Form 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL
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1. Name and Address of Reporting Person* Lawson, Edward J.	2. Issuer Name and Ticker or Trading Symbol 21st Century Holding Company   (TCHC)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable)       _X_ Director                            _X_ 10% Owner _X_ Officer (give title below)   ___ Other (specify below) Chief Executive Officer and President
(Last)             (First)            (Middle) 4161 NW 5 Street	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year 02/24/2003
(Street) Plantation, Florida 33317		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City)             (State)             (Zip)	Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transactions (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2003		S (1)		1,500	D	9.90
Common Stock	02/24/2003		S (1)		500	D	9.91	538,089	D
Common Stock								538,089	I	By Spouse, Michele V Lawson

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instructions 4(b)(v).
	Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	(Over) SEC 1474 (9-02)

FORM 4 (continued)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr.3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/ Day/Year)

3A. Deemed Execution Date, if any (Month/ Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.3,4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options

06/04/2003 (2)

06/04/2008

Common Stock

100,000

12.50

100,000

D

Options

06/04/2003 (2)

06/04/2008

Common Stock

50,000

12.50

50,000

I

By Spouse

Options

06/05/2002 (3)

06/05/2011

Common Stock

3,000

10.00

3,000

D

Options

06/05/2002 (3)

06/05/2011

Common Stock

3,000

10.00

3,000

I

By Spouse

Options

06/06/2001 (4)

06/06/2010

Common Stock

3,000

10.00

3,000

D

Options

06/06/2001 (4)

06/06/2010

Common Stock

3,000

10.00

3,000

I

By Spouse

Options

09/16/1999 (5)

09/16/2008

Common Stock

16,000

10.00

16,000

D

Options

09/16/1999 (5)

09/16/2008

Common Stock

10,000

10.00

10,000

I

By Spouse

Explanation of Responses:

1. This proposed sale is pursuant to a previously adopted plan dated 12/30/2002 intended to comply with Rule 10B5-1C.
2. The options vest 20% per year beginning June 4, 2003.
3. The options vest 25% per year beginning June 5, 2002.
4. The options vest 25% per year beginning June 6, 2001.
5. The options vest 25% per year beginning September 16, 1999.

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	/s/ Edward J. Lawson **Signature of Reporting Person Edward J. Lawson	02/25/2003  Date
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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