SECURITIES AND EXCHANGE COMMISSION 
                        WASHINGTON, D.C. 20549 
                           _______________  
   
                               FORM S-8
                      REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933
   
                         ARETE INDUSTRIES, INC.
                     fka Travis Industries, Inc.
     (Exact Name of Registrant as Specified in its Charter)

        COLORADO                             84-1063149
_______________________________          ____________________ 
(State or Other Jurisdiction of          (I.R.S.  Employer 
Incorporation or Organization)           Identification No.)

2305 Canyon Blvd., Suite 103, Boulder, Co.         80302 
______________________________________          ____________ 
(Address of Principal Offices)                    (Zip Code)
          
               1998 Omnibus Stock Option and Incentive Plan
               Outside Directors Compensation Stock Options
              Class A Convertible Preferred Conversion Shares
           Mike Lowe, Jeff Lowe and Greg Lowe Compensation Plan
                Supplementary Compensation Stock Plan
                _______________________________________
                       (Full Title of the Plan)

Thomas P. Raabe, 2305 Canyon Blvd., Suite 103, Boulder, Colorado 80302 
           ________________________________________________ 
              (Name and Address of Agent for Service)
                         
                         (303) 247-1313
              _______________________________________
                (Telephone Number, Including Area Code,
                        of Agent for Service)

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE 
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER 
THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN 
CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE  
FOLLOWING   BOX:      [ X  ]
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE


Title of Each Class            Proposed Maximum  Proposed Maximum   Amount of
of Securities     Amount to be Offering Price    Aggregate          Registration
to be Registered  Registered   Per Share         Offering Price <F1>Fee 
<S>               <C>          <C>               <C>               <C>
Common            50,000,000   $0.0075            $375,000          $105.00
<FN>
<F1> Calculated based the most recent closing high bid for the 
common stock of the Company on the NASDAQ OTC Bulletin Board.
</FN>
</TABLE>
<PAGE>
                                 PART II
             Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated by reference into
this Registration Statement, and made a part hereof:

  (a)    The Company's latest annual report, for the fiscal year 
ended March 31, 1998.

  (b)    All other reports filed pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of such fiscal
         year;

  (c)    Not applicable.

Item 4.   Description of Securities.
        
       Not Applicable

Item 5.  Interests of Named Experts and Counsel.
      
      Not applicable.

Item 6.     Indemnification of Directors and Officers. 

The only statute, charter provision, bylaw, contract, or other 
arrangement under which any controlling person, director or 
officer of the Registrant is insured or indemnified in any 
manner against any liability which he may incur in his capacity 
as such, is set forth in the Company's Articles of 
Incorporation, as amended, in provisions substantially identical 
to provisions of the Colorado Business Corporation Act, as 
amended. The Articles of Incorporation provide that control 
persons, officers and directors shall be indemnified to the 
fullest extent permitted under such law as it may be amended 
from time to time. Similarly, as provided in the Colorado 
Business Corporation Act, the Articles of Incorporation, as 
amended provide that a director shall not be personally liable 
to the corporation or its shareholders for monetary damages for 
breach of fiduciary duty as a director, except for liability (i) 
for any breach of the director's duty of loyalty to the 
corporation or to  its shareholders; (ii) for acts or omissions 
not in good faith or which involve intentional misconduct or a 
knowing violation of law;  (iii) for acts specified under 
Section 7-108-401 et. seq. of the Colorado Business Corporation 
Act (or similar provision under any amendment thereto); or (iv) 
for any transaction from which the director derived an improper 
personal benefit.

Item 7.     Exemption from Registration Claimed.

     Not Applicable.

Item 8.     Exhibits.

       See - Exhibits and Exhibit Index following the Signature Page 
             hereof.

Item 9.  Undertakings.

      The Undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales
         are being  made, a post-effective amendment to this registration 
         statement:

          (i) to include any prospectus required by Section
              10(a)(3) of the Securities Act of 1933;

          (ii)  to reflect in the prospectus any facts or  
                events arising after the effective date of the registration 
                statement (or the most recent post-effective amendment thereof)
                which, individually or in the aggregate, represent a fundamental
                change in the information set forth in the registration 
                statement;

          (iii) to include any additional or changed material 
                information with respect to the plan of distribution.
                Except that, with respect to issuers filing a Registration 
                Statement on Form S-8, subparagraphs (i) and (ii) of this 
                paragraph do not apply, and the information required in a post-
                effective amendment is incorporated by reference from periodic 
                reports filed by the Issuer under the Exchange Act.

     (2)  That, for the purpose of determining any liability 
          under the Securities Act of 1933, each such post-effective 
          amendment shall be deemed to be a new registration statement 
          relating to the securities offered therein, and the offering of 
          such securities at that time shall be deemed to be the initial 
          bona fide offering thereof.

     (3)  To remove from registration by means of a post-
          effective amendment any of the securities being registered which 
          remain unsold at the termination of the offering.

     (4)  That for purposes of determining any liability under 
          the Securities Act of 1933, each filing of the registrant's 
          annual report pursuant to Section 13(a) or Section 15(d) of the 
          Securities Exchange Act of 1934 (and, where applicable, each 
          filing of an employee benefit plan's annual report pursuant to 
          Section 15(d) of the Securities Exchange Act of 1934) that is 
          incorporated by reference in the registration statement shall be 
          deemed to be a new registration statement relating to the 
          securities offered therein, and the offering of such securities 
          at that time shall be deemed to be the initial bona fide 
          offering thereof;

     (5) Insofar as indemnification for liabilities arising 
         under the Securities Act of 1933, as amended, may be permitted 
         to directors, officers and controlling persons of the Registrant 
         pursuant to the foregoing provisions or otherwise, the 
         Registrant has been advised that in the opinion of the 
         Securities and Exchange Commission such indemnification is 
         against public policy as expressed in the Act and is, therefore, 
         unenforceable. In the event that a claim for indemnification 
         against such liabilities (other than the payment by the 
         Registrant of expenses incurred or paid by a director, officer 
         or controlling person of the Registrant in the successful 
         defense of any action, suit or proceeding) is asserted by such 
         director,  officer or controlling person in connection with the 
         securities being registered, the Registrant will, unless in the 
         opinion of its counsel the matter has been settled by 
         controlling precedent, submit to a court of appropriate 
         jurisdiction the question whether such indemnification by it is 
         against public policy as expressed in the Act and will be 
         governed by the final adjudication of such issue.
 
<PAGE>








                          SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8 and 
has duly caused this registration statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the 
City of Boulder, State of Colorado, on December 1,1998.


                         REGISTRANT:   ARETE INDUSTRIES, INC.

                                      By: /s/ THOMAS P. RAABE
                                      _________________________
                                      Thomas P. Raabe, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons 
in the capacities and on the date indicated.

/s/ Thomas P. Raabe                   Date: December 1, 1998
__________________________          
Chairman, Director 
and Principal Executive Officer

/s/ Fred Boethling                     Date: December 1, 1998
____________________________
Director, Principal Financial
and Accounting Officer

/s/  Steven E. Reichert                Date: December 1, 1998
____________________________
Director
<PAGE>
                         EXHIBIT INDEX

EXHIBIT NO.  DESCRIPTION                   LOCATION

EX-4          Instruments defining    Incorporated by reference
              Rights of securities    from Form 10-QSB for the period ended
              holders                 September 30, 1998, Exhibit 3, thereof as
                                      filed with the Commission on 
                                      November 20, 1998.

EX-5           Opinion re: legality   EX-5



EX-25          Consents of experts    EX-25
               and counsel
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 10642}]
{"company-data": {"conformed-name": "ARETE INDUSTRIES INC", "cik": "0000820901", "assigned-sic": "7331", "irs-number": "841063149", "state-of-incorporation": "CO", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68215", "film-number": "98762539"}, "business-address": {"street1": "3415 W BROADWAY", "city": "COUNCIL BLUFFS", "state": "IA", "zip": "51501", "phone": "7123283040"}, "mail-address": {"street1": "2305 CANYON BLVD.", "street2": "SUITE 103", "city": "BOULDER", "state": "CO", "zip": "80302"}, "former-company": {"former-conformed-name": "TRAVIS INDUSTRIES INC", "date-changed": "19930614"}}
SECURITIES AND EXCHANGE COMMISSION 
                        WASHINGTON, D.C. 20549 
                           _______________  
   
                               FORM S-8
                      REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933
   
                         ARETE INDUSTRIES, INC.
                     fka Travis Industries, Inc.
     (Exact Name of Registrant as Specified in its Charter)

        COLORADO                             84-1063149
_______________________________          ____________________ 
(State or Other Jurisdiction of          (I.R.S.  Employer 
Incorporation or Organization)           Identification No.)

2305 Canyon Blvd., Suite 103, Boulder, Co.         80302 
______________________________________          ____________ 
(Address of Principal Offices)                    (Zip Code)
          
               1998 Omnibus Stock Option and Incentive Plan
               Outside Directors Compensation Stock Options
              Class A Convertible Preferred Conversion Shares
           Mike Lowe, Jeff Lowe and Greg Lowe Compensation Plan
                Supplementary Compensation Stock Plan
                _______________________________________
                       (Full Title of the Plan)

Thomas P. Raabe, 2305 Canyon Blvd., Suite 103, Boulder, Colorado 80302 
           ________________________________________________ 
              (Name and Address of Agent for Service)
                         
                         (303) 247-1313
              _______________________________________
                (Telephone Number, Including Area Code,
                        of Agent for Service)

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE 
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER 
THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN 
CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE  
FOLLOWING   BOX:      [ X  ]
CALCULATION OF REGISTRATION FEE

Title of Each Class            Proposed Maximum  Proposed Maximum   Amount of
of Securities     Amount to be Offering Price    Aggregate          Registration
to be Registered  Registered   Per Share         Offering Price
Fee
Common            50,000,000   $0.0075            $375,000          $105.00
Calculated based the most recent closing high bid for the 
common stock of the Company on the NASDAQ OTC Bulletin Board.
PART II
             Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated by reference into
this Registration Statement, and made a part hereof:

  (a)    The Company's latest annual report, for the fiscal year 
ended March 31, 1998.

  (b)    All other reports filed pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of such fiscal
         year;

  (c)    Not applicable.

Item 4.   Description of Securities.
        
       Not Applicable

Item 5.  Interests of Named Experts and Counsel.
      
      Not applicable.

Item 6.     Indemnification of Directors and Officers. 

The only statute, charter provision, bylaw, contract, or other 
arrangement under which any controlling person, director or 
officer of the Registrant is insured or indemnified in any 
manner against any liability which he may incur in his capacity 
as such, is set forth in the Company's Articles of 
Incorporation, as amended, in provisions substantially identical 
to provisions of the Colorado Business Corporation Act, as 
amended. The Articles of Incorporation provide that control 
persons, officers and directors shall be indemnified to the 
fullest extent permitted under such law as it may be amended 
from time to time. Similarly, as provided in the Colorado 
Business Corporation Act, the Articles of Incorporation, as 
amended provide that a director shall not be personally liable 
to the corporation or its shareholders for monetary damages for 
breach of fiduciary duty as a director, except for liability (i) 
for any breach of the director's duty of loyalty to the 
corporation or to  its shareholders; (ii) for acts or omissions 
not in good faith or which involve intentional misconduct or a 
knowing violation of law;  (iii) for acts specified under 
Section 7-108-401 et. seq. of the Colorado Business Corporation 
Act (or similar provision under any amendment thereto); or (iv) 
for any transaction from which the director derived an improper 
personal benefit.

Item 7.     Exemption from Registration Claimed.

     Not Applicable.

Item 8.     Exhibits.

       See - Exhibits and Exhibit Index following the Signature Page 
             hereof.

Item 9.  Undertakings.

      The Undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales
         are being  made, a post-effective amendment to this registration 
         statement:

          (i) to include any prospectus required by Section
              10(a)(3) of the Securities Act of 1933;

          (ii)  to reflect in the prospectus any facts or  
                events arising after the effective date of the registration 
                statement (or the most recent post-effective amendment thereof)
                which, individually or in the aggregate, represent a fundamental
                change in the information set forth in the registration 
                statement;

          (iii) to include any additional or changed material 
                information with respect to the plan of distribution.
                Except that, with respect to issuers filing a Registration 
                Statement on Form S-8, subparagraphs (i) and (ii) of this 
                paragraph do not apply, and the information required in a post-
                effective amendment is incorporated by reference from periodic 
                reports filed by the Issuer under the Exchange Act.

     (2)  That, for the purpose of determining any liability 
          under the Securities Act of 1933, each such post-effective 
          amendment shall be deemed to be a new registration statement 
          relating to the securities offered therein, and the offering of 
          such securities at that time shall be deemed to be the initial 
          bona fide offering thereof.

     (3)  To remove from registration by means of a post-
          effective amendment any of the securities being registered which 
          remain unsold at the termination of the offering.

     (4)  That for purposes of determining any liability under 
          the Securities Act of 1933, each filing of the registrant's 
          annual report pursuant to Section 13(a) or Section 15(d) of the 
          Securities Exchange Act of 1934 (and, where applicable, each 
          filing of an employee benefit plan's annual report pursuant to 
          Section 15(d) of the Securities Exchange Act of 1934) that is 
          incorporated by reference in the registration statement shall be 
          deemed to be a new registration statement relating to the 
          securities offered therein, and the offering of such securities 
          at that time shall be deemed to be the initial bona fide 
          offering thereof;

     (5) Insofar as indemnification for liabilities arising 
         under the Securities Act of 1933, as amended, may be permitted 
         to directors, officers and controlling persons of the Registrant 
         pursuant to the foregoing provisions or otherwise, the 
         Registrant has been advised that in the opinion of the 
         Securities and Exchange Commission such indemnification is 
         against public policy as expressed in the Act and is, therefore, 
         unenforceable. In the event that a claim for indemnification 
         against such liabilities (other than the payment by the 
         Registrant of expenses incurred or paid by a director, officer 
         or controlling person of the Registrant in the successful 
         defense of any action, suit or proceeding) is asserted by such 
         director,  officer or controlling person in connection with the 
         securities being registered, the Registrant will, unless in the 
         opinion of its counsel the matter has been settled by 
         controlling precedent, submit to a court of appropriate 
         jurisdiction the question whether such indemnification by it is 
         against public policy as expressed in the Act and will be 
         governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8 and 
has duly caused this registration statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the 
City of Boulder, State of Colorado, on December 1,1998.

                         REGISTRANT:   ARETE INDUSTRIES, INC.

                                      By: /s/ THOMAS P. RAABE
                                      _________________________
                                      Thomas P. Raabe, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons 
in the capacities and on the date indicated.

/s/ Thomas P. Raabe                   Date: December 1, 1998
__________________________          
Chairman, Director 
and Principal Executive Officer

/s/ Fred Boethling                     Date: December 1, 1998
____________________________
Director, Principal Financial
and Accounting Officer

/s/  Steven E. Reichert                Date: December 1, 1998
____________________________
Director
EXHIBIT INDEX

EXHIBIT NO.  DESCRIPTION                   LOCATION

EX-4          Instruments defining    Incorporated by reference
              Rights of securities    from Form 10-QSB for the period ended
              holders                 September 30, 1998, Exhibit 3, thereof as
                                      filed with the Commission on 
                                      November 20, 1998.

EX-5           Opinion re: legality   EX-5

EX-25          Consents of experts    EX-25
               and counsel