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): July 25, 2006


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

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

   300 Crescent Court, Suite 1110, Dallas, Texas                  75201
- ------------------------------------------------------   -----------------------
     (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 July 25, 2006, the Issuer issued a press release announcing that the
Delaware  Chancery Court's order approving the agreement with all of the parties
to the lawsuit filed by Craig Davis (the "Lawsuit"), which agreement settled the
Lawsuit and all claims relating thereto,  became final and  non-appealable as of
July 25, 2006. The time for appeal of the court's order expired on Monday,  July
24, 2006.

         The press  release  also  disclosed  that the board of directors of the
Issuer set July 28, 2006 as the record date for determining  which  shareholders
will be entitled to participate in a distribution  of the settlement fund (after
payment of certain legal fees and expenses)  established in accordance  with the
terms of the  settlement  of the Lawsuit.  Shareholders  of record as of July 28
will  receive the  distribution.  The payment  date and per share  amount of the
distribution  will be finalized  following the actual  funding of the settlement
fund. Payment of the distribution is expected to be made on August 11, 2006 or a
date as soon thereafter as practicable.

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

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)      Exhibits

EXHIBIT NUMBER    DESCRIPTION

99.1              Press Release, dated July 25, 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: July 26, 2006                          By: /s/ John P. Murray
                                                 -------------------------------
                                             Name: John P. Murray
                                             Title: Chief Financial Officer

EX-99.1

PRESS RELEASE                          Source: New Century Equity Holdings Corp.

NEW CENTURY EQUITY HOLDINGS CORP. ANNOUNCES THAT SETTLEMENT OF SHAREHOLDER
LITIGATION IS FINAL AND NON-APPEALABLE

Tuesday July 25, 12:26 pm ET

BOARD OF DIRECTORS SETS RECORD DATE FOR SETTLEMENT DISTRIBUTION

DALLAS--(BUSINESS WIRE)--July 25, 2006--New Century Equity Holdings Corp.
(OTCBB:NCEH - NEWS; "NCEH") announced today that the Delaware Chancery Court's
order approving the agreement with all of the parties to the lawsuit filed by
Craig Davis (the "Lawsuit"), which agreement settled the Lawsuit and all claims
relating thereto, became final and non-appealable as of today, July 25, 2006.
The time for appeal of the court's order expired on Monday, July 24, 2006.

In addition, the board of directors of NCEH has set July 28, 2006 as the record
date for determining which shareholders will be entitled to participate in a
distribution of the settlement fund (after payment of certain legal fees and
expenses) established in accordance with the terms of the settlement of the
Lawsuit. NCEH shareholders of record as of July 28 will receive the
distribution. The payment date and per share amount of the distribution will be
finalized following the actual funding of the settlement fund. Payment of the
distribution is expected to be made on August 11, 2006 or a date as soon
thereafter as practicable.

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 New Century Equity Holdings Corp. to be materially different
from any future results, performance or achievements expressed or implied by
forward-looking statements. Refer to New Century Equity Holdings Corp.'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 New Century Equity Holdings Corp. assumes no obligation to update
such statements.

CONTACT:
New Century Equity Holdings Corp.
Steven J. Pully, 214-661-7488
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Source: New Century Equity Holdings Corp.