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: August 2, 2006

(Date of earliest event reported)

21^ST CENTURY HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Florida	0-2500111	65-0248866
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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):

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On August 2, 2006, 21^st Century Holding Company (the “Company”) issued a press release to report its results for its fiscal quarter ended June 30, 2006. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is hereby intended to be furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.” As provided in General Instruction B.6 of SEC Form 8-K, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits.

(c)	Exhibits.
99.1	21st Century Holding Company Press Release, dated August 2, 2006.

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: August 2, 2006	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
99.1	21st Century Holding Company Press Release, dated August 2, 2006.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:

Edward J. Lawson, CEO, President and Chairman, 21^st Century Holding Company

(954) 308-1257 or (954) 581-9993

21^st CENTURY HOLDING COMPANY REPORTS

2^ND QUARTER RECORD RESULTS WITH EARNINGS OF $1.20 PER SHARE

Lauderdale Lakes, Florida, August 2, 2006 - 21st Century Holding Company (Nasdaq: TCHC), today reported record results for the quarter ended June 30, 2006 (see attached tables).

For the three months ended June 30, 2006, the Company reported net income of $8,904,559, or $1.20 per share on 7,427,765 undiluted shares, versus net income of $3,023,541 or $0.48 per share on 6,349,182 undiluted shares in the same three-month period last year beating Company guidance of $1.00 per share. On a diluted share basis, the Company reported earnings of $1.19 per share, based on 7,465,896 average diluted shares outstanding for the same three month period as compared to $0.46 per share based on 6,620,510 average diluted shares outstanding for the three months ended June 30, 2005.

For the six months ended June 30, 2006, the Company reported net income of $14,917,871, or $2.02 per share on 7,370,592 undiluted shares versus net income of $8,843,821 or $1.43 per share on 6,171,134 undiluted shares in the same six month period last year. On a diluted share basis, the Company reported earnings of $1.89 per share, based on 7,880,251 average diluted shares outstanding for the same six month period as compared to $1.35 per share based on 6,550,789 average diluted shares outstanding for the six months ended June 30, 2005.

Net premiums earned increased $6.9 million or 31.3% to $28.7 million for the three months ended June 30, 2006, as compared to $21.9 million for the same three-month period last year. Net premium earned increased $9.8 million or 24.1% to $50.5 million for the six months ended June 30, 2006, as compared to $40.7 million for the same six month period last year.

Total revenues increased $7.7 million or 31.2% to $32.3 million for the three months ended June 30, 2006, as compared to $24.6 million for the same three-month period last year. Total revenues increased $11.0 million or 23.5% to $57.5 million for the six months ended June 30, 2006, as compared to $46.5 million for the same six month period last year.

Edward J. (Ted) Lawson, Chairman, CEO, and President, said,“I am extremely pleased with our results for the second quarter. These record results reflect the continued, successful execution of our business plan. 21^st Century has been able to generate revenues and profits from each of its lines of business written, while allowing us to effectively manage expenses and provide the highest level of customer and agent care. Barring any hurricanes hitting Florida, our outlook for the remainder of the year remains positive and we will update guidance as each quarter progresses.”

The Company will hold an investor conference call at 4:30 PM (ET) today, August 2, 2006. Mr. Lawson and Mr. J. Gordon Jennings III, CFO, will discuss the financial results and review the outlook for the Company. Messrs. Lawson and Jennings invite interested parties to participate in the conference call. Listeners can access the conference call by dialing toll free 888-460-6235, conference ID 3760248. Please call at least five minutes in advance to ensure that you are connected prior to the presentation. A replay of the conference call will be available for 7 days at 800-642-1687.

About the Company

The Company, through its subsidiaries, underwrites standard and non-standard personal automobile insurance, flood insurance, general liability insurance, mobile home insurance and homeowners’ property and casualty insurance in the State of Florida. The Company underwrites general liability coverage as an admitted carrier in the States of Louisiana, Texas and Alabama for more than 300 classes of business, including special events. The Company also operates as an approved (non-admitted) carrier in the States of Georgia, Kentucky, Virginia and South Carolina offering the same general liability products. In addition, the Company has underwriting authority and processes claims for third party insurance companies. In addition to insurance services, the Company offers premium finance services to its insureds as well as insureds of certain third party insurance companies.

Safe harbor statements under the Private Securities Litigation Reform Act of 1995: Statements in this press release that are not historical fact are forward-looking statements that are subject to certain risks and uncertainties that could cause actual events and results to differ materially from those discussed herein. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the other negative variations thereof or comparable terminology are intended to identify forward-looking statements. The risks and uncertainties include, without limitation, uncertainties related to estimates, assumptions and projections generally; inflation and other changes in economic conditions (including changes in interest rates and financial markets); pricing competition and other initiatives by competitors; ability to obtain regulatory approval for applications to underwrite in an additional jurisdiction or for requested rate changes, and the timing thereof; legislative and regulatory developments; the outcome of litigation pending against the Company and any settlement thereof; risks related to the nature of the Company’s business; dependence on investment income and the composition of the Company’s investment portfolio; the adequacy of the Company’s liability for loss and loss adjustment expense; insurance agents; claims experience; limited experience in the insurance industry; ratings by industry services; catastrophe losses; reliance on key personnel; weather conditions (including the severity and frequency of storms, hurricanes, tornadoes and hail); changes in driving patterns and loss trends; acts of war and terrorist activities; court decisions and trends in litigation, and health care and auto repair costs; and other matters described from time to time by the Company in releases and publications, and in periodic reports and other documents filed with the United States Securities and Exchange Commission. In addition, investors should be aware that generally accepted accounting principles prescribe when a company may reserve for particular risks, including litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when a reserve is established for a major contingency. Reported results may therefore appear to be volatile in certain accounting periods.

#####

21st CENTURY HOLDING COMPANY

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
Revenue:	2006			2005			2006			2005
Gross premiums written	$	50,752,672		$	31,362,908		$	86,361,745		$	61,459,952
Gross premiums ceded		(3,371,781	)		(2,053,152	)		(3,371,781	)		(4,954,443	)
Net premiums written		47,380,891			29,309,756			82,989,964			56,505,509
Decrease in prepaid reinsurance premiums		(593,089	)		(2,835,083	)		(9,264,661	)		(5,510,378	)
(Increase) in unearned premiums		(18,047,162	)		(4,585,523	)		(23,177,223	)		(10,271,083	)
Net change in prepaid reinsurance premiums and unearned premiums		(18,640,251	)		(7,420,606	)		(32,441,884	)		(15,781,461	)
Net premiums earned		28,740,640			21,889,150			50,548,080			40,724,048
Finance revenue		496,117			937,681			1,132,143			2,042,211
Managing general agent fees		723,020			620,378			1,380,988			1,252,693
Net investment income		1,612,014			910,925			2,808,279			1,803,796
Net realized investment gains		283,341			125,510			479,552			285,033
Other income		486,962			161,913			1,107,761			404,381
Total revenue		32,342,094			24,645,557			57,456,803			46,512,162
Expenses:
Loss and loss adjustment expenses		9,343,158			12,308,775			16,912,001			19,218,772
Operating and underwriting expenses		2,308,331			2,206,281			4,612,576			3,788,812
Salaries and wages		1,772,511			1,580,120			3,610,472			3,158,701
Interest expense		181,403			379,787			410,287			809,931
Policy acquisition costs, net of amortization		4,126,985			3,222,441			8,045,037			7,048,042
Total expenses		17,732,388			19,697,404			33,590,373			34,024,258
Income from cont’d ops before provision for inc tax exp		14,609,706			4,948,153			23,866,430			12,487,904
Provision for income tax expense		5,705,147			1,924,612			8,948,559			4,678,687
Net income from continuing operations		8,904,559			3,023,541			14,917,871			7,809,217
Discontinued operations:
Income from discontinued operations (including gain on disposal of $0 and $1,630,000, respectively)		--			--			--			1,630,000
Provision for income tax expense		--			--			--			595,396
Income from discontinued operations		--			--			--			1,034,604
Net income	$	8,904,559		$	3,023,541		$	14,917,871		$	8,843,821
Basic net income per share from continuing operations	$	1.20		$	0.48		$	2.02		$	1.27
Basic net income per share from discontinued operations	$	--		$	--		$	--		$	0.16
Basic net income per share	$	1.20		$	0.48		$	2.02		$	1.43
Fully diluted net income per share from continuing operations	$	1.19		$	0.46		$	1.89		$	1.19
Fully diluted net income per share from discontinued operations	$	--		$	--		$	--		$	0.16
Fully diluted net income per share	$	1.19		$	0.46		$	1.89		$	1.35
Weighted average number of common shares outstanding		7,427,765			6,349,182			7,370,592,			6,171,134
Weighted average number of common shares outstanding (assuming dilution)		7,465,896			6,620,510			7,880,251,			6,550,789
Dividends declared per share	$	0.12		$	0.08		$	0.24		$	0.16

21st CENTURY HOLDING COMPANY

Other Selected Data

(Unaudited)

Balance Sheet

	Period Ending
	06/30/06		12/31/05
Total Cash & Investments	$	143,715,315	$	106,157,869
Total Assets	$	216,919,555	$	290,154,753
Unpaid Loss and Loss Adjustment Expense	$	31,344,127	$	154,038,543
Total Liabilities	$	155,759,072	$	249,387,383
Total Shareholders’ Equity	$	61,160,483	$	40,767,370
Common Stock Outstanding		7,405,449		6,771,864
Book Value Per Share	$	8.26	$	6.02

Premium Breakout

	6 Months Ending
Line of Business	06/30/06			06/30/05
Automobile		5.7	%		20.9	%
Homeowners’		75.2	%		60.3	%
General Liability		19.1	%		18.8	%
Gross Written Premiums		100.0	%		100.0	%

Loss Ratios

	3 Months Ending						6 Months Ending
Line of Business	06/30/06			06/30/05			06/30/06			06/30/05
Automobile		97.19	%		71.91	%		82.55	%		61.92	%
Homeowners’		25.91	%		62.14	%		26.04	%		47.93	%
General Liability		13.10	%		20.79	%		17.60	%		23.04	%
All Lines		32.51	%		56.23	%		33.46	%		47.19	%