8-K

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                                  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): August 16, 2004


                        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: (210) 302-0444
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ITEM 5.       OTHER EVENTS AND REQUIRED FD DISCLOSURE

            On  August  16,  2004,  New  Century  Equity   Holdings  Corp.  (the
"Company")  issued a press  release  announcing  the  filing of a lawsuit in the
Chancery Court of New Castle County,  Delaware asserting direct claims, and also
derivative claims on the Company's behalf, against five former and three current
directors of the Company.  The Company also announces the  resignation of Justin
Ferrero from his position as a member of the Board of Directors because of other
business  interests.  A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference into this Item.

ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)    Exhibits

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

99.1                    Press Release, dated August 16, 2004.









                                    SIGNATURE

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

                                              NEW CENTURY EQUITY HOLDINGS CORP.



Date:  August 16, 2004                        By: /s/ John P. Murray
                                                  ------------------------------
                                                  Name:  John P. Murray
                                                  Title: Chief Financial Officer

EX-99.1

PRESS RELEASE                                                           EX. 99.1


TO BUSINESS EDITOR:

            NEW CENTURY EQUITY HOLDINGS CORP. ANNOUNCES LAWSUIT AND
                            RESIGNATION OF DIRECTOR

            DALLAS,  August  16/PRNewswire - FirstCall/ - New Century Equity
Holdings Corp.  (OTC Bulletin  Board:  NCEH)  announced  today that Craig Davis,
allegedly a shareholder of New Century,  filed a complaint in the Chancery Court
of New Castle County,  Delaware.  The complaint asserts direct claims,  and also
derivative claims on New Century's behalf, against five former and three current
directors of the company.  The individual  defendants are Parris H. Holmes, Jr.,
C. Lee Cooke, Jr., Justin Ferrero, Gary D. Becker, J. Stephen Barley, Stephen M.
Wagner, Mark E. Schwarz and Steven J. Pully; New Century is a nominal defendant.
In his complaint,  Mr. Davis seeks the appointment of a guardian for New Century
under Section 226(a) of the Delaware General  Corporation Law. Mr. Davis alleges
that  different  director  defendants  breached  their  fiduciary  duties to New
Century.  The allegations  involve,  among other things,  transactions  with and
payments to Mr.  Holmes,  and whether  New Century  operated as an  unregistered
investment  company.  New Century is currently  evaluating Mr. Davis' complaint.
Prior to the filing of the  complaint,  New  Century  had  commenced a review of
various transactions involving former management, including, among other things,
the payment of  approximately  $600,000 to Mr.  Holmes  pursuant to a restricted
stock agreement.

            New Century also announced  today that Justin Ferrero  resigned from
his  position  as a member of the  Board of  Directors,  effective  immediately,
because of other business interests.

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


SOURCE  New Century Equity Holdings Corp.
08/16/2004
/CONTACT:  Steven J.  Pully,  Chief  Executive  Officer  of New  Century  Equity
Holdings Corp.,
+1-214-661-7474/
/First Call Analyst: /
/ FCMN Contact: /
/web site:  http://www.newcenturyequity.com/
(NCEH)