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):  May 20, 2004

    ARI Network Services, Inc.    

(Exact name of registrant as specified in its charter)

Wisconsin    (State or other jurisdiction of incorporation)

0-19608  (Commission File Number)

39-1388360  (IRS Employer Identification No.)

11425 West Lake Park Drive, Suite 900           Milwaukee, Wisconsin           (Address of principal executive offices)

53224  (Zip Code)

Registrant’s telephone number, including area code:  (414) 973-4300

The information in this report, including the exhibit attached hereto, is furnished solely pursuant to Item 12 of this Form 8-K.  Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.  Further, the information in this report, including the exhibit, shall not be incorporated by reference into the filings of ARI under the Securities Act of 1933.

Item 12.  Results of Operations and Financial Condition.

On May 20, 2004, ARI Network Services, Inc. issued a press release reporting its financial results for the quarter ended April 30, 2004.  A copy of the press release is attached as Exhibit 99.1.

SIGNATURE

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:  May 20, 2004

ARI NETWORK SERVICES, INC.

By: /s/ Brian E. Dearing                              

Brian E. Dearing

Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 20, 2004