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 Small Business Issuer as Specified in Its Charter)


           Colorado                                             84-1508638
-------------------------------                           ----------------------
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                            Identification Number)


2955 Valmont Road, Suite 300, Boulder, Colorado                        80301
-----------------------------------------------                  ---------------
 (Address of Principal Executive Offices)                           (Zip Code)



                  2002 Omnibus Stock Option and Incentive Plan
                          and Various Grants Thereunder
                  --------------------------------------------
                            (Full Title of the Plan)

                Thomas P. Raabe, 2955 Valmont Street, Suite 300,
                             Boulder, Colorado 80301
               --------------------------------------------------
                     (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                      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         20,000,000         $0.013           $260,000          $24.00


(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 31,2001. (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.

                                        2
<PAGE>


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
<PAGE>


          (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.

                                        4
<PAGE>


                                   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 Boulder, State of Colorado, on August 8, 2002.

                                   ARETE INDUSTRIES, INC
                                        (Registrant)


                                   By: /s/ Thomas P. Raabe
                                   ---------------------------------------------
                                   Thomas P. Raabe, Chief Executive Officer
                                   Chief Financial and Accounting 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.

August 8, 2002                     /s/ Thomas P. Raabe
-------------                      ---------------------------------------------
                                   Thomas P. Raabe, Chairman and Chief Financial
                                   and Accounting Officer and
                                   Chief Executive Officer

August 8, 2002                     /s/ William W. Stewart
--------------                     ---------------------------------------------
                                   William W. Stewart, Director, Secretary,


August 8, 2002                     /s/ Gerald J. Brandimarte
--------------                     ---------------------------------------------
                                   Gerald J. Brandimarte, Director, Treasurer


                                        5

<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


                                        6
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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": "333-97817", "film-number": "02723263"}, "business-address": {"street1": "2955 VALMONT RD", "street2": "STE 300", "city": "BOULDER", "state": "CO", "zip": "80301", "phone": "3032471313"}, "mail-address": {"street1": "2955 VALMONT RD", "street2": "SUITE 300", "city": "BOULDER", "state": "CO", "zip": "80301"}, "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 Small Business Issuer as Specified in Its Charter)

           Colorado                                             84-1508638
-------------------------------                           ----------------------
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

2955 Valmont Road, Suite 300, Boulder, Colorado                        80301
-----------------------------------------------                  ---------------
 (Address of Principal Executive Offices)                           (Zip Code)

                  2002 Omnibus Stock Option and Incentive Plan
                          and Various Grants Thereunder
                  --------------------------------------------
                            (Full Title of the Plan)

                Thomas P. Raabe, 2955 Valmont Street, Suite 300,
                             Boulder, Colorado 80301
               --------------------------------------------------
                     (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                      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         20,000,000         $0.013           $260,000          $24.00

(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 31,2001. (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.

                                        2
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.

                                        4
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 Boulder, State of Colorado, on August 8, 2002.

                                   ARETE INDUSTRIES, INC
                                        (Registrant)

                                   By: /s/ Thomas P. Raabe
                                   ---------------------------------------------
                                   Thomas P. Raabe, Chief Executive Officer
                                   Chief Financial and Accounting 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.

August 8, 2002                     /s/ Thomas P. Raabe
-------------                      ---------------------------------------------
                                   Thomas P. Raabe, Chairman and Chief Financial
                                   and Accounting Officer and
                                   Chief Executive Officer

August 8, 2002                     /s/ William W. Stewart
--------------                     ---------------------------------------------
                                   William W. Stewart, Director, Secretary,

August 8, 2002                     /s/ Gerald J. Brandimarte
--------------                     ---------------------------------------------
                                   Gerald J. Brandimarte, Director, Treasurer

                                        5
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

                                        6