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


                                   FORM 8-K/A
                                 CURRENT REPORT
          PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934


                                DECEMBER 4, 2002
                        (Date of earliest event reported)


                          21st CENTURY HOLDING COMPANY
                          ----------------------------
             (Exact name of registrant as specified in its charter)




                                                                                  
              Florida                                000-25001                          65-0248866
- -------------------------------------      ------------------------------     -------------------------------
(State or other jurisdiction of            (Commission File Number)               I.R.S. Employer of
      incorporation)                                                              Identification No.



                 4161 N.W. 5th Street, Plantation, Florida 33317
                 -----------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)

                                 (954) 581-9993
                                 --------------
              (Registrant's telephone number, including area code)




ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
         ----------------------------------------------

         On December 3, 2002, the Board of Directors of 21st Century Holding
Company (the "Company") recommended and approved the dismissal of its
principal accountants, McKean, Paul, Chrycy, Fletcher and Co. ("McKean"). Also,
on December 3, 2002 the Board of Directors recommended and approved the
replacement firm of De Meo, Young, McGrath as its independent auditors,
effective December 5, 2002.

         The audit reports of McKean on our financial statements for the last
two years did not contain a qualified, adverse or disclaimed opinion.

         During the last two years and subsequent interim periods preceding this
change, there have been no disagreements with McKean on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or
procedure, which, if not resolved to the satisfaction of McKean, would have
caused them to make reference to the subject matter of such disagreements in
connection with issuing their reports. Also, no reportable events, within the
meaning of Item 304(a)(1)(v) of Regulation S-K, has occurred during the two most
recently completed years and subsequent interim periods, preceding this change.

         The Company has provided McKean with these disclosures, and has
requested that they furnish the Company with a letter, addressed to the
Securities and Exchange Commission (the "Commission"), stating whether or not
they agree with the statements contained herein. That letter dated December 12,
2002 is included in this report as Exhibit 16.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
         ---------------------------------

         (a)      None
         (b)      None
         (c)      Exhibits


Exhibit 16.1        Letter addressed to the Securities and Exchange
                    Commission from McKean, Paul, Chrycy, Fletcher and Co.





                                   SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                  21ST CENTURY HOLDING COMPANY

Date:     December 26, 2002        By: /s/ Edward J. Lawson
                                      -----------------------------
                                          Edward J. Lawson
                                  Title:  President and Chief Executive Officer
                                          (Principal Executive Officer)

Date:     December 26, 2002        By: /s/ J.G. Jennings, III
                                      -----------------------------
                                          J.G. Jennings, III
                                  Title:  Chief Financial Officer
                                  (Principal Accounting and Financial Officer)