Item  8.01: Other Matters.
     On December 4, 2006 we issued a press release, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01: Financial Statements and Exhibits
     (c) Exhibits.
     
Exhibit    
No.   Description
 
    
99.1
  Press release dated December 4, 2006.
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
         
 
  SED International Holdings, Inc.
 
        
Dated:     December 4, 2006
  By:   /s/ Lyle Dickler
 
       
 
      Lyle Dickler,
Vice President of Finance

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