Ari Network Services 8-K Other events

UNITED STATES

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 27, 2004

ARI NETWORK SERVICES, INC.

(Exact name of registrant as specified in its charter)

Wisconsin	0-19608	39-1388360
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11425 West Lake Park Drive, Suite 900

             Milwaukee, Wisconsin  53224         

(Address of principal executive offices)

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

Item 5.  Other Events.

On May 27, 2004, ARI Network Services, Inc. issued a press release announcing the completion of its option exchange program.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

(c)	Exhibits
	Exhibit No.	Description
	99.1	Press Release dated May 27, 2004

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 28, 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 27, 2004