21st CENTURY HOLDING COMPANY
                        3661 West Oakland Park Boulevard
                                    Suite 300
                         Lauderdale Lakes, Florida 33311

                                  May 23, 2005

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

            Re:    21st Century Holding Company
                   Preliminary Proxy Statement
                   2005 Annual Meeting of Shareholders

Ladies and Gentlemen:

      This letter is being provided in connection with the filing of an amended
preliminary proxy statement for the 2005 annual meeting of shareholders of 21st
Century Holding Company (the "Company"). In that regard, the Company hereby
acknowledges as follows:

      o     The Company is responsible for the adequacy and accuracy of the
            disclosure in the preliminary proxy statement, as amended, and as
            filed in definitive form;

      o     Staff comments or changes in disclosure made in response to staff
            comments in the preliminary proxy statement, as amended, and as
            filed in definitive form, do not foreclose the Commission from
            taking any action with respect to the filings; and

      o     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.

                                        Very truly yours,


                                        /s/ J. Gordon Jennings, III
                                        ----------------------------------------
                                        J. Gordon Jennings, III
                                        Chief Financial Officer