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)

                  2002 Omnibus Stock Option and Incentive Plan
                          and Various Grants Thereunder
                  --------------------------------------------
                            (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
Class of                            Proposed      Proposed
Securities                          Maximum        Maximum
To Be                 Amount        Offering       Aggregate
Registration           To Be         Price         Offering         Amount Of
Registered           Registered     Per Unit        Price           Fee  (F1)
================================================================================
Common              20,000,000        $0.02        $200,000          $19.00

(F1) Calculated based the most recent closing high bid 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
          10K-SB for the fiscal year ended December 31, 2002. (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. 3

          (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 April 29, 2003.

                                       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.

April 29, 2003                   /s/ Thomas P. Raabe
--------------                   --------------------------------------------
                                 Thomas P. Raabe, Chairman and Chief Financial
                                 and Accounting Officer and
                                 Chief Executive Officer

April 29, 2003                   /s/ William W. Stewart
---------------                  --------------------------------------------
                                 William W. Stewart, Director, Secretary,


April 29, 2003                   /s/ Gerald J. Brandimarte
--------------                   --------------------------------------------
                                 Gerald J. Brandimarte, Director, Treasurer


<PAGE>



                                  EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION                      LOCATION


EX-5                       Opinion re: Legality            EX-5

EX-23                      Consents of experts             EX-23.1, and 23.2
                           and counsel
[{"type": "S-8", "sequence": "1", "filename": "aretes8_4292003.txt", "description": "REGISTRATION FORM S-8", "secsgml_size_bytes": 11430}]
{"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": "333-104852", "film-number": "03671955"}, "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 INVESTMENTS INC", "date-changed": "19890427"}, {"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.
                             ----------------------
             (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)

                  2002 Omnibus Stock Option and Incentive Plan
                          and Various Grants Thereunder
                  --------------------------------------------
                            (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
Class of                            Proposed      Proposed
Securities                          Maximum        Maximum
To Be                 Amount        Offering       Aggregate
Registration           To Be         Price         Offering         Amount Of
Registered           Registered     Per Unit        Price           Fee  (F1)
================================================================================
Common              20,000,000        $0.02        $200,000          $19.00

(F1) Calculated based the most recent closing high bid 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
          10K-SB for the fiscal year ended December 31, 2002. (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. 3

          (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 April 29, 2003.

                                       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.

April 29, 2003                   /s/ Thomas P. Raabe
--------------                   --------------------------------------------
                                 Thomas P. Raabe, Chairman and Chief Financial
                                 and Accounting Officer and
                                 Chief Executive Officer

April 29, 2003                   /s/ William W. Stewart
---------------                  --------------------------------------------
                                 William W. Stewart, Director, Secretary,

April 29, 2003                   /s/ Gerald J. Brandimarte
--------------                   --------------------------------------------
                                 Gerald J. Brandimarte, Director, Treasurer
EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION                      LOCATION

EX-5                       Opinion re: Legality            EX-5

EX-23                      Consents of experts             EX-23.1, and 23.2
                           and counsel