~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to ~~Section~~to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February 14~~April 15, 2005

NEON Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-25457	76-0345839
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
14100 Southwest Freeway, Suite 500, Sugar Land, Texas		77478
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (281) 491-4200
(Former name or former address, if changed since last report)

14100 Southwest Freeway, Suite 500, Sugar Land, Texas				77478
(Address of principal executive offices)				(Zip Code)

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):

Registrant’s telephone number, including area code: (281) 491-4200

(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:

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

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

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

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

Item 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~definitive ~~Condition~~Agreement.

On ~~February 14~~April 15, 2005, NEON ~~Systems,~~entered ~~Inc.~~into ~~issued~~ a ~~press~~Note ~~release~~Purchase ~~announcing~~Agreement ~~its~~with ~~fiscal~~John ~~2005~~J. ~~third~~Moores, NEON’s largest ~~quarter~~shareholder ~~financial~~and ~~results~~its former Chairman of the Board, to sell the $3. In0 ~~such~~million ~~press~~and ~~release,~~the ~~NEON~~$3.58 ~~also~~million ~~announced~~secured apromissory ~~conference~~notes ~~call~~issued to ~~discuss~~NEON ~~the~~by ~~earnings~~Peregrine/Bridge ~~announcement~~Transfer ~~would~~Corporation, benow ~~held~~known byas ~~management~~Neon onEnterprise ~~Monday~~Software, ~~February~~Inc. Mr. ~~14,~~Moores ~~2005~~is atan ~~3:30~~affiliate of Neon Enterprise ~~p.m.~~Software, ~~CST~~Inc. ~~The~~In ~~press~~consideration ~~release~~for ~~also~~the ~~announced~~sale ~~that~~of ~~Jerry~~such ~~Paladino~~notes, ~~had~~Mr. ~~been~~Moores ~~promoted~~delivered to NEON $4.35 million in cash and a non-negotiable, unsecured promissory note from ~~Senior~~Mr. ~~Vice~~Moores ~~President~~to NEON in the original principal amount of $2,234,028. ~~North~~Such ~~American~~promissory ~~Sales~~note towill ~~Senior~~accrue ~~Vice~~simple ~~President~~interest at a rate of ~~Worldwide~~4.0% ~~Sales~~per annum, and provides that Mr. Moores will pay NEON $250,000 per quarter until ~~had~~the ~~hired~~full ~~Wes~~principal ~~Young~~and asinterest ~~its~~is ~~Vice~~paid ~~President~~in full. The purchase of ~~North~~the ~~American~~Neon ~~Sales,~~Enterprise aSoftware ~~non-executive~~notes ~~officer~~was ~~position~~reviewed and approved by NEON’s Board of Directors on April 15, 2005. The transaction was closed on April 15, 2005.

~~The~~A detailed ~~press~~description ~~release~~of ~~is filed~~the astransactions ~~Exhibit~~between ~~99.1~~NEON toand ~~this~~Neon ~~Current~~Enterprise Software ~~Report~~can onbe found in NEON’s Form 810-K, ~~and~~for the ~~contents~~fiscal ofyear ended March 31, ~~such~~2004 ~~Exhibit~~as ~~are~~filed ~~incorporated~~with ~~herein~~the bySecurities ~~reference~~and Exchange Commission on June 29, 2004.

On April 18, 2005, NEON Systems, Inc. issued a press release announcing the Note Purchase Agreement between NEON and John J. Moores. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c)		Exhibits.

10.1		Promissory Note Purchase Agreement dated April 15, 2005 between Neon Systems, Inc., Neon Enterprise Software, Inc., and John J. Moores

10.2		Non-Negotiable Promissory Note dated April 15, 2005 between John J. Moores as Maker and NEON Systems, Inc. as Payee

99.1		Press Release dated April 18, 2005.

99.1 Press Release dated February 14, 2005.

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.

Dated:	February 17, 2005	NEON SYSTEMS, INC.
Dated: April 21, 2005	NEON SYSTEMS, INC.
	/s/ Brian D. Helman	~~/s/ Brian D. Helman~~
	Brian D. Helman	~~Brian D. Helman~~
	Chief Financial Officer and Secretary	~~Chief Financial Officer and Secretary~~

INDEX TO EXHIBITS

Exhibit Number		Description of Document
Exhibit
99.1		Press Release dated February 14, 2005.
Number		Description of Document
10.1		Promissory Note Purchase Agreement dated April 15, 2005 between NEON Systems, Inc., Neon Enterprise Software, Inc., and John J. Moores
10.2		Non-Negotiable Promissory Note dated April 15, 2005 between John J. Moores as Maker and NEON Systems, Inc. as Payee
99.1		Press Release dated April 18, 2005.

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