================================================================================

                                 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: December 19, 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        (I.r.s. Employer
          Incorporation)                   Number)           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 Cft 240.13E-4( C))

================================================================================


<PAGE>

ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
            -------------------------------------------

On December 19, 2005, 21st Century Holding Company (the "Company")  entered into
a Non-Compete  Agreement (the  "Non-Compete")  and Annual Review  Agreement (the
"Annual Review") (collectively, the "Agreements") with Gordon Jennings, III, the
Company's  Chief  Financial  Office.  These  Agreements  were  approved  by  the
Independent Directors Committee of the Company.

The  Annual  Review  amends the Base  Salary  provision  under the  Compensation
section of the Employment  Agreement  dated June 8, 2004 between the Company and
Mr. Jennings to allow for annual salary  increases up to five percent (5%) based
on a performance review.

The Non-Compete  sets forth  stipulations  that upon a termination of employment
with the Company,  Mr. Jennings may not directly or indirectly  compete with the
Company.

A copy of each of these  Agreements  is attached to this current  report on Form
8-K as Exhibits 10.1 and 10.2 and is incorporated herein by reference.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.
            ----------------------------------

      (c)   Exhibits.
            ---------

      10.1  Non-Compete  Agreement  dated December 19, 2005 between 21st Century
            Holding  Company and J.  Gordon  Jennings,  III

      10.2  Annual Review Agreement dated December 19, 2005 between 21st Century
            Holding Company and J. Gordon Jennings, III


<PAGE>

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:  December 23, 2005                 By: /s/ JAMES GORDON JENNINGS, III
                                             -----------------------------------
                                         Name:   James Gordon Jennings, III
                                         Title:  Chief Financial Officer
                                         (Principal Accounting and Financial
                                                      Officer)


<PAGE>

                                  EXHIBIT INDEX
                                  -------------


Exhibit No.      Exhibit Title
-----------      -------------

      10.1  Non-Compete  Agreement  between 21st Century  Holding Company and J.
            Gordon Jennings, III

      10.2  Annual Review Agreement  between 21st Century Holding Company and J.
            Gordon Jennings, III
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================================================================================

                                 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: December 19, 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        (I.r.s. Employer
          Incorporation)                   Number)           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 Cft 240.13E-4( C))

================================================================================
ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
            -------------------------------------------

On December 19, 2005, 21st Century Holding Company (the "Company")  entered into
a Non-Compete  Agreement (the  "Non-Compete")  and Annual Review  Agreement (the
"Annual Review") (collectively, the "Agreements") with Gordon Jennings, III, the
Company's  Chief  Financial  Office.  These  Agreements  were  approved  by  the
Independent Directors Committee of the Company.

The  Annual  Review  amends the Base  Salary  provision  under the  Compensation
section of the Employment  Agreement  dated June 8, 2004 between the Company and
Mr. Jennings to allow for annual salary  increases up to five percent (5%) based
on a performance review.

The Non-Compete  sets forth  stipulations  that upon a termination of employment
with the Company,  Mr. Jennings may not directly or indirectly  compete with the
Company.

A copy of each of these  Agreements  is attached to this current  report on Form
8-K as Exhibits 10.1 and 10.2 and is incorporated herein by reference.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.
            ----------------------------------

      (c)   Exhibits.
            ---------

      10.1  Non-Compete  Agreement  dated December 19, 2005 between 21st Century
            Holding  Company and J.  Gordon  Jennings,  III

      10.2  Annual Review Agreement dated December 19, 2005 between 21st Century
            Holding Company and J. Gordon Jennings, III
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:  December 23, 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
-----------      -------------

      10.1  Non-Compete  Agreement  between 21st Century  Holding Company and J.
            Gordon Jennings, III

      10.2  Annual Review Agreement  between 21st Century Holding Company and J.
            Gordon Jennings, III