21st Century Holding Company
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT

I, James G. Jennings III, certify that:

1. I have reviewed this  quarterly  report on Form 10-Q of 21st Century  Holding
Company;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

      a)  Designed  such  disclosure  controls  and  procedures,  or caused such
      disclosures  controls and procedures to be designed under our supervision,
      to ensure that material information relating to the registrant,  including
      its consolidated subsidiaries,  is made known to us by others within those
      entities,  particularly  during the  period in which this  report is being
      prepared;

      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  and  presented  in  this  report  our  conclusions  about  the
      effectiveness of the disclosure controls and procedures,  as of the end of
      the period covered by this report based on such evaluation; and

      c)  Disclosed  in this  report  any  change in the  registrant's  internal
      control over  financial  reporting that occurred  during the  registrant's
      most recent fiscal quarter (the registrant's  fourth fiscal quarter in the
      case of an annual report) that has materially  affected,  or is reasonably
      likely to  materially  affect,  the  registrant's  internal  control  over
      financial reporting; and;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

      a) All significant  deficiencies and material  weaknesses in the design or
      operation  of  internal   control  over  financial   reporting  which  are
      reasonably likely to adversely affect the registrant's  ability to record,
      process, summarize and report financial information; and

      b) Any fraud,  whether or not material,  that involves management or other
      employees who have a significant role in the registrant's internal control
      over financial reporting.

Date: November 14, 2005.

/s/ James G. Jennings, III

Chief Financial Officer