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


                        SCHEDULE 13G


          Under the Securities Exchange Act of 1934
                      (Amendment No. 3)*



                     21st Century Holding Co.
______________________________________________________________________

                        (Name of Issuer)


                  Common Stock, $.01 Par Value
______________________________________________________________________

                 (Title of Class of Securities)


                           90136Q100
______________________________________________________________________

                         (CUSIP Number)

                        December 31, 2005
______________________________________________________________________

      (Date of Event Which Requires Filing of This Statement)         



Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

[x]  Rule 13d-1(b)

[ ]  Rule 13d-1(c)

[ ]  Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).


                       Page 1 of 8 Pages







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CUSIP No.  90136Q100            13G            Page 2 of 8 Pages



1	NAME OF REPORTING PERSON
	S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	William D. Witter, Inc.
	132-87-9276
_____________________________________________________________________

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) [  ]
                                                          (b) [  ]
_____________________________________________________________________

3	SEC USE ONLY
_____________________________________________________________________

4	CITIZENSHIP OR PLACE OF ORGANIZATION

	One Citicorp Center
	153 East 53rd Street
	New York, New York 10022-4611


NUMBER OF         5	SOLE VOTING POWER

SHARES			422,383
		      ------------------------------------------------
BENEFICIALLY	6	SHARED VOTING POWER  

OWNED BY                0
                  ------------------------------------------------
EACH   		7	SOLE DISPOSITIVE POWER

REPORTING               458,483
                  ------------------------------------------------
PERSON WITH       8	SHARED DISPOSITIVE POWER

                        0
_____________________________________________________________________

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	458,483
_____________________________________________________________________

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
        SHARES*                                                 [ ]
_____________________________________________________________________

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	7.16%
_____________________________________________________________________

12	TYPE OF REPORTING PERSON

	IA






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CUSIP No. 90136Q100            13G            Page 3 of 8 Pages


1	NAME OF REPORTING PERSON
	S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Victor Ugolyn
	
_____________________________________________________________________

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                           (b)  [X]
_____________________________________________________________________

3	SEC USE ONLY
_____________________________________________________________________

4	CITIZENSHIP OR PLACE OF ORGANIZATION

	One Citicorp Center
	153 East 53rd Street
	New York, New York 10022-4611
_____________________________________________________________________

NUMBER OF         5	SOLE VOTING POWER

SHARES			422,383
		------------------------------------------------
BENEFICIALLY	6	SHARED VOTING POWER  

OWNED BY                0
		------------------------------------------------
EACH   		7	SOLE DISPOSITIVE POWER

REPORTING               458,483
		------------------------------------------------
PERSON WITH       8	SHARED DISPOSITIVE POWER

                        0
_____________________________________________________________________

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	458,483
_____________________________________________________________________

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
	SHARES*							[ ]
_____________________________________________________________________

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	7.16%
_____________________________________________________________________

12	TYPE OF REPORTING PERSON

	IN








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SCHEDULE 13G				    Page 4 of 8 Pages



Item 1(a)    Name of Issuer:

             21st Century Holding Co.


Item 1(b)    Address of Issuer's Principal Executive Offices:

             3661 West Oakland Park Blvd.
	     Suite 300
             Lauderdale Lakes, FL 33311

Item 2(a)    Names of Persons Filing:

             William D. Witter, Inc.
             Victor Ugolyn


Item 2(b)    Address of Principal Business Office:

             153 East 53rd Street
             51st Floor
             New York, New York 10022

Item 2(c)    Citizenship:

             New York

Item 2(d)    Title of Class of Securities:

             Common Stock
	
Item 2(e)    CUSIP Number:

             90136Q100






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SCHEDULE 13G                                 Page 5 of 8 Pages



Item 3  If This Statement is Filed Pursuant to Rule 13d-1(b), or
        13d-2(b) or (c), Check Whether the Person Filing is a:


        (a)   [ ]  Broker or dealer registered under Section 15 of
                     the Exchange Act.

        (b)   [ ]  Bank as defined in Section 3(a)(6) of the
                     Exchange Act.

        (c)   [ ]  Insurance company as defined in Section 3(a)(19)
                     of the Exchange Act.

        (d)   [ ]  Investment company registered under Section 8 of
                     the Investment Company Act.

        (e)   [X]  An investment adviser in accordance with Rule
                     13d-1(b)(1)(ii)(E);

        (f)   [ ]  An employee benefit plan or endowment fund in 
                     accordance with Rule 13d-1(b)(1)(ii)(F);
		
        (g)   [ ]  A parent holding company or control person in
                     accordance with Rule 13d-1(b)(1)(ii)(G);

        (h)   [ ]  A savings association as defined in Section
                     3(b) of the Federal Deposit Insurance Act;

        (i)   [ ]  A church plan that is excluded from the
                     definition of an investment company under
                     Section 3(c)(14) of the Investment Company Act;

        (j)   [ ]  Group,in accordance with Rule 13d-1(b)(1)(ii)(J).


If this statement is filed pursuant to rule 13d-1(c), check this box
                                                            [ ]

See Exhibit A attached hereto.





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SCHEDULE 13G                                  Page 6 of 8 Pages

Item 4	Ownership:

Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.

        (a) Amount Beneficially Owned:          458,483

        (b)	Percent of Class:               7.16%

        (c)	Number of Shares as to Which such Person has:

                (i)   Sole power to vote or direct the vote

                      422,383

                (ii)  Shared power to vote or to direct the vote

                      0

                (iii) Sole power to dispose or to direct the
                      disposition of

                      458,483

                (iv)  Shared power to dispose or to direct the
                      disposition of

                      0

Item 5	Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following:  [ ]

Item 6	Ownership of More than Five Percent on Behalf of Another
            Person:

The shares owned directly by Witter, Inc. are held on behalf of
various clients of the firm. These clients have the right to
receive or power to direct the receipt of dividends from, or the
proceeds, from the sale of, such securities.

Item 7	Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:

See Exhibit A attached hereto.
			
Item 8	Identification and Classification of Members of a Group:

Not applicable

Item 9	Notice of Dissolution of Group:

Not applicable











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SCHEDULE 13G				    Page 7 of 8 Pages






Item 10 Certification:

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of such
securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purpose
or effect.




			SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.


Date:	January 20, 2006			



					WILLIAM D. WITTER, INC.



					By:/s/ VICTOR UGOLYN   					
					     Victor Ugolyn
					   President and CEO

					






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SCHEDULE 13G                              Page 8 of 8 Pages




EXHIBIT A

This Exhibit explains the relationship between the Reporting Persons.
William D. Witter, Inc. is a New York corporation registered as an
investment adviser under the Advisers Act. Witter, Inc. serves as an
investment adviser for individuals and institutions. Victor Ugolyn
is the President and CEO of William D. Witter, Inc.