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):  April 25, 2003




    ARI Network Services, Inc.    

(Exact name of registrant as specified in its charter)



   Wisconsin   
(State or other jurisdiction
of incorporation)

 0-19608 
(Commission
File Number)

 39-1388360 
(IRS Employer
Identification No.)




11425 West Lake Park Drive, Suite 900
          Milwaukee, Wisconsin          
(Address of principal executive offices)

 53224 
(Zip Code)


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















Item 5.  Other Events and Regulation FD Disclosure.


On April 25, 2003, ARI Network Services, Inc. issued a press release announcing it had successfully completed the restructuring of its $4.0 million convertible subordinated debenture which was due April 27, 2003.  A copy of the press release is attached as Exhibit 99.1.



Item 7.  Financial Statements and Exhibits.


(c)

Exhibits


Exhibit No.

Description


    99.1

Press Release dated April 25, 2003.



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:  April 28, 2003

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 April 25, 2003.