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: March 23, 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 
       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 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition.

On March 23, 2005, 21st Century Holding Company (the "Company") issued a press
release to report its results for its fiscal year ended December 31, 2004. 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 9.01 Financial Statements and Exhibits.

      (a)   Exhibits.

      99.1  21st Century Holding Company Press Release, dated March 23, 2005.



                                   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: April 5, 2005                 By: /s/ Richard A. Widdicombe
                                        -----------------------------
                                    Name: Richard A. Widdicombe
                                    Title: Chief Executive Officer
                                         (Principal Executive Officer)

Date: April 5, 2005                 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 March 23, 2005.