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).
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*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).
13G
CUSIP NO. 842811 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SED Associates, a Georgia general partnership
(See Item 6)
58-1701459
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5 SOLE VOTING POWER
758,101
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
758,101
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
758,101
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1%
12 TYPE OF REPORTING PERSON
PN
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:
SED Associates, a Georgia general partnership
Item 2(b). Address of Principal Business Office or, if None,
Residence:
4916 North Royal Atlanta Drive
Atlanta, Georgia 30085
Item 2(c). Citizenship:
Georgia
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: 758,101*
(b) Percent of class: 10.1%
(c) Number of shares as to which such person has
(i) sole power to vote or direct the vote:
758,101*
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 758,101*
(iv) shared power to dispose or direct the
disposition of: 0
* 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:
SED Associates is a Georgia general partnership. The
following table identifies the general partners of
the reporting person and the approximate partnership
interest held by each.
Name of General Partner
Gerald Diamond (1)
Trust FBO Julie Diamond (2)
Mark Diamond (2)
ZS Partners (3)
(1) Managing Partner of SED Associates. Gerald Diamond has a
96.7% partnership interest in SED Associates, but exercises
voting and investment power over all of the shares held by
the partnership as Managing Partner.
(2) Mark Diamond exercises voting and investment power over a
1.63% partnership interest on his own behalf and, as
trustee, over an additional 1.63% partnership interest
owned by a trust for the benefit of Julie Diamond.
(3) ZS Partners is a general partnership consisting of Messrs.
Michel Zaleski, Ned L. Sherwood and Thomas Epstein. ZS
Partners exercises no voting or investment power with
respect to the shares of Common Stock held by the reporting
person; however, pursuant to the terms of the Partnership
Agreement, ZS Partners is entitled to a percentage of the
gain resulting from SED Associates' sale of Company common
stock. Messrs. Zaleski and Sherwood share voting and
investment power with respect to the shares of Common
Stock owned by ZS Partners and have each filed an
individual Report on Schedule 13G with respect to their
beneficial ownership of the Company's Common Stock. Mr.
Epstein does not exercise any voting or investment power
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.
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
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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: SED ASSOCIATES
By:
Name/Title: Gerald Diamond
Managing Partner
