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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14D-9

Solicitation/Recommendation Statement under Section 14(d)(4) of the
Securities Exchange Act of 1934

NEON Systems, Inc.
(Name of Subject Company)

NEON Systems, Inc.
(Name of Person(s) Filing Statement)

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Common Stock, par Value $0.01 Per Share
(Title of Class of Securities)

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640509105
(CUSIP Number of Class of Securities)

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Brian D. Helman
Chief Financial Officer
14100 Southwest Freeway, Suite 500
Sugar Land, Texas 77478
(281) 491-4200
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)

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With a copy to:

Paul R. Tobias, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
8911 Capital of Texas Highway North
Westech 360, Suite 3350
Austin, TX 78759
(512) 338-5400

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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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        The Agreement and Plan of Merger for Progress Software Corporation's acquisition of NEON Systems, Inc. was filed by NEON Systems, Inc. under cover of Form 8-K on December 20, 2005, and is incorporated by reference into this filing.

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