Exhibit 31.2



CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

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)) 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)                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                     | b)                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                     | c)                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                     | d)                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                           
|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)                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                     | b)                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                           
|Date: November 9,
    2005                                                                                                          
|                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                           
|/s/ KEITH D. SCHNECK
    Keith
        D. SchneckExecutive Vice President and Chief Financial Officer 
(Principal Financial Officer)
|                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                           



---