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 ACT OF 1934

May 8, 2001
(Date of earliest event reported)

21st CENTURY HOLDING COMPANY
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(Exact name of registrant as specified in its charter)

Florida 000-25001 65-0248866
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(State or other jurisdiction of (Commission File I.R.S. Employer of
incorporation) Number) Identification No.

4161 N.W. 5th Street, Plantation, Florida 33317
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(Address of Principal Executive Offices)(Zip Code)

(954) 581-9993
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(Registrant's telephone number, including area code)

Item 5. Other Events

The purpose of this Report on Form 8-K is to reflect changes to the
beneficial ownership of the common stock, par value, $0.01 (the "Common Stock")
of 21st Century Holding Company (the "Company") due to recent sales by certain
former 10% beneficial stockholders. These sales effectively increase the number
of shares in the "public float" and thereby increase the "market value of public
float" as defined by the Nasdaq National Market. In order for the Company to
maintain its listing on the Nasdaq National Market, the Company is required to
maintain a "market value of public float" of $5.0 million or more.

The following table sets forth, as of May 9, 2001 information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person who is known by the Company to beneficially own 5% or more of the
Company's outstanding Common Stock, (ii) the Company's Chief Executive Officer
("CEO") and each of the other "named executive officers" (as confirmed in the
Executive Compensation-Summary Compensation Table in the Company's Definitive
Proxy Statement for its 2001 Annual Meeting of Shareholders), (iii) each
director of the Company, and (iv) all directors and executive officers of the
Company as a group.

Number of Shares Percent of
Beneficially Class
Name and Address of Beneficial Owner (1) Owned (2) Outstanding (3)
- ------------------------------------------------------ --------------- ---------------

Edward J. Lawson (4)................................................... 1,087,728 34.2%
Michele V. Lawson (5).................................................. 1,087,728 34.2
Joseph A. Epstein (6).................................................. 3,950 *
Robert E. McNally (7).................................................. 42,156 1.3
Bruce F. Simberg (8)................................................... 47,250 1.5
Samuel A. Milne (9).................................................... 5,000 *
All directors and executive officers as a group (6 persons)............ 1,186,084 37.2

5% or greater holders:
Wallace J. Hilliard (10)............................................... 302,680 9.6
2610 Bulrush Lane
Naples, FL 34105
Ronald A. Raymond...................................................... 309,159 9.8
P.O. Box 6037
Fort Lauderdale, FL 33310
Hilliard Family Foundation, Inc. 199,800 6.3
8040 Willard Drive
Suite 205
Green Bay, WI 54304
Carla L. Leonard ...................................................... 184,407 5.8
1966 S.W. 105 Avenue
Davie, FL 33324

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* Less than 1%.

(1) Except as otherwise indicated, the address of each person named in the
table is c/o 21st Century Holding Company, 4161 N.W. 5th Street, Avenue,
Plantation, Florida 33317.

(2) Except as otherwise indicated, the persons named in this table have sole
voting and investment power with respect to all shares of Common Stock
listed, which include shares of Common Stock that such persons have the
right to acquire a beneficial interest in within 60 days from the date of
this report.

(3) At the close of business on May 9, 2001 there were 3,165,201 common shares
outstanding.

(4) Includes 526,889 shares of Common Stock held of record by Mrs. Lawson,
2,500 shares of Common Stock held jointly by Mr. and Mrs. Lawson, 16,950
shares held in an account for a minor, 8,750 shares of Common Stock
issuable upon the exercise of stock options held by Mr. Lawson and 5,750
shares of Common Stock issuable upon the exercise of stock options held by
Mrs. Lawson.

(5) Includes 526,889 shares of Common Stock held of record by Mr. Lawson, 2,500
shares of Common Stock held jointly by Mr. and Mrs. Lawson, 16,950 shares
held in an account for a minor, 5,750 shares of Common Stock issuable upon
the exercise of stock options held by Mrs. Lawson and 8,750 shares of
Common Stock issuable upon the exercise of stock options held by Mr.
Lawson.

(6) Includes 1,700 shares of Common Stock held in Mr. Epstein's IRA and 2,250
shares of Common Stock issuable upon the exercise of stock options held by
Mr. Epstein.

(7) Includes 3,250 shares of Common Stock issuable upon the exercise of stock
options held by Mr. McNally.

(8) Includes 2,250 shares of Common Stock issuable upon the exercise of stock
options held by Mr. Simberg.

(9) Includes 5,000 shares of Common Stock issuable upon the exercise of stock
options held by Mr. Milne.

(10) Includes 280,980 shares of Common Stock held by a trust, 9,300 held by
Hilliard Limited Partnership in which Mr. Hilliard is a general partner,
8,000 shares of Common Stock held in an irrevocable trust account, and
4,400 shares of Common Stock held in Mr. Hilliard's IRA.

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 10, 2001 By: /s/ Samuel A. Milne
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Title: Chief Financial Officer