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):  February 19, 1997



              ARI NETWORK SERVICES, INC.
(Exact name of registrant as specified in its charter)


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


         330 E. Kilbourn Avenue
          Milwaukee, Wisconsin                 53202
(Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:
(414) 278-7676



Item 5.  Other Events

     On February 19, 1997, the Company announced that
revenue for the quarter ended January 31, 1997 was
$1.67 million, a 55% increase over last year's second
quarter.  Net loss for the quarter improved 22% over
last year to a loss of $0.93 million, or $0.06 per
share.

     The Company has projected that, based on current
trends, revenue for the year ended July 31, 1997 will
be between $7.0-$8.0 million.  The Company further
projects that, based on current trends, it will achieve
break-even operating results in the quarter ended July
31, 1998.

     The statements made herein include "forward
looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and involve
known and unknown risks and uncertainties, which may
cause the Company's actual results in the periods to be
materially different from the future performance
suggested herein.  Such factors include those set forth
under "Forward Looking Statements" in the Company's
Form 10-Q for the quarter ended October 31, 1996.

     For more information please refer to the Company's
other filings with the Securities and Exchange
Commission.

Item 7.  Financial Statements and Exhibits

     (c) Exhibits

          99.1 Press Release dated February 19, 1997.

                      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 21, 1997       ARI NETWORK SERVICES, INC.



                                By: /s/ Brian E. Dearing
                                    ----------------------------
                                    Brian E. Dearing
                                    President and CEO

      
                 EXHIBITS
                           
No.                                 Description

99.1                                Press Release dated February 19, 1997.