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): May 12, 2004 (May 12, 2004)

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

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

10101 Reunion Place, Suite 970, San Antonio, Texas (Address of Principal Executive Offices)		78216 (Zip Code)

Registrant’s telephone number, including area code: (210) 302-0444

Item 7. Financial Statements and Exhibits

(a)

Financial Statements of Businesses Acquired

Not applicable.

(b)

Pro Forma Financial Information

Not applicable.

(c)

Exhibits

	Exhibit		Description


	99.1		Press Release, dated May 12, 2004

Item 12. Results of Operations and Financial Condition

On May 12, 2004, the Company issued a press release announcing its results of operations for the three months ended March 31, 2004. A copy of the press release is attached as Exhibit 99.1.

The press release included as Exhibit 99.1 to this Current Report on Form 8-K is being furnished pursuant to Item 12 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Act of 1934, as amended, and Section 11 of the Securities Act of 1933, as amended, or otherwise subject to the liabilities of those sections. This Current Report will not be deemed an admission by the Company as to the materiality of any information in this report that is not required to be disclosed solely by Item 12. The Company does not undertake a duty to update the information in this Current Report and cautions that the information included in this Current Report is current only as of May 12, 2004 and may change thereafter.

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.

Date: May 12, 2004

NEW CENTURY EQUITY HOLDINGS CORP.

By: /s/ DAVID P. TUSA
       ——————————————
       Name: David P. Tusa
       Title:   Executive Vice President,
                   Chief Financial Officer and
                   Corporate Secretary

INDEX TO EXHIBITS

	Exhibit Number		Description


	99.1		Press Release, dated May 12, 2004