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

                                   FORM 12B-25
                           NOTIFICATION OF LATE FILING

                                                                 SEC File Number
                                                                     0-250011

                                                                   CUSIP Number
                                                                    90136Q 10 0


(Check one):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form
10-QSB [ ] Form N-SAR

               For Period Ended:   September 30, 1998

               [ ] Transition Report on Form 10-K
               [ ] Transition Report on Form 20-F 
               [ ] Transition Report on Form 11-K 
               [ ] Transition Report on Form 10-Q 
               [ ] Transition Report on Form N-SAR

               For Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:



                                     PART I
                             REGISTRANT INFORMATION

        Full Name of Registrant: 21st Century Holding Company

        Former Name if Applicable:  N/A

        Address of Principal Executive Office (STREET AND NUMBER): 4161 N.W.
        5th Street

        City, State and Zip Code: Plantation, Florida 33317



                                     PART II
                             RULES 12B-25(B) AND (C)

        If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

               (a)    The reasons described in reasonable detail in Part III of
                      this form could not be eliminated without unreasonable
                      effort or expense;

        [X]    (b)    The subject annual report, semi-annual report,
                      transition report on Form 10-K, Form 20-F, Form 11-K or
                      Form N-SAR, or portion thereof will be filed on or before
                      the 15th calendar day following the prescribed due date;
                      or the subject quarterly report or transition report on
                      Form 10-Q, 10-QSB, or portion thereof will be filed on or
                      before the fifth calendar day following the prescribed due
                      date; and

               (c)    The accountants statement or other exhibit required by
                      Rule 12b-25(c) has been attached if applicable.


                                    PART III
                                    NARRATIVE

        State below in reasonable detail the reasons why Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.

        The report could not be filed within the prescribed period as a result
of the determination that a change needed to be made in the manner in which the
Company recognized certain ceding commission income.



                                     PART IV
                                OTHER INFORMATION

             (1) Name and telephone number of person to contact in regard to
this notification

                 EDWARD J. LAWSON               (954) 581-9993              
                 ----------------               --------------------------------
                 (Name)                         (Area Code) (Telephone Number)

             (2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).

             [X]  Yes  [ ] No

             (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof:
             [ ]  Yes  [X] No

             If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

                          21ST CENTURY HOLDING COMPANY
                          ----------------------------
                  (Name of Registrant as Specified in Charter)

                                       2



Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


        Date:  December 21, 1998                By: /S/ EDWARD J. LAWSON
                                                   -------------------------
                                                    Edward J. Lawson, President