Sec Form 4 Filing - HOLMES PARRIS H JR @ NEW CENTURY EQUITY HOLDINGS CORP - 2004-07-01

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 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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1. Name and Address of Reporting Person HOLMES PARRIS H JR 2. Issuer Name and Ticker or Trading Symbol NEW CENTURY EQUITY HOLDINGS CORP [ NCEH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 10101 REUNION PLACE, SUITE 970 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2004 (Street) SAN ANTONIO, TX78216 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Common Stock Option (Right to Buy) $ 16.844 06/18/2004 U( 2 ) 266,667 ( 1 ) 08/25/2004 Common 266,667 ( 3 ) 0 D Common Stock Option (Right to Buy) $ 16.844 06/18/2004 U( 2 ) 133,333 ( 4 ) 08/25/2004 Common 133,333 ( 3 ) 0 I Options held by Spouse Common Stock Option (Right to Buy) $ 8.313 06/18/2004 U( 2 ) 183,333 ( 5 ) 08/27/2005 Common 183,333 ( 3 ) 0 D Common Stock Option (Right to Buy) $ 8.313 06/18/2004 U( 2 ) 91,667 ( 6 ) 08/27/2005 Common 91,667 ( 3 ) 0 I Options held by Spouse Common Stock Option (Right to Buy) $ 4.5 06/18/2004 U( 2 ) 200,000 ( 7 ) 09/06/2006 Common 200,000 ( 3 ) 0 D Common Stock Option (Right to Buy) $ 4.5 06/18/2004 U( 2 ) 100,000 ( 8 ) 09/08/2006 Common 100,000 ( 3 ) 0 I Options held by Spouse Common Stock Option (Right to Purchase) $ 3.313 06/18/2004 U( 2 ) 33,333 ( 9 ) 06/09/2007 Common 33,333 ( 3 ) 0 D Common Stock Option (Right to Buy) $ 3.313 06/18/2004 U( 2 ) 7,500 ( 10 ) 06/09/2007 Common 7,500 ( 3 ) 0 I Options held by Spouse Common Stock Option (Right to Buy) $ 4.875 06/18/2004 U( 2 ) 200,000 ( 11 ) 04/07/2007 Common 200,000 ( 3 ) 0 D Common Stock Option (Right to Buy) $ 2.031 06/18/2004 U( 2 ) 250,000 ( 12 ) 10/20/2007 Common 250,000 ( 3 ) 0 D Common Stock Option (Right to Buy) $ 1.24 06/18/2004 U( 2 ) 41,667 ( 13 ) 06/01/2007 Common 41,667 ( 3 ) 0 D Common Stock Option (Right to Buy) $ 1.24 06/18/2004 U( 2 ) 833 ( 14 ) 06/01/2007 Common 833 ( 3 ) 0 I Options held by Spouse Common Stock Option (Right to Buy) $ 0.42 06/18/2004 U( 2 ) 450,000 ( 15 ) 12/18/2008 Common 450,000 ( 3 ) 0 D Common Stock Option (Right to Buy) $ 0.42 06/18/2004 U( 2 ) 450,000 ( 16 ) 12/18/2008 Common 450,000 ( 3 ) 0 D Common Stock Option (Right to Buy) $ 0.35 06/18/2004 U( 2 ) 450,000 ( 17 ) 11/27/2009 Common 450,000 ( 3 ) 0 D Common Stock Option (Right to Buy) $ 8.063 08/21/2002 J( 18 ) 106,667 ( 19 ) 08/21/2002 Common 106,667 ( 3 ) 0 D Common Stock Option (Right to Buy) $ 8.063 08/21/2002 J( 20 ) 53,333 ( 21 ) 08/21/2002 Common 53,333 ( 3 ) 0 I Options Held by Spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOLMES PARRIS H JR 10101 REUNION PLACE SUITE 970 SAN ANTONIO, TX78216 Chief Executive Officer Signatures Parris H Holmes Jr. 07/01/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )66,666 shares vested 8/25/97; 66,667 shares vested 8/25/98; 66,666 shares vested 8/25/99 and 66,667 shares vested 8/25/00 ( 2 )Change in Control effective 6/18/04. Per agreement, all outstanding options held by the CEO and spouse are to be cancelled. ( 3 )Stock Option granted under the New Century Equity Holdings Corp. 1996 Employee Comprehensive Stock Plan. ( 4 )100,000 shares vested 8/25/99, and 33,333 shares vested 8/25/00. ( 5 )45,833 shares vested 8/27/98; 45,833 shares vested 8/27/99; 45,833 shares vested 8/2/00, and 45,834 shares vested 8/27/01 ( 6 )45,834 shares vested 8/27/99; 22,917 shares vested 8/27/00; and 22,916 shares vested 8/27/01 ( 7 )50,000 shares vested on each date of 9/8/99, 9/8/00, 9/8/01 and 9/8/02 ( 8 )25,000 shares vested on each date of 9/8/99, 9/8/00, 9/8/01 and 9/8/02 ( 9 )8,334 shares vested 11/8/00; 8,333 shares vested on each date of 11/8/01, 11/8/02 and 11/8/03 ( 10 )1,875 shares vested on each date of 11/8/00, 11/8/01, 11/8/02 and 11/8/03 ( 11 )200,000 shares vested on 4/17/00 ( 12 )62,500 shares vested on each date of 10/20/00, 10/20/01, 10/20/02 and 10/20/03 ( 13 )10,417 shares vested on each date of 5/31/01, 6/1/01 and 6/1/02; and 10,416 shares vested on 6/1/03 ( 14 )208 shares vested on each date of 5/31/01, 6/1/01 and 6/1/02; and 209 shares vested on 6/1/03 ( 15 )112,500 shares vested on each date of 12/18/01, 12/18/02, 12/18/03 and 12/18/04 ( 16 )150,000 shares vested on each date of 12/18/01, 12/18/02 and 12/18/03 ( 17 )112,500 vests on each date of 11/27/02, 11/27/03, 11/27/04 and 11/27/05 ( 18 )106,667 shares remaining on option granted 8/21/96 expired 8/21/02 ( 19 )40,000 shares vested 8/21/98; 66,667 shares vested on 8/21/99. 106,667 shares expired on 8/21/02 ( 20 )53,333 shares Option grant from 8/21/96 expired 2/21/02 ( 21 )53,333 shares vested on 8/21/98 and expired on 8/21/02

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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