**Exhibit 31.1**

**CERTIFICATION  OF CHIEF EXECUTIVE OFFICER PURSUANT TO**

**SECTION  302 OF THE SARBANES-OXLEY ACT OF 2002**

I,  Klaus Besier, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Neoware, 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)) and internal control over financial reporting  (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)  designed such internal control over financial reporting, or caused such internal  control over financial reporting to be designed under our supervision, to provide  reasonable assurance regarding the reliability of financial reporting and the  preparation of financial statements for external purposes in accordance with  generally accepted accounting principles;

c)  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

d)  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; and

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:  November 9, 2006

 

| /s/ KLAUS BESIER                                                                        |   |   |        |
|-----------------------------------------------------------------------------------------|--------|--------|--------|
|                                                                                         |   |   |   |
| Klaus          BesierPresident and Chief Executive Officer(Principal Executive Officer) |   |   |   |

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