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                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                  FORM 10-Q/A
                                AMENDMENT NO. 1

(X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


For the quarterly period ended January 31, 1997

                                       OR

( )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934


For the transition period from _______________ to ______________

Commission file number 000-19608

                           ARI Network Services, Inc.
                           --------------------------

            (Exact name of registrant as specified in its charter.)


        WISCONSIN                                         39-1388360
- -------------------------------                --------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


              330 E. Kilbourn Avenue, Milwaukee, Wisconsin  53202
              ---------------------------------------------------
                    (Address of principal executive office)


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


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of The Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days.

          YES__X__                                      NO_____


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of March 10, 1997.

Common Stock, Par Value $.001 Per Shares 14,763,906 Shares Outstanding

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This filing is being made to include Exhibit 27, Finacial Data Schedule which
was inadvertently omitted from the original filing.




                                   SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                               ARI Network Services, Inc.
                                               (Registrant)


Date:    May 5, 1997                              /s/ Brian E. Dearing
                                               --------------------------------
                                               Brian E. Dearing, President & 
                                               CEO (and acting CFO)





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                                 EXHIBIT INDEX

Exhibit                                                         Sequentially
Number                    Description                           Numbered Page
- -------                   -----------                           -------------

 27               Financial Data Schedule