Schedule 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 07 )*


21st Century Holding Company
(Name of Issuer)

Common Stock, $.01 Par Value
(Title of Class of Securities)

90136Q100
(CUSIP Number)


Calendar Year 2005
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
[ ]  Rule 13d-1(b)
[ ]  Rule 13d-1(c)
[ X ]  Rule 13d-1(d)
 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



SCHEDULE 13G
CUSIP No. 90136Q100
  1. Names of Reporting Persons.
Michele V. Lawson
I.R.S. Identification Nos. of above persons (entities only).
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  [    ]       (b)  [    ]
  3. SEC USE ONLY
  4. Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:		 5. Sole Voting Power
451,321
6. Shared Voting Power
618,641
7. Sole Dispositive Power
451,321
8. Shared Dispositive Power
618,641
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,069,962 (1)
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [    ]
  11. Percent of Class Represented by Amount in Row (9)
16.1% (2)
  12. Type of Reporting Person
IN


         1. Represents 430,645 shares of Common Stock owned directly by Michele Lawson; 20,676 shares of Common Stock beneficially owned by Michele Lawson pursuant to immediately exercisable stock options; 526,892 shares of Common Stock owned directly by Edward Lawson, Michele Lawson's spouse; 66,324 shares of Common Stock beneficially owned by Edward Lawson, Michele Lawson's spouse, pursuant to immediately exercisable stock options; and 25,425 shares of Common Stock held as custodian for a minor child.
         
         2. Calculated on the basis of 6,579,266 shares of Common Stock outstanding on December 31, 2005.


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Item 1.

 

(a)

Name of Issuer

         21st Century Holding Company

 

(b)

Address of Issuer's Principal Executive Offices

3661 West Oakland Park Blvd, Suite 300
Lauderdale Lakes, Florida 33311


Item 2.

 

(a)

Name of Person Filing

Michele V. Lawson

 

(b)

Address of Principal Business Office or, if none, Residence

3661 West Oakland Park Blvd, Suite 300
Lauderdale Lakes, Florida 33311

 

(c)

Citizenship

U.S.A.

 

(d)

Title of Class of Securities

Common Stock, $.01 Par Value

 

(e)

CUSIP Number

90136Q100


Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

[    ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

[    ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

[    ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

[    ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

[    ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

[    ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

[    ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

[    ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

[    ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[    ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.

Ownership.

 

(a)

Amount beneficially owned:

         1,069,962 (1)

 

(b)

Percent of class:

         16.1% (2)

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

         451,321

 

 

(ii)

Shared power to vote or to direct the vote

         618,641

 

 

(iii)

Sole power to dispose or to direct the disposition of

         451,321

 

 

(iv)

Shared power to dispose or to direct the disposition of

         618,641


Item 5.

Ownership of Five Percent or Less of a Class

          If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].


Instruction: Dissolution of a group requires a response to this item.

         Not Applicable


Item 6.

Ownership of More than Five Percent on Behalf of Another Person

                  Not Applicable


Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

                  Not Applicable


Item 8.

Identification and Classification of Members of the Group

                  Not Applicable


Item 9.

Notice of Dissolution of Group

         


Item 10.

Certifications

                  


SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Date:   February 8, 2006
  By: /s/ Michele V. Lawson
      Michele V. Lawson
 


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