8-K

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


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                        Date of Report: December 7, 2004
                        (Date of earliest event reported)


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


           Florida                     0-2500111                65-0248866
- ----------------------------    ------------------------   ------------------
(State or other jurisdiction    (Commission File Number)    (I.R.S. Employer
     of incorporation)                                     Identification No.)


      3661 West Oakland Park Blvd., Suite 300
                Lauderdale Lakes, FL                            33311
- ------------------------------------------------------   ------------------
      (Address of principal executive offices)                (Zip Code)


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

                                 NOT APPLICABLE
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4( c) under the
      Exchange Act (17 CFT 240.13e-4( c))


Item 1.01 Entry Into a Material Definitive Agreement.

21st Century Holding Company (the "Company") has entered into a First
Modification Agreement (the "First Modification") between the Company and Edward
J. Lawson, President and Chairman of the Board of the Company. The First
Modification, which was approved by the independent directors of the Company on
and is dated effective December 7, 2004, amends certain provisions of Mr.
Lawson's Employment Agreement with the Company dated September 1, 1998, as
follows:

      o     The "Base Salary" was amended to reduce Mr. Lawson's annual salary
            to $117,000 from $156,000, effective October 18, 2004.

      o     The "Automobile Allowance" was increased to $1,125 per month from
            $300 per month, effective January 1, 2005.

The First Modification Agreement is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated by reference herein.

In addition, the Employment Agreement of Michele Lawson, Mr. Lawson's spouse and
an employee of the Company, was amended to increase her annual salary to
$117,000 from $78,000 and to increase her car allowance to $1,125 per month from
$300 per month.

Item 9.01.  Financial Statements and Exhibits.

      (c)   Exhibits.

      10.1  First Modification Agreement, dated as of December 7, 2004 between
            21st Century Holding Company and Edward J. Lawson


                                   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 13, 2004           By: /s/  RICHARD A. WIDDICOMBE
                                       ----------------------------
                                   Name:  Richard A. Widdicombe
                                   Title: Chief Executive Officer
                                          (Principal Executive Officer)

Date:  December 13, 2004           By: /s/ JAMES GORDON JENNINGS, III
                                       ----------------------------------
                                   Name:  James Gordon Jennings, III
                                   Title: Chief Financial Officer
                                   (Principal Accounting and Financial Officer)


                                 EXHIBIT INDEX


Exhibit No.      Exhibit Title
- -----------      -------------
        10.1     First Modification Agreement, dated as of December 7, 2004
                 between 21st Century Holding Company and Edward J. Lawson

EX-10.1

                                                                    Exhibit 10.1

                          FIRST MODIFICATION AGREEMENT

      This MODIFICATION AGREEMENT ("Modification") is entered into this 7 day of
December, 2004 by and among EDWARD J. LAWSON as Executive (the "Executive"), and
21st Century Holding Company (the "Company").

WITNESSETH;

      WHEREAS, pursuant to that certain Employment Agreement dated as of
September 1, 1998 by and among the Executive and the Company (the "Agreement"),
the Company agrees to employ and the Executive agrees to be employed; and

      WHEREAS, all terms used herein and not otherwise defined in the Agreement
shall have the meaning set forth herein; and

      WHEREAS, the Executive and the Company desire to modify and amend the
Agreement as hereinafter set forth.

      NOW, THEREFORE, in consideration of the covenants, conditions and
agreements contained in the Agreement, the parties hereto intending to be
legally bound, hereby agree as follows:

      1.    "Base Salary" as defined under the Compensation section in the
            Agreement is hereby amended in its entirety to read as follows:

                  Effective October 18, 2004, the Executive shall receive a base
                  salary at the annual rate of $117,000, subject to adjustment
                  in accordance with this Paragraph 2.1 (the "Base Salary"). The
                  Base Salary shall be payable in substantially equal
                  installments consistent with the Company's normal payroll
                  schedule, subject to applicable withholding and other taxes.
                  Commencing on the first anniversary of the Commencement Date,
                  and each anniversary of the Commencement Date thereafter
                  during the Term, the Base Salary shall be increased, but shall
                  not be decreased, by that percentage by which the Consumer
                  Price Index (All Items Less Shelter), Urban Wage Earners and
                  Clerical Workers, for the Miami, Florida area published by the
                  United States Government (the "Index") for the immediately
                  preceding calendar year exceeds such index for the next
                  preceding calendar year. If publication of the Index is
                  discontinued, the parties hereto shall accept comparable
                  statistics on the cost of living for the Miami, Florida area
                  as computed and published by an agency of the United States
                  government or, if no such agency computes and publishes such
                  statistics, by any regularly published national periodical
                  that does compute and publish such statistics.

      2.    "Automobile Allowance" as defined under the Compensation section of
            the Agreement is hereby amended in its entirety to read as follows:

                  Effective January 1, 2005 and throughout the Term of this
                  Agreement, the Company will pay Executive an automobile
                  allowance in the amount of $1,125.00 per month. Such
                  automobile allowance shall be for no more than one automobile
                  and shall include all expenses related thereto, including,
                  without limitation, lease expenses, maintenance and insurance.


      3.    The principal office of the Company shall hereby be amended to 3661
            West Oakland Park Boulevard, Suite 300, Lauderdale Lakes, Florida
            33311.

      4.    Agreement Ratification. All terms, conditions and covenants of the
            Agreement, not otherwise modified herein, are hereby ratified and
            confirmed and this Modification, when executed by the parties
            hereto, shall become a part of the Agreement and shall have the same
            force and effect as if the terms and conditions hereof were
            originally incorporated in the Agreement prior to the execution
            thereof.

      IN WITNESS WHEREOF, this Modification Agreement is executed by the
undersigned parties as of the day and year first set forth above.

                                        EXECUTIVE:


                                        /s/ Edward J. Lawson
                                        ----------------------------------------
                                        EDWARD J. LAWSON


                                        21ST CENTURY HOLDING COMPANY


                                        By /s/ Richard A. Widdicombe
                                          --------------------------------------
                                        Name:  RICHARD A. WIDDICOMBE
                                        Title: CHIEF EXECUTIVE OFFICER