8-K

                                  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 (Date of earliest event reported): April 13, 2006


                        New Century Equity Holdings Corp.
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               (Exact Name of Registrant as Specified in Charter)

         Delaware                     000-28536                 74-2781950
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(State or Other Jurisdiction         (Commission               (IRS Employer
     of Incorporation)               File Number)            Identification No.)

   300 Crescent Court, Suite 1110, Dallas, Texas                  75201
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     (Address of Principal Executive Offices)                   (Zip Code)

       Registrant's telephone number, including area code: (214) 661-7488
                                                           --------------

         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 CFR 240.13e-4(c))






ITEM 8.01. OTHER EVENTS.

         On April 13, 2006, the Issuer announced that it reached an agreement
with all of the parties to the lawsuit filed by Craig Davis (the "Lawsuit") to
settle the Lawsuit and all claims relating thereto. The principal terms of the
settlement (the "Settlement") include, but are not limited to, the following:
(a) the Issuer's insurance carrier will contribute to a settlement fund (the
"Settlement Fund") in connection with the Settlement and also reimburse the
Issuer for certain legal and professional fees, which will also be contributed
to the Settlement Fund, (b) Parris H. Holmes, Jr., the former Chief Executive
Officer and a former director of the Issuer will contribute $150,000 to the
Settlement Fund, (c) Counsel for the plaintiff in the Lawsuit has requested
payment of $935,000 for fees and expenses relating to the Lawsuit from the
Settlement Fund and the defendants in the Lawsuit have agreed not to object to
the award of such fees and expenses, (d) the balance in the Settlement Fund
after payment of legal fees to counsel for the plaintiff is estimated to be
approximately $2.26 million, which amount will be distributed to stockholders of
the Issuer after the final approval of the Settlement by the Delaware Chancery
Court. A record date will be established following approval of the Settlement by
the Delaware Chancery Court. Stockholders of the Issuer as of the record date
will be entitled to participate in the distribution from the Settlement Fund,
however, the former directors of the Issuer who were parties to the Settlement
will not be entitled to receive any distributions from the Settlement Fund.
Approval of the Settlement by the Delaware Chancery Court is expected to take
two to four months.

         Through March 31, 2006, the Issuer had incurred approximately $1.6
million in legal and professional fees in connection with the Lawsuit in excess
of the $500,000 retention provided for under the Issuer's insurance policy. The
Issuer plans to vigorously pursue reimbursement for the legal and professional
fees which the Issuer's insurance carrier has not yet agreed to reimburse.

         A copy of the press release announcing the Settlement is attached as an
exhibit hereto.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d)      Exhibits

Exhibit Number    Description
- --------------    -----------

99.1              Press Release, dated April 13, 2006.








                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this current report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                         NEW CENTURY EQUITY HOLDINGS CORP.



Date: April 18, 2006                     By:  /s/ John P. Murray
                                            --------------------------------
                                            Name:  John P. Murray
                                            Title: Chief Financial Officer

EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE:


             NEW CENTURY EQUITY HOLDINGS CORP. ANNOUNCES PRELIMINARY
                   AGREEMENT TO SETTLE SHAREHOLDER LITIGATION



DALLAS, TEXAS, April 13, 2006 -- New Century Equity Holdings Corp. (OTCBB: NCEH)
("NCEH") announced today that it reached an agreement with all of the parties to
the lawsuit  filed by Craig Davis (the  "Lawsuit") to settle the Lawsuit and all
claims   relating   thereto.   The  principal   terms  of  the  settlement  (the
"Settlement") are as follows:

     -   NCEH's  insurance  carrier will  contribute  to a settlement  fund (the
         "Settlement Fund") in connection with the Settlement and also reimburse
         NCEH for  certain  legal  and  professional  fees,  which  will also be
         contributed to the Settlement Fund.

     -   Parris H. Holmes, Jr., the former Chief Executive Officer and a former
         director of NCEH will contribute $150,000 to the Settlement Fund.

     -   Counsel  for the  plaintiff  in the Lawsuit  has  requested  payment of
         $935,000  for  fees  and  expenses  relating  to the  Lawsuit  from the
         Settlement  Fund and the  defendants  in the Lawsuit have agreed not to
         object to the award of such fees and expenses.

     -   The  balance  in the  Settlement  Fund  after  payment of legal fees to
         counsel  for the  plaintiff  is  estimated  to be  approximately  $2.26
         million, which amount will be distributed to stockholders of NCEH after
         the final  approval of the Settlement by the Delaware  Chancery  Court.
         The former  directors of NCEH who were parties to the  Settlement  will
         not be entitled to receive any distributions from the Settlement Fund.

As part of the Settlement, each of the parties has agreed to a release of claims
in  connection  with the  Lawsuit.  Approval of the  Settlement  by the Delaware
Chancery Court is expected to take two to four months.

Through March 31, 2006,  NCEH had incurred  approximately  $1.6 million in legal
and  professional  fees in connection with the Lawsuit in excess of the $500,000
retention  provided for under NCEH's insurance policy.  NCEH plans to vigorously
pursue  reimbursement for the legal and professional fees which NCEH's insurance
carrier has not yet agreed to reimburse.

Some   statements  in  this  press  release  may   constitute   "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Such  forward-looking  statements  involve  known and  unknown  risks,
uncertainties  and other factors that may cause the actual results,  performance
or  achievements  of NCEH to be materially  different  from any future  results,
performance or achievements expressed or implied by forward-looking  statements.
Refer to NCEH's filings with the Securities and Exchange  Commission for further



discussion of such factors.  The  forward-looking  statements are made as of the
date of this  press  release  and NCEH  assumes  no  obligation  to update  such
statements.