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 5, 2005
                        (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 of           (Commission File Number)         (I.R.S. Employer Identification No.)
             incorporation)


       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.

The  Independent  Directors  Committee  of 21st  Century  Holding  Company  (the
"Company")  has  approved  a salary  increase  and an option  grant to  purchase
100,000  shares of the  Company's  common  stock to Edward J.  Lawson due to his
appointment to serve as the Company's Chief Executive  Officer.  Mr. Lawson also
retains his  positions  as  President  and Chairman of the Board of the Company.
Effective as of December 5, 2005,  Mr.  Lawson's  annual salary was increased to
$175,000 from $117,000.  The exercise price for Mr.  Lawson's  options is $15.79
per share and the options  vest  ratable  over a five year period with the first
vesting period  beginning on December 5, 2006. The options expire on December 5,
2011.

This increase in Mr. Lawson's compensation amends his employment agreement dated
September 9, 1998, with the Company.  All other terms,  conditions and covenants
of his employment agreement remain in full force and effect.

The  Independent  Directors  Committee  also  approved an option grant of 10,000
shares of the Company's common stock to J. Gordon  Jennings,  III, the Company's
Chief Financial Officer.  The exercise price for Mr. Jennings' options is $15.79
per share and the options  vest  ratable  over a five year period with the first
vesting period  beginning on December 5, 2006. The options expire on December 5,
2011.



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 9, 2005             By: /s/   JAMES GORDON JENNINGS, III
                                        ----------------------------------
                                    Name:  James Gordon Jennings, III
                                    Title: Chief Financial Officer
                                    (Principal Accounting and Financial Officer)