Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT
TO
SECTION 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, Michael Kantrowitz,
  Chairman, President and Chief Executive 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:


|                                                                                                                                              | (1) | 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/ MICHAEL KANTROWITZ 
    Michael Kantrowitz
Chairman, President and Chief Executive Officer
(Principal Executive 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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