UNITED STATES
SECURITIES AND EXCHANGES COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __*)
Neoware Systems, Inc.
(Name of Issuer)
Common Stock, No Par Value $.001
(Title of Class of Securities)
64065P-10-2
(CUSIP Number)
June 30, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 64065P-10-2
13G
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Motorola, Inc.
F.E.I.N. 36-1115800
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZEN OR PLACE OF ORGANIZATION
Delaware Corporation
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
396,226
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
396,226
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
396,226
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
12. TYPE OF REPORTING PERSON*
CO
SCHEDULE 13-G
Item 1(a) Name of Issuer:
Neoware Systems, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
400 Feheley Drive
King of Prussia, Pennsylvania 19406
Item 2(a) Name of Person Filing:
Motorola, Inc.
Item 2(b) Address of Principal Business Office or, if none, Residence:
1303 East Algonquin Road
Schaumburg, IL 60196
Item 2(c) Citizenship:
Delaware Corporation
Item 2(d) Title of Class of Securities:
Common Stock, $.001 Par Value
Item 2(e) CUSIP Number: 64065P-10-2
Item 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-
2(b), check the status of the person filing.
Not Applicable
Item 4 Ownership (as of June 30, 1998)
(a) Amount of Beneficially Owned:
396,226
(b) Percent of Class
6.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 396,226
(ii) shared power to vote or direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
396,226
(iv) shared power to dispose or to direct the disposition of:
-0-
Item 5 Ownership of Five Percent or Less of a Class.
Not applicable
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: ( )
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reporting on By the Parent Holding
Company.
Not applicable
Item 8 Identification and Classification of Members of the Group.
Not applicable
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: July 7, 1998
By: /s/ Linda B. Valentine
Linda B. Valentine
Corporate Vice President
Law Department
Motorola, Inc.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
