8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  June 2, 2011

SED International Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Georgia	0-16345	22-2715444
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4916 North Royal Atlanta Drive, Tucker, Georgia	30084
(Address Of Principal Executive Office)	(Zip Code)

Registrant's telephone number, including area code: (770) 491-8962

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01: Other Events.

On June 2, 2011, SED International Holdings, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 announcing that its Board of Directors has reserved an additional $250,000 for repurchases of shares of the Company’s common stock under its Stock Buy Back program.

Item 9.01: Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated June 2, 2011.

* * * * * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SED International Holdings, Inc.
Dated:  June 2, 2011	By:	/s/ Lyle Dickler
		Lyle Dickler, VP of Finance

2

EX-99.1

FOR MORE INFORMATION, PLEASE CONTACT The Piacente Group, Inc. Brandi Floberg or Devin Rhoades 212-481-2050 or sed@tpg-ir.com (Twitter: TPGir)

SED International Holdings Authorizes Additional Funds For Stock Repurchases

TUCKER, GA – June 2, 2011 – SED International Holdings, Inc. (Amex: SED), a multinational supply chain management provider and distributor of leading computer technology, consumer electronics, small appliances and cellular products, today announced that on June 1, 2011, its Board of Directors approved an additional $250,000 for the repurchase of its common stock in the open market or individually negotiated transactions under the Company’s stock repurchase program.

This authorization brings the aggregate dollar amount authorized by SED’s Board of Directors to more than $1.5 million since the inception of the repurchase plan in August 2009. As of March 31, 2011, SED had repurchased a total of 331,784 shares at an average cost of $3.38.

“During the first nine months of fiscal 2011 we posted an 11% increase in net sales compared to the 2010 period and surpassed our net income level recorded for the full year fiscal 2010,” said Jonathan Elster, SED’s President and Chief Executive Officer. “Given our progress and confidence in our future growth prospects we believe we are undervalued and therefore, continue to expand our stock repurchase program in order to create value for our shareholders.”

Open market purchases under the repurchase program have been structured to comply with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, does not obligate SED to acquire any specific number of shares and may be suspended or terminated by SED’s Board of Directors at any time.

The repurchase program is funded using SED's working capital. Repurchased shares will be retired and restored to the status of authorized and unissued shares or added to treasury shares, in either case, increasing the percentage ownership of all existing shareholders.

As of June 1, 2011, the closing price per share of SED's common stock was $5.05.

ABOUT SED INTERNATIONAL HOLDINGS, INC.

Founded in 1980, SED International Holdings, Inc. is a multinational, preferred distributor of leading computer technology, consumer electronics, small appliances and cellular products.  The Company also offers custom-tailored supply chain management services ideally suited to meet the priorities and distribution requirements of the e-commerce, Business-to-Business and Business-to-Consumer markets.  Headquartered near Atlanta, Georgia with business operations in California; Florida; Georgia; Texas; Bogota, Colombia and Buenos Aires, Argentina, SED serves a customer base of over 10,000 channel partners and retailers in the U.S. and Latin America.  To learn more, please visit www.SEDonline.com; or follow us on Twitter @SEDIntl.

Statements made in this Press Release that are not historical or current facts are "forward-looking statements.”  These statements often can be identified by the use of terms such as "may," "will," "expect," "believes," "anticipate," "estimate," "approximate" or "continue," or the negative thereof.  The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  Any forward-looking statements represent management's best judgment as to what may occur in the future.  However, forward-looking statements are subject to risks, uncertainties and important factors beyond the control of the Company that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected.  These factors include adverse economic conditions, entry of new and stronger competitors, inadequate capital, unexpected costs, failure to gain product approval in foreign countries and failure to capitalize upon access to new markets.  The Company disclaims any obligation to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. These factors and others are discussed in the "Management's Discussion and Analysis" section of the Company's Reports on Forms 10-K and 10Q available at www.sec.gov.

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