ARI NETWORK SERVICES INC /WI
8-K, 1997-05-23
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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          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 21, 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

<PAGE>

Item 5.  Other Events

     On May 21, 1997, the Company announced that
revenue for the quarter ended April 30, 1997 was $1.71
million, a 21% increase over last year's third quarter.
Net loss for the quarter improved 12% over last year to
a loss of $0.91 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 approximately $7.0 million.  The Company's objective
is to sustain an annual revenue growth rate of 30-40%.
The Company further projects that, based on current
trends, it will achieve positive cash flow from
operations (excluding changes in working capital items)
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 January 31, 1997.

     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 May 21, 1997.

<PAGE>

                      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:  May 23, 1997            ARI NETWORK SERVICES, INC.



                                By:/s/  Brian E. Dearing
                                   ----------------------------
                                   Brian E. Dearing, President and CEO
<PAGE>
                       EXHIBITS
                           
No.                                 Description

99.1                                Press Release dated May 21, 1997.




                           



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