Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 2)*

                          21st CENTURY HOLDING COMPANY
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                 (CUSIP Number)

                                December 31, 2006
             (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)
[X]    Rule 13d-1(c)
[_]    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 in 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

CUSIP No. 90136Q100

1.   Names of Reporting  Persons/  I.R.S.  Identification  Nos. of Above Persons
     (entities only):
                                 LEON G. COOPERMAN


2.  Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)   [_]
         (b)   [X]

3.  SEC  Use  Only


4.  Citizenship or Place of Organization:



Number of             5.  Sole Voting Power:                  -0-
Shares Bene-
ficially              6.  Shared Voting Power                 -0-
Owned by
Each Report-          7.  Sole Dispositive Power:             -0-
ing Person
With                  8.  Shared Dispositive Power            -0-


9.  Aggregate Amount Beneficially Owned by Each Reporting Person:


10.  Check Box if the Aggregate Amount in Row (9) Excludes
     Certain Shares [_]


11.  Percent of Class Represented by Amount in Row (9):



12.  Type of Reporting Person




Item 1(a) Name of Issuer:

         21st Century Holding Company (the "Issuer").

Item 1(b) Address of the Issuer's Principal Executive Offices:

         3661 W. Oakland Park Blvd
         Suite 300
         Lauderdale Lakes, FL 33313

Item 2(a) Name of Person Filing:

     This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman").

     Mr.  Cooperman  is  the  Managing  Member  of  Omega   Associates,   L.L.C.
("Associates"),  a limited  liability  company  organized  under the laws of the
State of Delaware.  Associates is a private  investment firm formed to invest in
and act as general  partner of  investment  partnerships  or similar  investment
vehicles.  Associates is the general partner of limited  partnerships  organized
under the laws of Delaware known as Omega Capital  Investors,  L.P.  ("Investors
LP") and Omega Equity Investors,  L.P. ("Equity LP"). These entities are private
investment  firms engaged in the purchase and sale of securities  for investment
for their own accounts.

     Mr. Cooperman is the ultimate  controlling person of Associates,  Investors
LP, and Equity LP.

Item 2(b) Address of Principal Business Office or, if None, Residence:

     The  address of the  principal  business  office of each of Mr.  Cooperman,
Investors  LP, and Equity LP is 88 Pine Street,  Wall Street Plaza - 31st Floor,
New York, New York 10005.

Item 2(c) Citizenship:

     Mr. Cooperman is a United States citizen.

Item 2(d) Title of Class of Securities:

     Common Stock (the "Shares")

Item 2(e) CUSIP Number: 90136Q100

Item 3.  If  this  statement  is  filed  pursuant  to  Sections   240.13d-1(b)or
         240.13d-2(b)or (c):

     This Item 3 is not applicable.

Item 4.  Ownership:

Item  4(a) (b) Amount Beneficially Owned and Percent of Class:



Item 4(c) Number of Shares as to which such person has:

     (i) Sole power to vote or to direct the vote:      -0-

     (ii) Shared power to vote or to direct the vote:   -0-

     (iii) Sole power to dispose or to direct the disposition of:   -0-

     (iv) Shared power to dispose or to direct the disposition of:  -0-

Item 5.  Ownership of Five Percent or Less of a Class:

     If this  statement  is being filed to report 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[X ]

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

     This Item 6 is not applicable.

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company:

     This Item 7 is not applicable.

Item 8. Identification and Classification of Members of the Group:

     This Item 8 is not applicable.

Item 9.  Notice of Dissolution of Group:

     This Item 9 is not applicable.

Item 10. Certification:

     By  signing  below  the I certify  that,  to the best of my  knowledge  and
belief, the securities  referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing  the control of the
Issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.



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.

DATED: February 8, 2007 as of December 31, 2006

LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Investors, L.P.and
Omega Equity Investors, L.P.,

  Alan M. Stark
  Power of Attorney on file