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