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) October 23, 2006

	Neoware, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware	000-21240	23-2705700
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer Identification  No.)
of Incorporation)
3200 Horizon Drive, King of Prussia, Pennsylvania		19406
(Address of Principal Executive Offices)		(Zip Code)
	(610) 277-8300
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02    Results of Operations and Financial Condition.

     On October 23, 2006, Neoware, Inc. issued a press release announcing preliminary revenue estimates for the quarter ended September 30, 2006. The full text of the press release is set forth in Exhibit 99.1 hereto.

Item 9.01    Financial Statements and Exhibits.

(c) Exhibits. The following document is furnished as an exhibit to this report.

99.1      Press Release dated October 23, 2006

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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, INC.
Dated: October 24, 2006	By: /S/ Keith D. Schneck
	Keith D. Schneck, Executive Vice President
	and Chief Financial Officer

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