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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 Quarterly Period Ended September 30, 2002

                                       OR

            [_] 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: 0-25457

                               NEON Systems, Inc.
             (Exact name of registrant as specified in its charter)

                   Delaware                               76-0345839
        (State or other jurisdiction of      (I.R.S.Employer Identification No.)
        incorporation or organization)

      14100 Southwest Freeway, Suite 500,                  77478
               Sugar Land, Texas                         (Zip Code)
   (Address of principal executive offices)

                                 (281) 491-4200
              (Registrant's telephone number, including area code)

     Indicate by check mark whether 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 Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]    No [_]

     The number of shares of the registrant's common stock outstanding as of
November 11, 2002, was 8,718,427.

This Amendment No. 1 on Form 10-Q/A amends the Exhibit Schedule for the
Registrant's Form 10-Q for the fiscal quarter ended September 30, 2002 filed on
November 14, 2002 in its entirety and adds Exhibits 99.3 and 99.4 constituting
the Certifications of the Chief Executive Officer and Chief Financial Officer of
the Registrant required by Section 906 of the Sarbanes-Oxley Act of 2002.

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ITEM 6.      EXHIBITS

             (a)    EXHIBITS

     6.1  Employment Agreement dated May 29, 2002 between NEON Systems, Inc. and
          Brian D. Helman.

     99.1 Certification of Louis R. Woodhill, Chief Executive Officer of NEON
          Systems, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002.

     99.2 Certification of Brian D. Helman, Chief Financial Officer of NEON
          Systems, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002.

     99.3 Certification of Louis R. Woodhill, Chief Executive Officer of NEON
          Systems, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.

     99.4 Certification of Brian D. Helman, Chief Financial officer of NEON
          Systems, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.



                                   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 thereunto duly authorized.

                                         NEON SYSTEMS, INC.

Date:  January 6, 2002                   /s/ Brian D. Helman
                                         ---------------------------------------
                                         Chief Financial Officer
                                         (Principal financial officer)

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