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

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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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