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)


               Individual Informal Stock Option Compensation Plans
                    Unallocated Stock and Stock Option Plans
             ------------------------------------------------------
                            (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            25,000,000         $0.019           $475,000         $40.00

(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 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.

                                        2
<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;

                                        3
<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 May
     5, 2004.

                                    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.

May 5, 2004                   /s/ Thomas P. Raabe
------------------            --------------------------------------------------
                              Thomas P. Raabe, Chairman and Chief Financial
                              and Accounting Officer and Chief Executive Officer

May 5, 2004                   /s/ William W. Stewart
------------------            --------------------------------------------------
                                     William W. Stewart, Director, Secretary,

May 5, 2004                   /s/ Donald W. Prosser
------------------            --------------------------------------------------
                              Donald W. Prosser, Director

May 5, 2004                   /s/ John R. Herzog
------------------            --------------------------------------------------
                              John R. Herzog, Director

May 5, 2004                   /s/ Charles L. Gamber
------------------            --------------------------------------------------
                              Charles L. Gamber, Director

                                        4
<PAGE>



                                  EXHIBIT INDEX

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


EX-5               Opinion re: Legality                       EX-5

EX 10.1            Description of Informal Plans              EX 10.1
                   Stock Options and Unallocated Plans

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


                                        5
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{"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": "333-115198", "film-number": "04782152"}, "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)

               Individual Informal Stock Option Compensation Plans
                    Unallocated Stock and Stock Option Plans
             ------------------------------------------------------
                            (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            25,000,000         $0.019           $475,000         $40.00

(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 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.

                                        2
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;

                                        3
(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 May
     5, 2004.

                                    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.

May 5, 2004                   /s/ Thomas P. Raabe
------------------            --------------------------------------------------
                              Thomas P. Raabe, Chairman and Chief Financial
                              and Accounting Officer and Chief Executive Officer

May 5, 2004                   /s/ William W. Stewart
------------------            --------------------------------------------------
                                     William W. Stewart, Director, Secretary,

May 5, 2004                   /s/ Donald W. Prosser
------------------            --------------------------------------------------
                              Donald W. Prosser, Director

May 5, 2004                   /s/ John R. Herzog
------------------            --------------------------------------------------
                              John R. Herzog, Director

May 5, 2004                   /s/ Charles L. Gamber
------------------            --------------------------------------------------
                              Charles L. Gamber, Director

                                        4
EXHIBIT INDEX

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

EX-5               Opinion re: Legality                       EX-5

EX 10.1            Description of Informal Plans              EX 10.1
                   Stock Options and Unallocated Plans

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

                                        5