Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT
TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Neoware Systems, Inc. (the "Company")
  on Form 10-Q for the quarter ended September 30, 2005 as filed with the Securities
  and Exchange Commission on the date hereof (the "Report"), I, Keith D. Schneck,
  Executive Vice President and Chief Financial Officer of the Company, certify,
  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002, that, to such officers
knowledge:


|                                                                                                                                                       | (2) | The Report fully complies with the requirements of section 13(a) or 15(d)
    of the Securities Exchange Act of 1934; and                                                                                               
|------------------------------------------------------------------------------------------------------------------------------------------------------ | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                       |     |                                                                                                                                                                                                                         
|                                                                                                                                                       | (2) | The information contained in the Report fairly presents, in all material
    respects, the financial condition and results of operations of the Company
    as of the dates and for the periods expressed in the Report.
|                                                                                                                                                       |     |                                                                                                                                                                                                                         
|                                                                                                                                                       |     |                                                                                                                                                                                                                         
|/s/ KEITH D. SCHNECK
    Keith D.
        SchneckExecutive Vice President and Chief Financial
  Officer
(Principal Financial Officer)
November 9, 2005

The foregoing certification is being furnished
to the Securities and Exchange Commission pursuant to 18 U.S.C. Section 1350
as an exhibit to the Report and is not being filed as part of the Report or as
a separate
disclosure document.





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