includes 26,000 shares subject
to options granted to the reporting person's
wife, Jean Diamond, exercisable on or before
March 1, 1996.
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 is the managing partner and, as such, shares voting and
dispositive powers over all the shares owned by the
partnership. The reporting person has assigned 50% of his
partnership interest to his wife, Jean Diamond, who is not a
general partner of the partnership and who possesses neither
sole nor shared voting or dispositive powers over the shares
owned by the partnership.
The general partners of SED Associates are identified in
Exhibit A hereto. Two of the individual general partners of
ZS Partners and all of the other general partners of SED
Associates have filed under separate cover a Schedule 13G
reporting their respective beneficial ownership of the
issuer's common stock.
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
<PAGE>
Item 10. Certification:
Inapplicable
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: Gerald 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.
