Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DORF CARL
  2. Issuer Name and Ticker or Trading Symbol
21ST CENTURY HOLDING CO [TCHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3661 WEST OAKLAND PARK BLVD., SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2003
(Street)

LAUDERDALE LAKES, FL 33311
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/03/2003(1)   L   33.8983 A (1) $ 12.39 6,033.8983 (2) I Held by Dorf Trust (1)
Common Stock 09/03/2003(1)   L   35.263 A (1) $ 15.4 6,069.1613 (2) I Held by Dorf Trust (1)
Common Stock 12/02/2003(1)   L   39.3338 A (1) $ 15.43 6,108.4951 (2) I Held by Dorf Trust (1)
Common Stock 08/18/2004(3)   S   286 D (3) $ 19.9 8,734.4951 (2) I Held by Dorf Trust (3)
Common Stock 08/18/2004(3)   S   500 D (3) $ 19.91 7,984.4951 (2) I Held by Dorf Trust (3)
Common Stock               14,250 (2) I Held by Dorf Partners 2001 LP
Common Stock               1,500 (2) I Held jointly with spouse (4)
Common Stock               900 (2) I Held by Spouse's child (5)
Common Stock               59,400 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (6) $ 8.333 (2)             06/04/2003 06/04/2008 Common Stock 15,000 (2)   15,000 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DORF CARL
3661 WEST OAKLAND PARK BLVD., SUITE 300
LAUDERDALE LAKES, FL 33311
  X      

Signatures

 /s/ Carl Dorf   10/22/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares acquired through a dividend reinvestment option on the account, which shares were inadvertently omitted from the previously reported total.
(2) All share totals have been adjusted for the issuer's 3-for-2 stock split in September 2004.
(3) Shares owned with spouse that were subsequently transferred to an account controlled by the reporting person's spouse. Shares sold were sold due to margin call by broker. The reporting person disclaims beneficial ownership of these shares.
(4) Shares remaining jointly owned with spouse.
(5) The reporting person no longer has investment authority over this account and disclaims beneficial ownership of these shares.
(6) The options are fully vested.

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