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): December 4, 2006

                         CT HOLDINGS ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                  0-18718                    75-2432011
     (State of other       (Commission File Number)         (IRS employer
     jurisdiction of                                   identification number)
      incorporation)

                TWO LINCOLN CENTRE, 5420 LBJ FREEWAY, SUITE 1600
                       DALLAS, TEXAS                75240
               (Address of principal executive offices)(Zip Code)

       Registrant's telephone number, including area code: (214) 520-9292

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))


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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

In connection with an Asset Purchase Agreement (the "Asset Purchase Agreement")
between Citadel Security Software Inc. ("Citadel") and McAfee, Inc., we entered
into an Agreement dated as of December 4, 2006 (the "Agreement") with Citadel,
effective upon the closing of the transactions contemplated by the Asset
Purchase Agreement. Pursuant to the Agreement with Citadel:

     1.   we and  Citadel  canceled  and  terminated  the  Tax  Disaffiliation
          Agreement  dated as of May 17, 2002, and Transition Services Agreement
          dated  as  of  May  17,  2002  between  us  and  Citadel;
     2.   each party  released  the  other  from  all outstanding liabilities to
          each  other;
     3.   Citadel  assigned  to  us  causes  of  action  and  rights  of Citadel
          related to claims against Citadel's insurance carrier related to prior
          litigation;
     4.   we waived  any  and  all  rights  in  and  to  any  of  the  assets
          transferred  by  Citadel pursuant to the Asset Purchase Agreement; and
     5.   we waived  any  prohibition  or  restriction  to  the  transactions
          contemplated  by  the  Asset  Purchase  Agreement  set  forth  in  the
          Agreement and Plan of Distribution dated as of May 17, 2002 between us
          and  Citadel  or  otherwise.

This Agreement with Citadel is included as Exhibit 10.1 to this Report and the
foregoing description is qualified in its entirety by reference to the exhibit.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits. The following exhibits are filed as part of this report:

10.1  Agreement between the Registrant and Citadel Security Software Inc., dated
as of December 4, 2006.


SIGNATURE

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

CT Holdings Enterprises, Inc. (Registrant)


By: /s/ STEVEN B. SOLOMON
        Steven B. Solomon
        Chief Executive Officer

Dated as of December 8, 2006


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