[    ]

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.

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

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

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);

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

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.

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.

/s/ Brian E. Dearing                                                       

Signature

Brian E. Dearing                                                           

Name/Title