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):  April 3, 1998
                                
                                
                                 
                             NEOWARE SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)

 
 
                                                                                             
                     Delaware                                          0-21240                              23-2705700
   (State or other jurisdiction  of incorporation)             (Commission File Number)           (IRS Employee Identification No.) 

 


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

                      

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


              __________________________________________________
         (Former name or former address, if changed since last report)

 
Item 5.   Other Events.

          The Registrant hereby incorporates by reference the press release,
          dated April 3, 1998.
     
Item 7.   Financial Statements and Exhibits.

     (a)  Financial Statements.

          None.

     (b)  Pro Forma Financial Statements.

          None.

     (c)  Exhibits.

          99.1 Press Release dated April 3, 1998 relating to securities lawsuit.

 
                                  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 hereunto duly authorized.


                                            NEOWARE SYSTEMS, INC.

Date: April 7, 1998                         By:  /S/EDWARD T. LACK, JR.
                                            ---------------------------
                                                Edward T. Lack, Jr.,
                                                Vice President-Finance and 
                                                Administration