Via Facsimile and U.S. Mail
Mail Stop 6010


							June 13, 2005


Richard A. Widdicombe
Chief Executive Officer
21st Century Holding Company
3661 West Oakland Park Blvd., Suite 300
Lauderdale Lakes, FL 33311

Re:	21st Century Holding Company
	Amendment #1 to Preliminary Proxy Statement on Schedule 14A
	Filed May 24, 2005
	File Number 0-25001

Dear Mr. Widdicombe:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.



SCHEDULE 14A

Possible Future Issuances of Common Stock Pursuant to Our Notes
and
Warrants, page 16
1. We note your response to comments 6 and 7.  Please revise your
range to demonstrate the effects on your common stock if the price
trends downward significantly.  For example, you may consider
revising the worst case to be 50% lower than the base case
scenario
with incremental changes as appropriate.  Also, we note a
discrepancy
between the courtesy copy and Edgar filed copy of the revised
preliminary proxy statement.  The Edgar copy includes the
information
in the text and the courtesy copy includes it as an attachment.
There should be no discrepancy between courtesy and Edgar copies.
Furthermore we ask that you provide this information in the text
rather than as an attachment.  Please revise accordingly in your
next
revised preliminary proxy statement.

Effect of Failure to Comply with Nasdaq Rule, page 19
2. In the first paragraph under this section, please revise to
explain the Nasdaq rule to which you refer.  Please include an
explanation of Nasdaq rule 4350 (i).
3. We note your response to comments 9 and 10.  We note from
section
12 of the purchase agreement you may not cause the issuance of
common
stock or securities convertible into shares of common stock if the
shares could equal 20% or more of the shares outstanding without
obtaining shareholder approval.  Also, we note your disclosure on
page 20 that even if you do not obtain shareholder approval, the
issuance of shares will be valid.  Please revise to eliminate this
inconsistency.
4. In addition, please revise to eliminate the inconsistency which
results from your discussion of Nasdaq delisting as this becomes a
problem only if you issue shares without obtaining shareholder
approval.

*	*	*

	As appropriate, please amend your proxy statement in response
to
these comments.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please contact Albert Lee at (202) 551-3654 or me at (202)
551-
3715 with any other questions.

								Sincerely,



								Jeffrey Riedler
								Assistant Director

cc:	Nina S. Gordon
	Broad and Cassel
	7777 Glades Road, Suite 300
	Boca Raton, Florida 33434

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Richard A. Widdicombe
21st Century Holding Company
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