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: May 3, 2007

(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 May 3, 2007, 21^st Century Holding Company (the “Company”) issued a press release to report its results for its fiscal quarter ended March 31, 2007. 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 May 3, 2007.

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: May 3, 2007	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 May 3, 2007.

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

FIRST QUARTER EARNINGS OF $0.11 PER SHARE

Lauderdale Lakes, Florida, May 3, 2007 - 21st Century Holding Company (Nasdaq: TCHC), today reported results for the quarter ended March 31, 2007 (see attached tables).

For the three months ended March 31, 2007, the Company reported net income of $842,805, or $0.11 per share on 7,958,366 average undiluted shares outstanding, as compared to net income of $6,013,312, or $0.88 per share on 6,844,859 average undiluted shares outstanding in the same three-month period last year. On a diluted share basis, the Company reported earnings of $0.10 per share, based on 8,187,310 average diluted shares outstanding, as compared to $0.83 per share on 7,238,311 average diluted shares outstanding for the three months ended March 31, 2006.

Net premiums earned increased $0.6 million or 2.6% to $22.4 million for the three months ended March 31, 2007, as compared to $21.8 million for the same three-month period last year.

Total revenues increased $0.5 million or 1.9% to $25.6 million for the three months ended March 31, 2007, as compared to $25.1 million for the same three-month period last year.

Edward J. (Ted) Lawson, Chairman, CEO, and President, said,“While these earnings are not as robust as we had anticipated for our first quarter, our management team and I believe that the company remains strong and well positioned for future growth and profitability. However, after considering significant factors that are expected to impact our earnings for calendar year 2007, annual Company guidance is hereby amended from $4.50 per share to $2.00 to $2.50 per share.”

Mr. Lawson continued, “In my opinion, the primary factors considered for lowering guidance at this time are 1) the State of Florida has politicized the entire rate making process and 2) the State’s insurance carrier, Citizens Property Insurance Corporation, is now using rates that do not take into consideration the cost of private reinsurance and income tax expense while at the same time attracting new business since they are no longer considered the carrier of last resort, thereby hurting us in our ability to compete in a free enterprise system.”

The Company will hold an investor conference call at 4:30 PM (ET) today, May 3, 2007. 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 7067460. 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 general liability insurance homeowners’ property and casualty insurance, flood insurance and personal automobile 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, South Carolina, Missouri and Arkansas offering the same general liability products. The Company is licensed and has the facilities to market and underwrite other insurance carriers’ lines of business, as well as to process and adjust claims for third party insurance carriers. 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 March 31,
Revenue:	2007			2006
Gross premiums written	$	49,190,729		$	35,609,073
Gross premiums ceded		(5,787	)		--
Net premiums written		49,184,942			35,609,073
(Decrease) in prepaid reinsurance premiums		(16,972,078	)		(8,671,572	)
(Increase) in unearned premiums		(9,839,836	)		(5,130,061	)
Net change in prepaid reinsurance premiums and unearned premiums		(26,811,914	)		(13,801,633	)
Net premiums earned		22,373,028			21,807,440
Finance revenue		186,661			636,026
Managing general agent fees		618,211			657,968
Net investment income		1,568,610			1,196,265
Net realized investment (losses) gains		(128,132	)		196,211
Other income		966,657			620,799
Total revenue		25,585,035			25,114,709
Expenses:
Loss and loss adjustment expenses		14,102,655			7,568,843
Operating and underwriting expenses		3,965,773			2,304,245
Salaries and wages		1,556,252			1,837,961
Interest expense		85,000			228,884
Policy acquisition costs, net of amortization		4,607,964			3,918,052
Total expenses		24,317,644			15,857,985
Income before provision for income tax expense		1,267,391			9,256,724
Provision for income tax expense		424,586			3,243,412
Net income	$	842,805		$	6,013,312
Basic net income per share	$	0.11		$	0.88
Fully diluted net income per share	$	0.10		$	0.83
Weighted average number of common shares outstanding		7,958,366			6,844,859
Weighted average number of common shares outstanding (assuming dilution)		8,187,310			7,238,311
Dividends paid per share	$	0.18		$	0.12

21st CENTURY HOLDING COMPANY

Other Selected Data

(Unaudited)

Balance Sheet

	Period Ending
	03/31/07		12/31/06
Total Cash & Investments	$	147,013,580	$	142,750,333
Total Assets	$	218,585,122	$	212,133,886
Unpaid Loss and Loss Adjustment Expense	$	48,181,255	$	39,615,478
Total Liabilities	$	151,912,168	$	145,940,468
Total Shareholders’ Equity	$	66,672,954	$	66,193,418
Common Stock Outstanding		7,959,330		7,896,919
Book Value Per Share	$	8.38	$	8.38

Premium Breakout
	3 Months Ending
Line of Business	03/31/07		03/31/06
	(Dollars in thousands)
Homeowners’	$	39,864	$	23,103
General Liability		8,150		8,220
Automobile		1,177		4,286
Gross Written Premiums	$	49,191	$	35,609

Commercial General Liability
Written Premium by State
		3 Months Ending
State		03/31/07		03/31/06
		(Dollars in thousands)
Florida	$	5,624	$	6,567
Georgia		297		335
Kentucky		1		--
Louisiana		1,202		1,318
South Carolina		44		--
Texas		967		--
Virginia		15		--
Gross Written Premiums	$	8,150	$	8,220

Loss Ratios
	3 Months Ending
Line of Business	03/31/07			03/31/06
Homeowners’		70.19	%		25.64	%
General Liability		32.08	%		22.59	%
Automobile		189.63	%		71.95	%
All Lines		63.03	%		34.70	%