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


2955 Valmont Rd., Suite 310, Boulder, Co.                           80302
--------------------------------------                           ------------
(Address of Principal Offices)                                    (Zip Code)


                  2000 Omnibus Stock Option and Incentive Plan
          Recent and Residual Grants under 1998 and 1999 Omnibus Stock
                            Option and Incentive Plan
                         Greg Lowe Consulting Agreement
             Convertible Note for Accrued Salary for Thomas P. Raabe
            --------------------------------------------------------
                            (Full Title of the Plan)


    Thomas P. Raabe, 2955 Valmont Street, Suite 310, Boulder, Colorado 80302
    -------------------------------------------------------------------------
                     (Name and Address of Agent for Service)


                                 (303) 247-1313
                     ---------------------------------------
                     (Telephone Number, Including Area Code,
                              of Agent for Service)


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

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

Title of Each Class                     Proposed Maximum        Proposed Maximum        Amount of
of Securities           Amount to be    Offering Price          Aggregate               Registration
to be Registered        Registered      Per Share               Offering Price (F1)     Fee
------------------      ------------    -----------------       -------------------     -------------

<S>                     <C>             <C>                     <C>                     <C>

Common                  50,000,000      $0.046                  $2,300,000              $607

</TABLE>

(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 and proxy  statement for the
          fiscal year ended December 31, 1999.

     (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 June 8, 2000.


REGISTRANT: ARETE INDUSTRIES, INC.

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


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


/s/ Thomas P. Raabe                                           Date: June 8, 2000
----------------------------------------                            ------------
Thomas P. Raabe
Director and Principal Executive Officer


/s/ Thomas Y. Gorman                                         Date:  June 8, 2000
-------------------------------------------------------             ------------
Thomas Y. Gorman
Director and Principal Financial and Accounting Officer

                                        5

<PAGE>

                                  EXHIBIT INDEX

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

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

EX-5           Opinion re: legality             EX-5

EX-25          Consents of experts              EX-25.1, 25.2 and 25.3
               and counsel
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8", "secsgml_size_bytes": 12286}]
{"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": "333-38948", "film-number": "652311"}, "business-address": {"street1": "3415 W BROADWAY", "city": "COUNCIL BLUFFS", "state": "IA", "zip": "51501", "phone": "7123283040"}, "mail-address": {"street1": "2305 CANYON BLVD.", "street2": "SUITE 103", "city": "BOULDER", "state": "CO", "zip": "80302"}, "former-company": {"former-conformed-name": "TRAVIS INDUSTRIES INC", "date-changed": "19930614"}}
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                         ------------------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933

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

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

2955 Valmont Rd., Suite 310, Boulder, Co.                           80302
--------------------------------------                           ------------
(Address of Principal Offices)                                    (Zip Code)

                  2000 Omnibus Stock Option and Incentive Plan
          Recent and Residual Grants under 1998 and 1999 Omnibus Stock
                            Option and Incentive Plan
                         Greg Lowe Consulting Agreement
             Convertible Note for Accrued Salary for Thomas P. Raabe
            --------------------------------------------------------
                            (Full Title of the Plan)

    Thomas P. Raabe, 2955 Valmont Street, Suite 310, Boulder, Colorado 80302
    -------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (303) 247-1313
                     ---------------------------------------
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

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

Title of Each Class                     Proposed Maximum        Proposed Maximum        Amount of
of Securities           Amount to be    Offering Price          Aggregate               Registration
to be Registered        Registered      Per Share               Offering Price (F1)     Fee
------------------      ------------    -----------------       -------------------     -------------
Common                  50,000,000      $0.046                  $2,300,000              $607
(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 and proxy  statement for the
          fiscal year ended December 31, 1999.

     (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 June 8, 2000.

REGISTRANT: ARETE INDUSTRIES, INC.

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

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

/s/ Thomas P. Raabe                                           Date: June 8, 2000
----------------------------------------                            ------------
Thomas P. Raabe
Director and Principal Executive Officer

/s/ Thomas Y. Gorman                                         Date:  June 8, 2000
-------------------------------------------------------             ------------
Thomas Y. Gorman
Director and Principal Financial and Accounting Officer

                                        5
EXHIBIT INDEX

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

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

EX-5           Opinion re: legality             EX-5

EX-25          Consents of experts              EX-25.1, 25.2 and 25.3
               and counsel