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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                   FORM 10-Q/A

                              --------------------

(Mark One)

   X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
-------  THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended December 31, 2000

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
-------  THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________.


                        Commission File Number: 000-21240
                         -------------------------------

                              NEOWARE SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)




           Delaware                                         23-2705700
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                                400 Feheley Drive
                       King of Prussia, Pennsylvania 19406
                    (Address of principal executive offices)

                                 (610) 277-8300
               (Registrant's telephone number including area code)
                   ------------------------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                               Yes  X      No
                                  -----        -----

As of February 5, 2001, there were 10,275,913 outstanding shares of the
Registrant's Common Stock.


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                                EXPLANATORY NOTE


         This Form 10-Q/A amends the Form 10-Q for the quarter ended December
31, 2000 filed by the Company on February 13, 2001, to include Part II, Item 4.
No other information included in the original report on Form 10-Q is amended by
this Form 10-Q/A.


                                     PART II


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On December 7, 2000, the Company held its Annual Meeting of Stockholders. The
Stockholders voted to elect five members to the Board of Directors and to ratify
the selection of Arthur Andersen LLP as the Company's independent accountant for
the fiscal year ending June 30, 2001.

Elected to the Board of Directors were Arthur R. Spector (9,183,508 shares voted
for election and 32,140 shares were withheld), Michael G. Kantrowitz (9,180,708
shares voted for election and 34,940 shares were withheld), Christopher G.
McCann (9,182,708 shares voted for election and 32,940 shares were withheld),
John M. Ryan (9,184,508 shares voted for election and 31,140 shares were
withheld), and Carl G. Sempier (9,184,508 shares voted for election and 31,140
shares were withheld).

The selection of Arthur Andersen LLP as the Company's independent accountant was
ratified with 9,170,368 shares voting in favor of ratification, 31,420 shares
voting against ratification and 13,860 shares abstaining.



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                                   SIGNATURES

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 thereunder duly authorized.


                                  NEOWARE SYSTEMS, INC.



Date:  February 14, 2001          By: /S/ MICHAEL G. KANTROWITZ
                                  -----------------------------
                                          Michael G. Kantrowitz
                                          President and Chief Executive Officer



Date:  February 14, 2001          By: /S/ VINCENT T. DOLAN
                                  ------------------------
                                          Vincent T. Dolan
                                          Chief Financial Officer
                                          (Principal Accounting Officer and
                                          Principal Financial Officer)
















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