FORM 10-QSB - Quarterly Report Under Section 13 or 15(d)
                 of the Securities Exchange Act of 1934

                              UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                FORM 10-QSB

[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.   For the period ended:          June 30, 1999
or
[   ] Transition Report Pursuance to Section 13 or 15(d) of the Securities
Exchange act of 1934.  For the transition period from         to

Commission File Number             33-16820-D

                       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.)

   2305 Canyon Blvd., Suite 103 Boulder, CO         80302
   (Address of principal executive offices)      (Zip Code)

                         (303) 247-1313
       (Registrant's telephone number, including area code)

                            NOT APPLICABLE
       (Former name, former address and former fiscal year, if
                     changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                           [ X  ] Yes     [  ] No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.

                                [ X ] Yes     [   ] No


                   APPLICABLE ONLY TO CORPORATE ISSUERS:

As of August 6, 1999, Registrant had 284,615,516 shares of common stock,
No par value, outstanding.

<TABLE>
<CAPTION>
                                    INDEX

                                                                     Page
                                                                    Number
<S>                                                                 <C>
Part I.       Financial Information

Item I.     Financial Statements

Balance Sheet as of  June 30, 1999                                     2

Statements of Operations, Three Months
  Ended June 30, 1999 and 1998                                         3

Statements of Operations, Six Months
  Ended June 30, 1999 and 1998                                         4

Statements of Cash Flows, Three Months
  Ended June 30, 1999 and 1998                                         5

Statements of Cash Flows, Six Months
  Ended June 30, 1999 and 1998                                         6

Notes to Financial Statements                                          7

Item 2.     Management's Discussion and Analysis of
  Financial Conditions and Results of Operations                       8

Part II.  Other Information                                            9

</TABLE>
<TABLE>
<CAPTION>
                              ARETE INDUSTRIES, INC.
                                 BALANCE SHEET

                                 June 30, 1999
                                  (Unaudited)

<S>                                                          <C>
Current Assets

     Cash                                                    $    56,960
     Accounts receivable, net of allowance for
     doubtful accounts of $25,000                                120,725
                                                              __________
 Total Current Assets                                         $  177,685

Furniture and equipment, net of accumulated
  depreciation  (Note 2)                                           2,329

Prepaid Expenses                                                  19,416

Other Investments                                                 38,188
                                                             __________
	Total Assets                                                $   237,618


Current Liabilities

     Accounts payable                                           305,705
     Notes Payable                                               41,000
     Customer deposits  (Note 1(e))                                   -
     Other accrued expenses                                     239,015
                                                             _________
         Total Current Liabilities                           $  585,720

   Total Liabilities                                         $  585,720

 Stockholders' (Deficit) Equity:
      Redeemable convertible preferred stock - no par
      Series A, 3,000 shares issued and outstanding,
     $30,000 face value                                          30,000
      Common stock - No par value,
     500,000,000 shares authorized;
     283,115,516 shares issued and
     outstanding as of 630/99     (Note 3)                     7,211,457
     Accumulated deficit                                      (7,402,652)
     Current Period Deficit                                     (186,907)
       Total Stockholders' Equity (Deficit)                     (348,102)
                                                              __________

Total Liabilities and Stockholders' (Deficit)                $   237,618
                                                             ===========


The accompanying notes are an integral part of the financial statements.

</TABLE>
<TABLE>
<CAPTION>
                        ARETE INDUSTRIES, INC.
                       STATEMENTS OF OPERATIONS

                  For the Three Months Ended June 31,
                             (Unaudited)

                                                   1999              1998
<S>                                         <C>               <C>
Sales  (1c)                                 $    171,618      $     583,782

Cost of goods sold (exclusive of
depreciation shown separately
below)  (1c)                                     126,618            463,578
                                            ____________       ____________
  Gross Profit                                    45,000            120,204

Operating Expenses
 Depreciation    (1d)                                   -             10,923
 Bad debts                                              -              5,000
 Rent                                              13,600             21,500
 Salaries                                         160,058             70,230
 Other operating expenses                          58,222             97,911

   Total Operating Expenses                       231,880            205,564
                                            ____________       _____________
Net Operating (Loss)                        $   (186,880)      $   ( 85,360)

Other Income (Expenses)
 Interest Income                                      107                   -
 Miscellaneous  Income                                  -                   -
 Gain on sale of investment                             -              4,500
 Interest (expense)                                  (134)            (1,238)
                                            _____________      _____________
   Total Other                              $         (27)     $       3,262

Net (Loss)                                  $    (186,907)     $     (82,098)
                                            _____________      _____________
Net (Loss) per Share                        $         nil      $         nil

Weighted Average Shares Outstanding            282,307,824       216,184,655


The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
<CAPTION>
                          ARETE INDUSTRIES, INC.
                        STATEMENTS OF OPERATIONS

                     For the Six Months Ended June 30,
                              (Unaudited)

                                                     1999            1998
<S>                                            <C>           <C>
Sales  (1c)                                    $    429,102  $    860,488

Cost of goods sold (exclusive of
  depreciation shown separately
  below)  (1c)                                      352,769       679,526
                                                __________   ____________
  Gross Profit                                       76,331       180,962

Operating Expenses
 Depreciation    (1d)                                     -        26,705
 Bad debts                                                -        79,065
 Rent                                                37,365        43,000
 Salaries                                           224,863       153,952
Other operating expenses                            122,016       211,881
  Total Operating Expenses                          384,244       514,603
                                               ____________  ____________
Net Operating (Loss)                           $   (307,913) $   (333,641)

Other Income (Expenses)
 Interest Income                                        420             -
 Miscellaneous  Income                                    -             -
 Gain on sale of investment                          40,061         4,500
 Interest (expense)                                  (1,781)       (7,065)
   Total Other                                $      38,700   $    (2,565)
                                              _____________   ___________
Net (Loss)                                    $    (269,213)  $  (336,206)
                                              _____________   ___________
Net (Loss) per Share                          $         nil   $       nil

Weighted Average Shares Outstanding             266,086,314    226,430,264


The accompanying notes are an integral part of the financial statements.

</TABLE>
<TABLE>
<CAPTION>


                          ARETE INDUSTRIES, INC.
                         STATEMENTS OF CASH FLOWS

                    For the Three Months Ended June 30
                               (Unaudited)
                                                 1999           1998
<S>                                     <C>             <C>

Cash Flows from Operating Activities:
 Net (loss)                              $    (186,907)   $     (82,098)
 Adjustments to reconcile net
  income (loss) to net cash used
  in operating activities
    Depreciation                                     -           10.923
    Ammortization of Management Fees                 -           12,500
 Stock Issued for Services                      99,096           46,000
    Increase (Decrease) in Customer
    Deposits (Note 1e)                          (7,274)          (6,539)
    Increase (Decrease) in Accounts
     Payable, Accrued Expenses and
     Other                                     173,185           15,277
    (Increase) Decrease in Accounts
     Receivable                               (100,594)          (8,261)
                                         _____________      ___________

Net Cash Provided by Operating
 Activities                                   (22,494)          (12,198)
                                         _____________      ___________
Cash Flows from Investing Activities          (23,188)                -

Purchase of Equipment                          (2,329)                -
                                              (25,517)
                                         ____________       ___________
Cash Flows from Financing Activities:
   Note Payable                                41,000                 -
   Proceeds from Issuance of Common Stock      22,148                 -
                                         ____________       ___________
Net Cash (Used by) Financing
 Activities                                    63,148                 -
                                         ____________       ___________
Increase (Decrease) in cash                    15,137          (12,198)

Cash, beginning of period                      41,823           12,198
                                         ============       ==========
Cash, end of period                      $     56,960       $        -
                                         ============       ==========
Interest paid                            $        134       $    1,238
                                         ============       ==========
Income taxes paid                        $          -       $        -
                                         ============       ==========

The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
<CAPTION>

                          ARETE INDUSTRIES, INC.
                         STATEMENTS OF CASH FLOWS
                      For the Six Months Ended June 30
                              (Unaudited)
                                                 1999           1998
<S>                                     <C>             <C>

Cash Flows from Operating Activities:
Net (loss)                              $     (269,214)  $     (336,206)
Adjustments to reconcile net
 income (loss) to net cash used
 in operating activities
    Depreciation                                     -           26,705
    Increase (Decrease) in Prepaid Expenses     (8,437)           9,737
    Stock Issued for Services                  153,223          318,335
    Increase (Decrease) in Customer
    Deposits (Note 1e)                         (10,791)         110,000
    Increase (Decrease) in Accounts
     Payable, Accrued Expenses and
     Other                                     247,258          (78,242)
    (Increase) Decrease in Accounts
     Receivable                               (106,007)         (48,865)
                                           ____________     ____________
Net Cash Provided by Operating
 Activities                                      6,032            1,464
                                           ___________      ___________

Cash Flows from Investing Activities           (23,188)               -
                                           ___________      ___________
Purchase of Equipment                            2,329                -
                                           ___________      ___________
Cash Flows from Financing Activities:
   Repayment of Note Payable and Advances      (48,800)               -
   Note Payable                                 41,000                -
   Proceeds from Issuance of Common Stock       64,198                -
                                           ___________      ___________
Net Cash Added by (Used by) Financing
 Activities                                     56,398                -
                                           ___________      ___________
Increase (Decrease) in cash                     36,913           13,662

Cash, beginning of period                       20,047           (1,464)
                                           ___________      ___________
Cash, end of period                        $    56,960       $   12,198
                                           ===========      ===========
Interest paid                              $     1,781       $    5,287
                                           ===========      ===========
Income taxes paid                          $         -      $         -
                                           ===========      ===========


The accompanying notes are an integral part of the financial statements.


                           ARETE INDUSTRIES, INC.
                         NOTES TO FINANCIAL STATEMENTS

                                June 30, 1999
                                 (Unaudited)

 (1) Summary of Significant Accounting Policies

     a)     Condensed Financial Statements

The financial statements included herein have been prepared by Management of
Arete Industries, Inc. without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted as allowed by such rules and regulations, and management believes
that the disclosures are adequate to make the information presented not
misleading.

The management of Arete Industries, Inc. believes that the accompanying
unaudited condensed financial statements contain all adjustments (including
normal recurring adjustments) necessary to present fairly the operations and
cash flows for the periods presented.

b)     Change in Fiscal Year End.

Effective the period ended December 31, 1998, the Company changed its fiscal
year end to December 31, from March 31.

c)     Revenue Recognition.

The Company recognizes revenue when goods are shipped and/or services
are provided and when expenses are incurred. Prior period financial
statements include a reclassification of postage expenses from cost
of goods sold to a reduction of sales to be consistent with the
presentation for the period ended June 30, 1999.

d)     Furniture and Equipment.

All of the Company's operating equipment has been either liquidated or
relocated to Denver, Colorado during the current period.  The Company's
operating equipment is being carried at a fully depreciated value, or zero at
this time, due to this equipment being held after the end of its depreciable
life. Office equipment, costing $2,329, was purchased in the current period.

e)     Reclassification of Certain Liability.

Following the end of the second quarter of fye 12/31/98, the Company reclassified
certain Current Liabilities to Current Liabilities - Customer Deposits to account
for advance customer payments received for services which were held pending
completion of work as of the end of the reporting period.

f)     Basis of Presentation - Going Concern

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern.  However, the Company has sustained recurring
operating losses, has a net capital deficiency, and is delinquent on certain
payroll taxes and on payment of creditor liabilities.  In view of these matters,
 realization of certain of the assets in the accompanying balance sheet is
dependent upon continued operations of the Company, which in turn is dependent
upon the Company's ability to meet its financing requirements, raise additional
capital, and the success of its future operations.  Management believes that
actions planned and presently being taken to revise the Company's operating and
financial requirements provide the opportunity for the Company to continue as
a going concern.

2)     Recent Sale of Assets.

The Company sold a substantial portion of its operating assets and office
furnishings as a part of the move of operations into facilities of SourceOne
Worldwide, LLC. for $40,061 recorded as a long term gain from sale of equipment.
The balance of operating assets are at the end of their depreciable lives, are
fully depreciated and are carried at $0 book value.

3)     Common Stock Issued

During the three month period ended June 30, 1999, 7,500,000 shares of common
stock were issued as compensation payments and bonuses to officers and directors
pursuant to the Company's 1998 Omnibus Stock Option and Incentive Plan
(the "1998 Plan") including 4,500,000 common shares to the CEO and 1,500,000
common shares each to the two outside directors.  In addition, 1,500,000
common shares were issued to the former general manager of the Company's
printing and direct mail subsidiary, on exercise of an option granted as
severance for the $15,000 in cash.  Also, 1,000,000 common shares were
issued to the General Manger of Aggression Sports, Inc. as compensation
and booked as an advance to Aggression Sports.

4)     Stock Options/Grants.

During the period ended June 30, 1999, the Company granted
incentive stock options to its directors and CEO to purchase
up to 16,500,000 shares at an exercise price of $0.011 per
share pursuant to the 1998 Plan including a 10,500,000 share
option to the Company's CEO and a 3,000,000 share option to
the two outside directors.

Also, pursuant to the Company's 1999 Omnibus Stock Option
and Incentive Plan (the "1999 Plan") which was adopted by
the shareholders at the June 11, 1999 annual meeting of
shareholders, the two outside directors, as administrators
of the 1999 Plan, were issued formula awards of contingent
bonuses of 1,250,000 common shares each, issuable in the
amount of one quarter (1/4) of the total amount on the
last day of each fiscal quarter beginning June 30, 1999
provided that such individual is a director or executive
officer of the Company on that date.  As part of the same
award, each outside director was awarded an option to
purchase $25,000 in Class A Preferred Stock,
convertible into common shares at an initial
conversion price of $0.00975 per share for a
period of two years after the vesting date.  The
options vest quarterly commencing October 1, 1999
as to 1/2 of such shares, and the balance in equal
amounts at the end of the next two fiscal quarters,
again provided that the individual is a director or executive
officer on such date.

5)     Accrued Salary

The Company's Chairman and CEO has been accruing all salary
since January, 1999.  Pursuant to his employment agreement,
he has the right to exchange accrued salary at any time into
shares of Class A Preferred Stock, Cash or Common Stock, at his
option.  The rights, preferences and privileges of such Preferred
Stock has been previously disclosed in the Company's periodic
reports.   As of the end of the current period ended June 30,
1999, the CEO had accrued salary of $37,500 plus reimbursable
expenses.

6) Extraordinary and Non-recurring Expenses

During the period ended June 30, 1999, the Company continued to experience
extraordinary and non-recurring expenses in connection with the
closure of its operations in Council Bluffs, Iowa and moving
its print and direct mail operations as well as its accounting
records and controls to Colorado.  These expenses include severance payments
to former employees,  order cancellations and credits issued to customers
and unresolved overcharges and billing errors from the Company's outsourcing
supplier. Also, during the current period, the Company paid certain non-cash
compensation to directors, executive officers, experts and consultants which
expenses are attributable to the ongoing turnaround and restructuring project.

                               ITEM 2
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS

Arete Industries, Inc. (the "Company") was organized as a Colorado corporation
on June 21, 1987 under the name Travis Investments, Inc. and filed and completed
its initial public offering as a blank check company in that year.  The Company
acquired a cooperative coupon direct mail advertising business that year and
since then made several acquisitions of similar businesses.  In, 1994 the Company
filed for Chapter 11 Bankruptcy protection and, in 1995, the United States
Bankruptcy Court approved the Company's Chapter 11 Plan of Reorganization.
The Company emerged from its Chapter 11 bankruptcy with its cooperative coupon
franchise business intact along with a small captive coupon printing and mailing
operation located in Council Bluffs, Iowa.

Beginning in May of 1998, with a complete change in management control to its
current management, the Company embarked on a turnaround and restructuring
plan in which it was converted into a holding company with two subsidiaries.
Effective September 1, 1998, all operations and assets of the franchised
cooperative coupon business were transferred into a new, wholly owned
subsidiary, Global Direct Marketing Services, Inc.  Also, pursuant to the
change in control agreement, executed by present and former management,
the Company acquired a minority interest in Aggression Sports, Inc.,
which was formed to pursue business in the outdoor sports industry.

Beginning February 1999 and continuing through the current period, the
Company entered into the first phase of a joint venture agreement with
SourceOne Worldwide, LLC in which it outsourced all its printing and
mailing operations from SourceOne's Denver fulfillment facility.
Customer service, graphics and typesetting was temporarily provided by
employees of Global Direct in an executive suite leased from an
unaffiliated party in Council Bluffs, IA, in order to assure
continuity of the relationships with current customers until
the transition to Colorado was complete.  In July, 1999, the
 Company closed its Council Bluffs operation entirely and
 transferred all functions to SourceOne.  Bookkeeping and
accounting functions formerly handled by an independent firm
in Iowa were transferred to Colorado as well.

Since the end of the current period, the Company hired two
individuals to review the current business structure and
recommend and implement changes in pricing, franchise structure,
and operating procedures.  These changes will be put in place
and implemented by approximately October 1, 1999.  These
individuals also are being retained to design a new franchise
system incorporating these changes, prepare and file a new
Uniform Franchise Offering Circular and begin selling new
franchises across the country on behalf of the Company's subsidiary.

Results of Operations

The Company's financial performance has been adversely affected
by the transition from closing its Council Bluffs, Iowa printing and direct mail
facility and starting-up its outsouring relationship in Denver, Co.  The Company
plans to reverse these effects by improving systems and controls and making
sweeping changes in its product and service offerings and pricing structure.
Due to late mailings and printing mistakes, customers cancelled orders, and were
given credits to ensure their continued business.  Certain customers withdrew
from the Franchise system.  The Company generated operating revenues of
approximately $171,618 with cost of goods sold of $126,151 (or 74% of sales)
during the quarter ended June 30, 1999.  This is compared to operating revenues
of $583,782 and cost of goods sold of approximately $463,578 (or 80% of sales)
during the quarter ended June 30, 1998.  The salary expenses of approximately
$160,058 (or 94% of sales) were incurred during the quarter ended June 30, 1999,
compared to $70,230 (or 12% of sales) in the quarter ended June 30, 1998.  The
increase in compensation was due to payment in common stock to directors,
executives and consultants necessary to perform the ongoing turnaround of the
direct mail business and the ongoing restructuring of the Company.  The Company
had a  net loss of $186,880 (or 100.09% of sales) during the quarter ended
June 30, 1999.

Management was required to estimate its accounts receivable of $120,725 as of
June 30, 1999 due to an unanticipated loss of billing information during the
move to Denver and difficulty experienced by the Company coordinating with the
accounting systems of its oursourcing partner.  The Company continues to work
on reconstructing its accounting and billing system and correcting errors.

Liquidity and Capital Resources

Management's efforts to date have been directed at eliminating historic operating
losses caused by fatal deficiencies in its operating systems and equipment
and problems associated with remote management.  Management has since discovered
additional flaws in the pricing and product mix of its cooperative coupon
franchise business and is now acting to completely revise these elements.  It
is anticipated that after the break-in period, installation of new accounting
and operating systems as well as the pending installation of  new equipment at
its outsourcing facility, the Company will begin to experience
growth in sales without ongoing operating losses.  The Company has negotiated
a pricing structure with SourceOne going forward which will assure a fixed gross
profit, and has hired two industry veteran franchise sales personnel to begin
to sell franchises nationwide.  These moves will enhance cash flow as well as
allow the Company to accumulate working capital to fund growth of
its current business and expand into other more profitable lines of business.

The Company had liabilities in excess of assets at June 30, 1999
of $348,102.

At June 30, 1999, the Company had no material commitments
for capital expenditures.


                                PART II
                            OTHER INFORMATION
Item 1.     Legal Proceedings.

During the period ended June 30, 1999, there were no material legal
proceedings initiated by or against the Company or any of its officers,
directors or subsidiaries.

Item 2.     Changes in Securities

(a) Changes in Instruments Defining Rights of Security Holders.  Previously
reported.

(b) Not Applicable

(c) Item 701 Reg. SB.  -  There were no unregistered shares of common stock
sold by the registrant during the period covered by this report.

Item 3.   Defaults Upon Senior Securities.
None.

Item 4.	Submission of Matters to a Vote of Security Holders.

a)   The Company's annual meeting of the shareholders was held on June 11, 1999.

b) The following individuals were elected by the votes shown, as the entire
board of directors of the Company at the annual meeting.
  Thomas P. Raabe			For:   213,873,415	Withhold:   1,125,319
  Thomas Y. Gorman			For:   213,963,415	Withhold:   1,035,319
  Keith A. Talbot			For:   213,902,665	Withhold:   1,096,069

c) Other Business Conducted at the Meeting:

i) Adoption of the 1999 Omnibus Stock Option and Incentive Plan.  The Plan
reserves for issuance up to 35,000,000 shares of common stock or common
stock equivalents, preferred stock or equivalents, SAR's, tandem rights
and other incentive awards to officers, directors, employees and consultants.

The two outside directors, Messrs. Talbot and Gorman, were appointed as
administrators under the Plan and a formula award to these individuals
was included in the plan and approved by the shareholders, preserving
the requirement of disinterested directors plan administrators.
(See - Note 4, Notes to Financial Statements and Registrant's
Definitive Proxy Statement, previously filed, as an amendment to
Form 10-KSB for the fiscal year ended Dec. 31, 1998).

Of the total 214,998,734 voting shares represented at the meeting,
the measure adopting this plan was adopted by a vote of 92, 465,174
in favor, 8,781,888 against, 1,489,182 abstentions and 112,262,490 broker
non-votes.

ii) Ratification of Appointment of Independent Auditors.  The appointment of
Schumacher & Associates, CPA's as independent auditors of the Company for
the upcoming fiscal year ending December 31, 1999 was passed by a vote of
213,970,052 in favor, 234,000 withheld and 794,682 abstentions.

Item 5.	Other Information.

Subsequent Material Event.  On August 2, 1999, the U.S. Securities and
Exchange Commission filed a civil action in the U.S. District Court for
 the District of Colorado instituting injunctive proceedings against the
 Company, its current CEO and its former directors, under Section 10(b)
of the Exchange Act and Rule 10b-5 thereunder pertaining to certain press
 releases issued by the Company under former management in February of
1998; and further cited violations of Section 15(d) of the Exchange Act
for Late and Missing filings of periodic reports under the Exchange Act.
The first claim states that the Company issued two false or misleading
press releases in February of 1998 pertaining to an acquisition and
that the current CEO, being a principal of the target company,
 participated in the preparation of the press releases.  The second
claim states that the Company filed a number of its periodic reports
late including several that were never filed for periods ranging from
inception of the Company to the present.  The Company and its current
CEO and former directors and executive officers state that undisputed
evidence obtained during the preceding SEC investigation in which they
voluntarily cooperated, belies any grounds for a fraud claim against
them and/or the Company.  Secondly, the Company believes that former
management filed a number of its reports late pursuant to valid
extensions under Rule 12b-25 of the Exchange Act and was exempt
from filing reports during the Company's Chapter 11 Bankruptcy
proceedings for others.  The Company further argues that it brought
certain delinquent reports current following the resignation of
its former management and there are therefore no grounds for
sanctions for late or missing filings against the Company or
current management.

Item 6.     Exhibits and Reports on Form 8-K

The following exhibits are attached:

</TABLE>
<TABLE>
<S>                                                         <C>
Exhibit No.	                                                Page No.
10-1	1999 Omnibus Incentive Stock Compensation Plan
      Adopted June 11, 1999                                 EX-10.1
27	  Financial Data Schedule 	                              EX - 27
</TABLE>

There were no Reports on Form 8-K filed during the period covered by
this report.


                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934,
 the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                    ARETE INDUSTRIES, INC.



Date: August 23, 1999               By:  /s/  Thomas P. Raabe, CEO
                                    Principal Executive Officer,
                                    Principal Financial and
                                    Accounting Officer