Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
LAWSON EDWARD J
 2. Issuer Name and Ticker or Trading Symbol
21ST CENTURY HOLDING CO [TCHC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
PRESIDENT & CHAIRMAN
(Last)
(First)
(Middle)

3661 WEST OAKLAND PARK BLVD, SUITE 300		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


LAUDERALE LAKES, FL 33311		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 07/01/2003   G5 1,500 (1) D $ (2) 824,060 D  
Common Stock 07/01/2003   G5 1,500 (1) D $ (2) 822,560 D  
Common Stock 11/23/2004   G 3,600 D $ (2) 818,960 D  
Common Stock             681,713 I By Spouse Michele V Lawson
Common Stock             25,425 I In custodial acct of minor child

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options               (3)   (3) Common Stock
66,324
  66,324
D
 
Options               (4)   (4) Common Stock
20,676
  20,676
I
By Spouse Michele V Lawson

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAWSON EDWARD J
3661 WEST OAKLAND PARK BLVD
SUITE 300
LAUDERALE LAKES, FL 33311		   X   X   PRESIDENT & CHAIRMAN  

Signatures

Edward J Lawson 02/14/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Total shares disposed of (gifted) reported is post-split (3-for-2 split in September 2004); actual amount of shares disposed of (gifted) pre-split was 1,000.
(2) Gifted stock was inadvertently unreported due to an administrative oversight.
(3) Mr. Lawson has 44,216 stock options granted to him with various grant dates, expiration dates, vesting schedules and grant prices.
(4) Mrs. Lawson has 13,784 stock options granted to her with various grant dates, expiration dates, vesting schedules and grant prices.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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