1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
21st Century Holding Co.
______________________________________________________________________
(Name of Issuer)
Common Stock, $.01 Par Value
______________________________________________________________________
(Title of Class of Securities)
90136Q100
______________________________________________________________________
(CUSIP Number)
October 22, 2004
______________________________________________________________________
(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 262,100
------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 296,620
------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER
0
_____________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
296,620
_____________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
_____________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5%
_____________________________________________________________________
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
Dean Witter III
_____________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
_____________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
153 East 53rd Street
51st Floor
New York, New York 10022-4611
_____________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 262,100
------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 296,620
------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER
0
_____________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
296,620
_____________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
_____________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5%
_____________________________________________________________________
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:
4161 N W 5th Street
Plantation, FL 33317
Item 2(a) Names of Persons Filing:
William D. Witter, Inc.
Dean Witter III
Item 2(b) Addresses of Principal Business Offices:
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: 296,620
(b) Percent of Class: 5%
(c) Number of Shares as to Which such Person has:
(i) Sole power to vote or direct the vote
262,100
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the
disposition of
296,620
(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: November 10, 2004
WILLIAM D. WITTER, INC.
By:/s/ DEAN WITTER III
Dean Witter III
President
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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. Dean Witter III
is the President of William D. Witter, Inc.