SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


SCHEDULE 13G/A


Under the Securities Exchange Act of 1934


(Amendment No. 2)



ARI NETWORK SERVICES, INC.

---------------------------------------

(Name of Issuer)



Common Stock, $0.001 par value

------------------------------------------

(Title of Class of Securities)



001930205

---------------------------------------

(CUSIP Number)



December 31, 2005

---------------------------------------

(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[    ]

Rule 13d-1(b)

[ X ]

Rule 13d-1(c)

[    ]

Rule 13d-1(d)


*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  
 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.




SCHEDULE 13G



CUSIP No. 001930205

 

Page 2 of  7 



1.

NAME OF REPORTING PERSON

   
  

BRIAN E. DEARING

   
  

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

   
  

N/A

  

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

   
  

(a)       [    ]

  

(b)       [    ]

   

3.

SEC USE ONLY

   
   
   

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

   
  

WISCONSIN

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

  

5.

SOLE VOTING POWER

 
 

192,902

  

6.

SHARED VOTING POWER

 
 

376,350

  

7.

SOLE DISPOSITIVE POWER

 
  

192,902

  

8.

SHARED DISPOSITIVE POWER

  
 

376,350

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  
 

569,252

 
 





SCHEDULE 13G


CUSIP No. 001930205

 

Page 3 of  7



10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       [     ]

   
  

Not Applicable

   

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

   
  

9.1%

   

12.

TYPE OF REPORTING PERSON

   
  

IN






SCHEDULE 13G


CUSIP No. 001930205

 

Page 4 of 7



NOTE:

 

The purpose of this amendment is to provide additional detail concerning the various forms of stock ownership by Mr. Dearing.  See item 4.

   

ITEM 1

(a)

NAME OF ISSUER

  
 

ARI NETWORK SERVICES, INC.

  
 

(b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

  
 

11425 W. LAKE PARK DRIVE, SUITE 900, MILWAUKEE, WISCONSIN  53224

  

ITEM 2

(a)

NAME OF PERSON FILING

  
 

BRIAN E. DEARING

  
 

(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

  
 

11425 W. LAKE PARK DRIVE, SUITE 900, MILWAUKEE, WISCONSIN  53224

  
 

(c)

CITIZENSHIP

  
 

WISCONSIN

  
 

(d)

TITLE OF CLASS OF SECURITIES

  
 

COMMON STOCK

  
 

(e)

CUSIP NUMBER

  
 

001930205

  

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 13d-1(b) OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:

  
 

(a)

[    ]

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

 

(b)

[    ]

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

[    ]

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

[    ]

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

[    ]

An investment adviser in accordance with Section 13d-1(b)(1)(ii)(E);

 

(f)

[    ]

An employee benefit plan or endowment fund in accordance with Section 13d-1(b)(1)(ii)(F);





SCHEDULE 13G


CUSIP No. 001930205

 

Page 5 of  7


ITEM 3.
Continued

(g)

[    ]

A parent holding company or control person in accordance with Section 13d-1(b)(1)(ii)(G);

 

(h)

[    ]

A savings association defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

[    ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[    ]

Group, in accordance with Section 13d-1(b)(1)(ii)(J).

   

ITEM 4.

OWNERSHIP

  
 

(a)

Amount Beneficially Owned

569,252

  
 

(b)

Percent of Class

9.1%

  
 

(c)

Number of Shares as to which the person has:

   
  

(i)

Sole power to vote or to direct the vote:

192,902

     
     
  

(ii)

Shared power to vote or to direct the vote:

376,350

     
     
  

(iii)

Sole power to dispose or to direct the disposition of:

192,902

     
     
  

(iv)

Shared power to dispose or to direct the disposition of:

376,350


The detail of Mr. Dearing’s beneficial ownership as of December 31, 2005 is as follows:

    
 

Sole Voting/Dispositive Power

Shared Voting/Dispositive Power



Total


Shares owned outright


86,370


-


86,370

Shares held in family trust (Notes 1, 2)

-

103,500

103,500

Shares held in Mr. Dearing’s 401(k) (vested)

10,157

           -

  10,157

Total shares owned

96,527

103,500

200,027

    

Options exercisable within 60 days

96,375

-

96,375

    

Total shares and options owned

192,902

103,500

296,402

    

Total shares in ARI 401(k) Plan (Note 3)

-

283,007

283,007

Less:  Mr. Dearing’s 401(k) shares included above

           -

(10,157)

(10,157)

    

Total reported shares and options

192,902

376,350

569,252





SCHEDULE 13G


CUSIP No. 001930205

 

Page 6 of  7


The detail of Mr. Dearing’s beneficial ownership as of December 31, 2004, as reflected in the Schedule 13G filed on February 14, 2005, is as follows:

    
 

Sole Voting/Dispositive Power

Shared Voting/Dispositive Power



Total


Shares owned outright


76,370


-


76,370

Shares held in family trust (Notes 1, 2)

103,500

-

103,500

Shares held in Mr. Dearing’s 401(k) (vested)

    9,469

           -

    9,469

Total shares owned

189,339

 

189,339

    

Options exercisable within 60 days

78,667

 

78,667

    

Total shares and options owned

268,006

           -

268,006

    

Total Shares in ARI 401(k) Plan (Note 3)

-

275,666

275,666

Less:  Mr. Dearing’s 401(k) shares included above

           -

(9,469)

(9,469)

    

Total reported shares and options

268,006

266,197

534,203

   
 

(1)

Trust was created as part of Mr. Dearing’s first wife’s estate and partially funded by shares owned by Mr. Dearing.  Mr. Dearing is one of two trustees.

 

(2)

Trust shares were incorrectly classified as “Sole Voting/Dispositive Power” in Form 13G filed in February 2005.

 

(3)

Mr. Dearing is one of two trustees of ARI’s 401(k) Plan.

  

ITEM 5

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

  
 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following       [      ]

  

ITEM 6

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

  
 

Not Applicable.

  





SCHEDULE 13G


CUSIP No. 001930205

 

Page 7 of  7


ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

  
 

Not Applicable

  

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

  
 

Not Applicable

  

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

  
 

Not Applicable

  

ITEM 10.

CERTIFICATION

  
 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.



SIGNATURE


After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated as of the 17th day of February, 2006.



 

/s/ Brian E. Dearing                                                       

 

Signature

  
 

Brian E. Dearing                                                           

 

Name/Title