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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
ANDRE RICHARD A
  2. Issuer Name and Ticker or Trading Symbol
21ST CENTURY INSURANCE GROUP [TW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
3. Date of Earliest Transaction (Month/Day/Year)
09/27/2007
(Street)

 
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(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 Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/27/2007   D   7,050 D $ 22 (1) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 29.25 09/27/2007   D     12,000   (2) 03/24/2008 Common Stock 12,000 (2) 0 D  
Employee Stock Option (Right to Buy) $ 17.813 09/27/2007   D     12,000   (2) 05/25/2009 Common Stock 12,000 (2) 0 D  
Employee Stock Option (Right to Buy) $ 22.125 09/27/2007   D     16,000   (2) 05/23/2010 Common Stock 16,000 (2) 0 D  
Employee Stock Option (Right to Buy) $ 16.5 09/27/2007   D     41,569   (2) 11/08/2010 Common Stock 41,569 (2) 0 D  
Employee Stock Option (Right to Buy) $ 18.15 09/27/2007   D     57,214   (2) 06/06/2011 Common Stock 57,214 (2) 0 D  
Employee Stock Option (Right to Buy) $ 16.03 09/27/2007   D     59,601   (2) 02/27/2012 Common Stock 59,601 (2) 0 D  
Employee Stock Option (Right to Buy) $ 11.68 09/27/2007   D     70,478   (2) 02/26/2013 Common Stock 70,478 (2) 0 D  
Employee Stock Option (Right to Buy) $ 14.4 09/27/2007   D     68,218   (2) 02/25/2014 Common Stock 68,218 (2) 0 D  
Employee Stock Option (Right to Buy) $ 14.27 09/27/2007   D     83,515   (2) 02/16/2015 Common Stock 83,515 (2) 0 D  
Employee Stock Option (Right to Buy) $ 16.8 09/27/2007   D     62,370   (2) 02/22/2016 Common Stock 62,370 (2) 0 D  
Employee Stock Option (Right to Buy) $ 16.8 09/27/2007   D     31,185   (3) 02/22/2016 Common Stock 31,185 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ANDRE RICHARD A

 
      Senior Vice President  

Signatures

 Ronald S. Veltman with Power of Attorney for Richard A. Andre   10/01/2007
**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) These shares were cancelled pursuant to the Agreement and Plan of Merger, dated as of May 15, 2007, among 21st Century Insurance Group (the "Company"), American International Group, Inc. ("AIG) and AIG TW Corp. ("Merger Sub"), as amended pursuant to Amendment No. 1 to Agreement and Plan of Merger, dated as of June 8, 2007, among the Company, AIG and Merger Sub (the "Merger Agreement"), in exchange for the per share merger consideration of $22.00.
(2) Each option was to vest on or before the first anniversary of the merger and was therefore cancelled pursuant to the Merger Agreement in exchange for the excess, if any, of $22.00 per share over the exercise price per share under such option.
(3) Each option was to vest after the first anniversary of the merger and was therefore cancelled pursuant to the Merger Agreement in exchange for restricted stock units of AIG common stock of an equivalent value.

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