As filed with the Securities and Exchange Commission on July 12, 2005
Registration No. 333-56298

POST-EFFECTIVE AMENDMENT TO
FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

Delaware 23-2705700
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

400 Feheley Drive
King of Prussia, Pennsylvania 19406
(Address of Principal Executive Offices)

1995 STOCK OPTION PLAN
(Full Title of the Plan)

Keith D. Schneck, Executive Vice President and Chief Financial Officer
Neoware Systems, Inc.
400 Feheley Drive
King of Prussia, Pennsylvania 19406
(610) 277-8300
(Name and address of agent for service, telephone number, including
area code, of agent for service)

Copies to:

Nancy D. Weisberg, Esquire
McCausland, Keen & Buckman
Radnor Court, Suite 160
259 North Radnor-Chester Road
Radnor, Pennsylvania 19087-5240
(610) 341-1000

EXPLANATORY STATEMENT

This post-effective amendment to the registration statement on Form S-8
(Registration No. 333-56298) hereby reflects the transfer from the Neoware
Systems, Inc. (the "Company") 1995 Stock Option Plan (the "1995 Plan") and the
Company's 2002 Non-Qualified Stock Option Plan (the "2002 Plan") to the
Company's 2004 Equity Incentive Plan (the "2004 Plan") of up to 1,750,000 shares
of the Company's common stock ("Common Stock") subject to outstanding options
and previously reserved for issuance under the 1995 Plan and the 2002 Plan which
will be reserved under the 2004 Plan upon the termination, expiration or
cancellation of such options.

The Company has previously registered its Common Stock for issuance
under: (a) the 1995 Plan on (i) the Company's registration statement on Form
S-8, dated June 26, 1995 (Registration No. 33-93942), registering 1,000,000
shares of Common Stock, (ii) the Company's registration statement on Form S-8,
dated January 22, 1997 (Registration No. 333-20185), registering 500,000 shares
of Common Stock, (iii) the Company's registration statement on Form S-8, dated
February 28, 2001 (Registration No. 333-56298), registering 1,000,000 shares of
Common Stock and (iv) the Company's registration statement on Form S-8, dated
August 14, 2003 (Registration No. 333-107974), registering 500,000 shares of
Common Stock; and (b) the 2002 Plan on (i) the Company's registration statement
on Form S-8, dated January 31, 2003 (Registration No. 333-102878), registering
500,000 shares of Common Stock and (ii) the Company's registration statement on
Form S-8, dated August 14, 2003 (Registration No. 333-107970), registering
200,000 shares of Common Stock.

On October 19, 2004, the Board of Directors of the Company adopted the
2004 Plan and a resolution approving the transfer from the 1995 Plan and the
2002 Plan to the 2004 Plan of up to 1,750,000 shares of Common Stock subject to
outstanding options previously reserved for issuance under the 1995 Plan and the
2002 Plan, to the extent that such options terminate, expire, or are canceled
without being exercised. At the Company's December 1, 2004 Annual Meeting of
Stockholders, the Company's stockholders approved, among other things, the 2004
Plan, including the transfer of shares of Common Stock from the 1995 Plan and
the 2002 Plan to the 2004 Plan as described above.

The Company is filing a registration statement on Form S-8, also dated
the date hereof, which registers additional shares of Common Stock for the 2004
Plan, and such registration statement also includes the transfer of up to
1,750,000 registered shares of Common Stock from the 1995 Plan and the 2002 Plan
to the 2004 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

4.1 1995 Stock Option Plan (as amended on December 4, 2002)(1)

23.1* Consent of KPMG LLP.

24* Power of Attorney (see signature page of this post-effect
amendment to Registration Statement).

- ---------------------
(1) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 2002.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
post-effective amendment to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Montgomery County, Pennsylvania,
on the 12th day of July, 2005.

NEOWARE SYSTEMS, INC.

By: /S/MICHAEL G. KANTROWITZ
----------------------------------------
Michael G. Kantrowitz, Chairman,
President and Chief Executive Officer

By: /S/KEITH D. SCHNECK
----------------------------------------
Keith D. Schneck, Executive Vice
President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael G. Kantrowitz and Keith D.
Schneck, and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

By: /S/MICHAEL G. KANTROWITZ Date: July 12, 2005
-----------------------------------
Michael G. Kantrowitz,
Chairman, President and Director

By: /S/JOHN M. RYAN Date: July 12, 2005
-----------------------------------
John M. Ryan, Director

By: /S/CHRISTOPHER G. MCCANN Date: July 12, 2005
-----------------------------------
Christopher G. McCann, Director

By: /S/JOHN P. KIRWIN, III Date: July 12, 2005
-----------------------------------
John P. Kirwin, III, Director

By: /S/DAVID D. GATHMAN Date: July 12, 2005
-----------------------------------
David D. Gathman, Director