Exhibit 31.2

Certification

I, Keith D. Schneck,
certify that:


1.  I have reviewed
this quarterly report on Form 10-Q of Neoware Systems, Inc.;


2.  Based on my
    knowledge, this report does not contain any untrue statement of a material
    fact or omit to state a material fact necessary to make the statements made,
    in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;


3.  Based on my
    knowledge, the financial statements, and other financial information included
    in this report, fairly present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;


4.  The registrants
    other certifying officer and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:


a) Designed
    such disclosure controls and procedures, or caused such disclosure controls
    and procedures to be designed under our supervision, to ensure that material
    information relating to the registrant, including its consolidated subsidiaries,
    is made known to us by others within those entities, particularly during
the period in which this report is being prepared;


b) Evaluated
    the effectiveness of the registrants disclosure controls and procedures
    and presented in this report our conclusions about the effectiveness of the
    disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and


c) Disclosed
    in this report any change in the registrants internal control over
    financial reporting that occurred during the registrants most recent
    fiscal quarter (the registrants fourth fiscal quarter in the case of
    an annual report) that has materially affected, or is reasonably likely to
    materially affect, the registrants internal control over financial
reporting;


5.  The registrants
    other certifying officer and I have disclosed, based on our most recent evaluation
    of internal control over financial reporting, to the registrants auditors
    and the audit committee of the registrants board of directors (or persons
performing the equivalent functions):


a) all
    significant deficiencies and material weaknesses in the design or operation
    of internal control over financial reporting which are reasonably likely
    to adversely affect the registrants ability to record, process, summarize
and report financial information; and


b) any
    fraud, whether or not material, that involves management or other employees
    who have a significant role in the registrants internal control over
  financial reporting.


|                       |  |                                                         
|---------------------- |  | --------------------------------------------------------
|Date: May
    17, 2004 |  |                                                         
|                       |  |                                                         
|                       |  | /s/ KEITH
    D. SCHNECK                                
|                       |  |                                                         
|                       |  | Keith D.
    Schneck                                    
|                       |  | Executive
    Vice President and Chief Financial Officer
|                       |  | (Principal
    Financial Officer)                       



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