SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                             ARETE INDUSTRIES, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


               COLORADO                              84-1508638
   -------------------------------      ------------------------------------
   (State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
   Incorporation or Organization)


        7102 La Vista Place, Suite 100, Niwot, CO          80503
        -----------------------------------------        ----------
            (Address of Principal Offices)               (Zip Code)


                  2004 Omnibus Stock Option and Incentive Plan
                          Individual Compensation Plans
           Reassignments of Outstanding Options from 2003 Stock Option
                         Incentive Plan to the 2004 Plan
          ------------------------------------------------------------
                            (Full Title of the Plan)


                Thomas P. Raabe, 7102 La Vista Place, Suite 100,
                              Niwot, Colorado 80503
                ------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (303) 652-3113
          -------------------------------------------------------------
          (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                         Proposed        Proposed
Class of                              Maximum         Maximum
Securities           Amount           Offering        Aggregate     Amount Of
To Be                To Be            Price           Offering      Registration
Registered           Registered       Per Unit        Price         Fee  (F1)
================================================================================
Common               50,000,000       $0.006          $300,000       $36.00

(F1)  Calculated  based the most recent average bid and ask for the common stock
of the Company on the NASDAQ OTC Bulletin Board.

Plan is not subject to ERISA.

<PAGE>


                                     PART II
               Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

          The following documents including all documents  subsequently filed by
          Registrant  pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the
          Securities  Exchange  Act  of  1934  prior  to  the  filing  of a post
          effective  amendment which indicates that all securities  offered have
          been sold or which  deregisters all securities then remaining  unsold,
          are incorporated by reference into this  Registration  Statement,  and
          made a part hereof: (a) The Registrant's  latest annual report on Form
          10-KSB for the fiscal  year ended  December  31,  2003.  (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.

<PAGE>


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;

<PAGE>

          (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

The Registrant. 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, Niwot, State of Colorado, on January 6, 2005.

                                   ARETE INDUSTRIES, INC
                                   (Registrant)


                                   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.

  January 6, 2005                    /s/ Thomas P. Raabe
  ---------------                    -------------------------------------------
                                     Thomas P. Raabe, Chairman and Chief
                                     Financial and Accounting Officer and
                                     Chief Executive Officer

  January 6, 2005                    /s/ William W. Stewart
  ---------------                    -------------------------------------------
                                     William W. Stewart, Director, Secretary,


<PAGE>

                                  EXHIBIT INDEX


  EXHIBIT NO.             DESCRIPTION                       LOCATION
  -----------             --------------------------        --------------------

    EX-5                  Opinion re: Legality              EX-5

    EX 10.1               2004 Omnibus Stock Option         Previously Filed (1)
                          And Incentive Plan

    EX-23                 Consents of Experts               EX-23.1, and 23.2
                          and Counsel

     (1)  Incorporated  by reference  to Exhibit 10.1 to Current  Report on Form
          10-QSB filed on November 18, 2004.
[{"type": "S-8", "sequence": "1", "filename": "aretes8_01052004.txt", "description": "REPORT FORM S-8", "secsgml_size_bytes": 11906}]
{"company-data": {"conformed-name": "ARETE INDUSTRIES INC", "cik": "0000820901", "assigned-sic": "7331", "irs-number": "841063149", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121886", "film-number": "05516507"}, "business-address": {"street1": "7102 LA VISTA PLACE", "street2": "STE 100", "city": "NIWOT", "state": "CO", "zip": "80503", "phone": "3036523113"}, "mail-address": {"street1": "7102 LA VISTA PLACE", "street2": "SUITE 100", "city": "NIWOT", "state": "CO", "zip": "80503"}, "former-company": [{"former-conformed-name": "TRAVIS INDUSTRIES INC", "date-changed": "19930614"}, {"former-conformed-name": "TRAVIS INVESTMENTS INC", "date-changed": "19890427"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                             ARETE INDUSTRIES, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

               COLORADO                              84-1508638
   -------------------------------      ------------------------------------
   (State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
   Incorporation or Organization)

        7102 La Vista Place, Suite 100, Niwot, CO          80503
        -----------------------------------------        ----------
            (Address of Principal Offices)               (Zip Code)

                  2004 Omnibus Stock Option and Incentive Plan
                          Individual Compensation Plans
           Reassignments of Outstanding Options from 2003 Stock Option
                         Incentive Plan to the 2004 Plan
          ------------------------------------------------------------
                            (Full Title of the Plan)

                Thomas P. Raabe, 7102 La Vista Place, Suite 100,
                              Niwot, Colorado 80503
                ------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (303) 652-3113
          -------------------------------------------------------------
          (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                         Proposed        Proposed
Class of                              Maximum         Maximum
Securities           Amount           Offering        Aggregate     Amount Of
To Be                To Be            Price           Offering      Registration
Registered           Registered       Per Unit        Price         Fee  (F1)
================================================================================
Common               50,000,000       $0.006          $300,000       $36.00

(F1)  Calculated  based the most recent average bid and ask for the common stock
of the Company on the NASDAQ OTC Bulletin Board.

Plan is not subject to ERISA.
PART II
               Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

          The following documents including all documents  subsequently filed by
          Registrant  pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the
          Securities  Exchange  Act  of  1934  prior  to  the  filing  of a post
          effective  amendment which indicates that all securities  offered have
          been sold or which  deregisters all securities then remaining  unsold,
          are incorporated by reference into this  Registration  Statement,  and
          made a part hereof: (a) The Registrant's  latest annual report on Form
          10-KSB for the fiscal  year ended  December  31,  2003.  (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

The Registrant. 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, Niwot, State of Colorado, on January 6, 2005.

                                   ARETE INDUSTRIES, INC
                                   (Registrant)

                                   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.

  January 6, 2005                    /s/ Thomas P. Raabe
  ---------------                    -------------------------------------------
                                     Thomas P. Raabe, Chairman and Chief
                                     Financial and Accounting Officer and
                                     Chief Executive Officer

  January 6, 2005                    /s/ William W. Stewart
  ---------------                    -------------------------------------------
                                     William W. Stewart, Director, Secretary,
EXHIBIT INDEX

  EXHIBIT NO.             DESCRIPTION                       LOCATION
  -----------             --------------------------        --------------------

    EX-5                  Opinion re: Legality              EX-5

    EX 10.1               2004 Omnibus Stock Option         Previously Filed (1)
                          And Incentive Plan

    EX-23                 Consents of Experts               EX-23.1, and 23.2
                          and Counsel

     (1)  Incorporated  by reference  to Exhibit 10.1 to Current  Report on Form
          10-QSB filed on November 18, 2004.