UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check one):  |_| Form 10-KSB   |_| Form 20-F   |_| Form 11-K    |X| Form 10-QSB
|_| Form N-SAR   |_| Form N-CSR

         For Period Ended: September 30, 2004
                          -------------------
         |_| Transition Report on Form 10-K
         |_| Transition  Report on Form 20-F
         |_| Transition  Report on Form 11-K
         |_| Transition Report on Form 10-Q
         |_| Transition Report on Form N-SAR
         For the Transition Period Ended:
                                         ---------------------------------------

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION

Southern Heritage Bancshares, Inc.
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Full Name of Registrant


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Former Name if Applicable

3020 Keith Street, N.W.
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Address of Principal Executive Office (Street and Number)

Cleveland, Tennessee 37312
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City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

                  (a)      The reason described in reasonable detail in Part III
                           of  this  form  could  not  be   eliminated   without
                           unreasonable effort or expense
          |X|     (b)      The   subject  annual  report,  semi-annual   report,
                           transition report on Form 10-K, Form 20-F, Form 11-K,
                           Form N-SAR or form N-CSR, or portion thereof, will be
                           filed  on  or  before  the  fifteenth   calendar  day
                           following  the  prescribed  due date;  or the subject
                           quarterly  report or transition  report on Form 10-Q,
                           or  portion  thereof  will be filed on or before  the
                           fifth calendar day following the prescribed due date;
                           and
                  (c)      The accountant's  statement or other exhibit required
                           by Rule 12b-25(c) has been attached if applicable.





PART III - NARRATIVE

State below in reasonable detail why Forms 10-KSB,  20-F, 11-K,  10-QSB,  N-SAR,
N-CSR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

         The  registrant  has  recently  become  subject  to  the  Exchange  Act
         reporting  requirements  and  has  not  completed  its  review  of  the
         September 30, 2004 quarterly financial statements.


PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

       Steven W. Ledbetter              (423)               473-7980
    -------------------------       -------------      -------------------
             (Name)                  (Area Code)        (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
    Securities Exchange Act of 1934 or Section 30 of the Investment  Company Act
    of 1940 during the  preceding  12 months  or for such  shorter  period  that
    the registrant was required to file such report(s) been filed?  If answer is
    no, identify reports.

                        |X|Yes                    |_|No
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(3) Is it anticipated that any significant  change in results of operations from
    the corresponding period for the last fiscal year will be  reflected  by the
    earnings statements to be included in the subject report or portion thereof?

                        |_|Yes                    |X|No

   If so, attach an explanation of the anticipated changes, both narratively and
   quantitatively,  and,  if appropriate,  state  the  reasons why a  reasonable
   estimate of the results cannot be made.
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                       Southern Heritage Bancshares, Inc.
                       ---------------------------------
                  (Name of Registrant as Specified in Charter)

   has  caused this notification  to be signed on its  behalf by the undersigned
   hereunto duly authorized.

Date:  November 15, 2004                      By: /s/ Virginia Kibble
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                                                 Virginia Kibble
                                                 Senior Vice President