8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934


        Date of report (Date of earliest event reported): July 9, 2002
                                                          ------------



                              NEOWARE SYSTEMS, INC.
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             (Exact name of registrant as specified in its charter)


           Delaware                      000-21240              23-2705700
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(State or other jurisdiction of    (Commission File No.)      (IRS Employer
      incorporation)                                        Identification No.)


                                400 Feheley Drive
                       King of Prussia, Pennsylvania 19406
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                    (Address of principal executive offices)

(Registrant's telephone number including area code)   (610) 277-8300
                                                   -------------------







Item 5.  Other Events.

         On July 9, 2002, the Company issued a press release announcing its
expected revenues for its fourth fiscal quarter ended June 30, 2002, as
described in the press release attached hereto as Exhibit 99 and incorporated
herein by reference.

Item 7.  Financial Statements, Pro forma Financial Information and Exhibits.

(c)      Exhibits.

         Exhibit No.                Description of Exhibits
         -----------                -----------------------

         99                         Press release dated July 9, 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 duly authorized.

                                                 NEOWARE SYSTEMS, INC.


Dated:  July 9, 2002                        By: /S/ MICHAEL G. KANTROWITZ
                                               --------------------------

EX-99

                                                                      Exhibit 99
[GRAPHIC OMITTED] neoware                                          PRESS RELEASE



FOR IMMEDIATE RELEASE


                Neoware Q4 Revenues Expected to Exceed Estimates


         KING OF PRUSSIA, PA - July 9, 2002 - Neoware Systems (NASDAQ: NWRE),
the leading supplier of award-winning software, services, and solutions for the
Appliance Computing market, announced today that its revenues for the fourth
quarter ended June 30, 2002 are expected to exceed analyst estimates as a result
of strong sales of the Company's products to new and existing customers.

         "Neoware is delivering strong revenue growth and we're seeing
increasing demand from customers for our products," stated Michael Kantrowitz,
Neoware's President and CEO. "We are seeing concrete results from our alliance
with IBM, and are confident that we're building a leadership position in our
markets."

         Neoware will announce the exact date and time of its fourth quarter and
year-end earnings release and conference call in early August.

                                  About Neoware

         Neoware provides software, services, and solutions to enable Appliance
Computing, an Internet-based computing architecture targeted at business
customers that is designed to be simpler and easier than traditional PC-based
computing. Neoware's software and management tools power and manage a new
generation of smart computing appliances that utilize the benefits of open,
industry-standard technologies to create new alternatives to personal computers
used in business and a wide variety of proprietary business devices. Neoware's
products are designed to run local applications for specific vertical markets,
plus allow access across a network to multi-user Windows servers, Linux servers,
mainframes, minicomputers and the Internet. Computing appliances that run and
are managed by Neoware's software offer the cost benefits of industry-standard
hardware and software, easier installation, and have lower up-front and
administrative costs than proprietary or PC-based alternatives. More information
about Neoware can be found on the Web at www.neoware.com or via email at
info@neoware.com. Neoware is based in King of Prussia, PA.

                                      # # #



This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding
our expected revenue for the quarter ended June 30, 2002, expected strong
revenue growth, increasing demand for our products, results of our alliance with
IBM and our leadership position in our market. These forward-looking statements
involve risks and uncertainties. Factors that could cause actual results to
differ materially from those predicted in such forward-looking statements
include the timing and receipt of orders, the results of the audit of the
Company's results for the fiscal year ended June 30, 2002, the timing and
receipt of future orders, customers' acceptance of Neoware's Appliance Computing
products, pricing pressures, rapid technological changes in the industry, growth
of the Appliance Computing market, increased competition, our ability to attract
and retain qualified personnel, adverse changes in customer order patterns,
adverse changes in general economic conditions in the U. S. and internationally,
risks associated with foreign operations and political and economic
uncertainties associated with current world events. These and other risks are
detailed from time to time in Neoware's periodic reports filed with the
Securities and Exchange Commission, including, but not limited to, its report on
Form 10-Q for the quarter ended March 31, 2002.

Neoware is a registered trademark of Neoware Systems, Inc. All other names,
products, and services are trademarks or registered trademarks of their
respective holders.



NEOWARE CONTACT:

Vince Dolan
Neoware Systems, Inc.
610-277-8300
invest@neoware.com