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:          September 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 November 5, 1999, Registrant had 292,315,516 shares of common stock,
No par value, outstanding.

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<CAPTION>
                                    INDEX

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

Item I.     Financial Statements

Balance Sheet as of  September 30, 1999                                     2

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

Statements of Operations, Nine Months
  Ended September 30, 1999 and 1998                                         4

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

Statements of Cash Flows, Nine Months
  Ended September 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

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<CAPTION>
                              ARETE INDUSTRIES, INC.
                                 BALANCE SHEET

                               September 30, 1999
                                  (Unaudited)

<S>                                                          <C>
Current Assets

     Cash                                                    $    81,163
     Accounts receivable, net of allowance for
     doubtful accounts of $25,000                                 41,398
                                                              __________
 Total Current Assets                                         $  122,561

Furniture and equipment, net of accumulated
  depreciation  (Note 2)                                          46,079


Other Investments(Advance)                                        37,148
                                                             ___________
	Total Assets                                                $   205,788
                                                             ===========

Current Liabilities

     Accounts payable                                        $   368,608
     Notes Payable (Note 2)                                       85,250
     Other accrued expenses                                      290,890
                                                             ___________
         Total Current Liabilities                           $   744,748

   Total Liabilities                                         $   744,748

 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;
     287,915,516 shares issued and
     outstanding as of 9/30/99     (Note 3)                    7,277,895
     Accumulated deficit                                      (7,589,559)
     Current Period Deficit                                     (257,296)
       Total Stockholders' Equity (Deficit)                     (538,960)
                                                              ___________

Total Liabilities and Stockholders' (Deficit)              $     205,788
                                                             ============


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

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<CAPTION>
                        ARETE INDUSTRIES, INC.
                       STATEMENTS OF OPERATIONS

               For the Three Months Ended September 30,
                             (Unaudited)

                                                   1999              1998
<S>                                         <C>               <C>
Sales  (1c,6)                              $    252,786      $     531,623

Cost of goods sold (exclusive of
depreciation shown separately
below)  (1c,6)                                   363,873            459,911
                                            ____________       ____________
  Gross Profit                                  (111,087)            71,712

Operating Expenses
 Depreciation    (1d)                                   -             10,924
 Bad debts                                              -             (5,000)
 Rent                                               5,400             24,520
 Salaries                                          58,170             28,378
 Other operating expenses                          81,824             81,753

   Total Operating Expenses                       145,394            140,575
                                            _____________       _____________
Net Operating (Loss)                        $    (256,481)      $    ( 68,863)

Other Income (Expenses)
 Interest Income                                      201                   -
 Miscellaneous  Income                                  -                   -
 Gain on sale of investment                             -              4,500
 Interest (expense)                                (1,016)            (1,238)
                                            _____________      _____________
   Total Other                              $        (815)     $       3,262

Net (Loss)                                  $    (257,296)     $     (82,098)
                                            _____________      _____________
Net (Loss) per Share                        $         nil      $         nil

Weighted Average Shares Outstanding            285,663,342       226,184,655


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

                 For the Nine Months Ended September 30,
                              (Unaudited)

                                                     1999            1998
<S>                                            <C>           <C>
Sales  (1c)                                    $    681,888  $  1,392,111

Cost of goods sold (exclusive of
  depreciation shown separately
  below)  (1c)                                      716,642     1,139,437
                                                ___________   ____________
  Gross Profit                                      (34,754)      252,674

Operating Expenses
 Depreciation    (1d)                                     -        37,629
 Bad debts                                                -        74,065
 Rent                                                42,765        67,520
 Salaries                                           283,033       182,330
Other operating expenses                            203,843       293,632
  Total Operating Expenses                          529,641       655,176
                                               ____________  ____________
Net Operating (Loss)                           $   (564,395) $   (402,502)

Other Income (Expenses)
 Interest Income                                        621           376
 Miscellaneous  Income                                    -             -
 Gain on sale of investment                          40,061         4,500
 Interest (expense)                                  (2,797)      (23,105)
   Total Other                                $      37,885   $   (18,229)
                                              _____________   ___________
Net (Loss)                                    $    (526,510)  $  (420,731)
                                              _____________   ___________
Net (Loss) per Share                          $         nil   $       nil

Weighted Average Shares Outstanding             272,707,956    226,184,655


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 September 30
                               (Unaudited)
                                                 1999           1998
<S>                                     <C>             <C>

Cash Flows from Operating Activities:
 Net (loss)                              $    (257,296)   $     (84,526)
 Adjustments to reconcile net
  income (loss) to net cash used
  in operating activities
    Depreciation                                     -           10,924
    (Increase) Decrease in Prepaid Expenses     19,416
    Ammortization of Management Fees                 -           14,583
    Stock Issued for Services                   44,338           80,000
    Increase (Decrease) in Customer
      Deposits (Note 1e)                                        (93,972)

    Increase (Decrease) in Accounts
     Payable, Accrued Expenses and
     Other                                     114,778           66,622
    (Increase) Decrease in Accounts
     Receivable                                 79,327           25,290
                                         _____________      ___________

Net Cash Provided by Operating
 Activities                                        563           18,921
                                         _____________      ___________

Cash Flows from Investing Activities             1,040                -
Purchase of Equipment                          (43,750)               -
                                         ______________     ___________
                                               (42,710)               -

Cash Flows from Financing Activities:
   Note Payable                                 44,250                -
   Proceeds from Issuance of Common Stock       22,100                -
                                         _____________       ___________
Net Cash (Used by) Financing
 Activities                                     66,350                -
                                         _____________       ___________
Increase (Decrease) in cash                     24,203           18,921

Cash, beginning of period                       56,960           12,198
                                         =============       ==========
Cash, end of period                      $      81,163      $        -
                                         =============       ==========
Interest paid                            $       1,016      $    16,040
                                         =============       ==========
Income taxes paid                        $          -       $        -
                                         =============       ===========

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

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

Cash Flows from Operating Activities:
Net (loss)                              $     (526,510)  $     (420,732)
Adjustments to reconcile net
 income (loss) to net cash used
 in operating activities
    Depreciation                                     -           37,629
    (Increase)Decrease in Prepaid Expenses      10,979            9,737
    amortization of Management Fees                              27,083
    Stock Issued for Services                  197,561          398,335
    Increase (Decrease) in Customer
    Deposits (Note 1e)                         (10,791)          16,028
    Increase (Decrease) in Accounts
     Payable, Accrued Expenses and
     Other                                     362,036          (11,620)
    (Increase) Decrease in Accounts
     Receivable                                (26,680)         (23,575)
                                           ____________     ____________
Net Cash Provided by Operating
 Activities                                      6,595            20,385
                                           ___________      ____________

Cash Flows from Investing Activities           (22,148)               -
                                           ___________      ____________
Purchase of Equipment                          (46,079)               -
                                           ___________      ____________
Cash Flows from Financing Activities:
   Repayment of Note Payable and Advances      (48,800)               -
   Note Payable                                 85,250                -
   Proceeds from Issuance of Common Stock       86,298                -
                                           ___________      ____________
Net Cash Added by (Used by) Financing
 Activities                                    122,748                -
                                           ___________      ____________
Increase (Decrease) in cash                     61,116            20,385

Cash, beginning of period                       20,047           (1,464)
                                           ___________      ___________
Cash, end of period                        $    81,163       $   18,921
                                           ===========      ===========
Interest paid                              $     2,797       $   18,925
                                           ===========      ===========
Income taxes paid                          $         -      $         -
                                           ===========      ===========


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


                           ARETE INDUSTRIES, INC.
                         NOTES TO FINANCIAL STATEMENTS

                                September 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 September 30, 1999.

d)     Furniture and Equipment.

All of the Company's operating equipment has been either liquidated or
relocated to Denver, Colorado during previous periods.  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. During the current period, the company purchased its inserter equipment
from the lessor for $43,750 by issuance of a note payable secured by the
inserter equipment (See Note 2).

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)     Sale and Purchase of Assets.

During the current period, the company purchased its inserter equipment from the
lessor with a note payable secured by the equipment.
The Company sold a substantial portion of its operating assets and office
furnishings as a part of the closure and outsourcing of its printing and direct
mail operations 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 September 30, 1999, 4,800,000 shares of
common stock were issued as compensation payments to employees and consultants
in lieu of cash compensation for accounting and bookkeeping, internet
development services, sales and marketing consulting and salary for the
Company's Chief Operating Officer.  Stock issued to the General Manger of
Aggression Sports, Inc. as compensation was booked as an advance to
Aggression Sports, Inc.

4)     Stock Options/Grants.

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 September 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 February, 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 September 30,
1999, the CEO had accrued salary of $60,000 plus reimbursable
expenses.

6) Extraordinary and Non-recurring Expenses

During the period ended September 30, 1999, the Company continued to
experience extraordinary and non-recurring expenses in connection
with the closure of its print/mail facility in Iowa, tranferring
administrative and accounting functions to Boulder, and moving customer
services to Phoenix, Arizona.  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. On September 30, 1999, the Company terminated its outsourcing
relationship with SourceOne Worldwide and initiated an outsourcing
relationship nwith a third party coupon printing and direct mail
company located in Mesa, Arizona.  As of the end of the current
period, the Company had a substantial disputed balance
owing to its former outsourcing partner for significant overcharges
which, as of the date of this report, has not been resolved to the Company's
satisfaction. The effect of the dispute being resolved in the Company's
favor would result in a decrease in sales from credits issued to customers,
and a decrease in costs of goods sold from credits to the company from its
outsourcing partner. The combination of the above effects would result in
an increase in gross profit and an increase in net operating profit.

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.
By action approved by the shareholders on September 1, 1998, the name of the
Company was changed to Arete Industries, Inc.  The Company's core business is
cooperative coupon direct mail advertising.  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.

At that time, the Company's coupon advertising business began suffering
from significant attrition in its customer base and diminishing revenues.
Further, the print and mail operations were becoming increasingly
unprofitable due to lack of a professional management team, extremely
poor condition of the equipment and lack of capital investment by former
management in customer service and a franchise sales and marketing program to
replenish the franchisee network and increase the independent customer base.
Prior management provided minimal capital to fund losses and pay certain debts,
and funded most of the operating losses with issuance of common stock to
employees, professionals and consultants.

In May of 1998, the Company underwent a change in control and installed
a new turnaround management team charged with restoring the Company's
core business to profitability by eliminating unprofitable operations,
by expanding its customer base and by moving into higher, more profitable
lines of business.

In October, 1998 the Company was restructured to a holding company
format and the print and direct mail was transferred to a wholly owned
subsidiary, Global Direct Marketing Services, Inc.  The structure was changed
to facilitate acquisition or incubation of other business opportunities by the
Company.  The objective of management's turnaround efforts was to eliminate
operating losses and to enable the Company to grow its core business as a
platform for further expansion into higher margin sectors of the direct
mail and direct marketing business.

In November of 1998, the Company engaged Mr. Mike Lowe to be the managing
director of Aggression Sports, Inc., dba Arete Outdoors, a minority (44%)
owned subsidiary of the Company.  Mr. Lowe has become a principal partner
in the Arete Outdoors venture and will offer both his business management
and startup expertise as well as his particularily well renowned product
design, sourcing and marketing expertise in the specialty outdoor sports
industry.  Mr. Lowe recently was also appointed as Chief Operating Officer
of the parent company, Arete Industries, Inc. to assist in executing the
turnaround and ramp-up of the direct marketing business.  To date, Aggression
Sports, Inc., dba Arete Outdoors, has no revenues employees or operations.

In January of 1999, the Company entered into a joint venture agreement with
SourceOne Worldwide, a Denver based sales, marketing and customer service
fulfillment company to help the Company shut down its operations in Iowa
and set up new printing facilities located at SourceOne's facilities in Denver.
Under the agreement, printing and direct mail operations were to be outsourced
to SourceOne based on a favorable pricing matrix recommended by SourceOne to
ensure positive gross profit during the transition phase of the venture.
This venture began in February of 1999 and was terminated on September 30,
1999 due to repeated printing and mailing errors and the inability of
SourceOne to meet the requirements of the Company's customers, either
in pricing, quality or service.  To stem an increasing loss of customers
due to these problems, the Company determined to place its print and direct
mail production work with much more suitable outside facility located in the
Phoeniz, Az. area.  Although management is dissappointed with the results of
the SourceOne relationship, the joint venture made it possible for the
Company to eliminateing the causes for ongoing operational losses making it
possible to grow and enhance the current direct mail business and to take the
Company in a new, more promising directions.

During the current period, the Company hired two industry veterans to clean up,
reposition and restructure the Company's direct mail advertising business to
restore its profitability, make it competitive, to manage and service the
current customer base and to design and launch a new franchise sales program
to start in January, 2000.  Effective October 1, 1999, the Company's pricing
and cost structure now affords the Company the ability to operate profitably
and the ability to grow without requiring substantial infusions of equity or
debt for capital improvements, etc.


Results of Operations

The current period operating results reflects in total the effects of
outsourcing all print and direct mail requirements to third parties and
engaging the services of independent contractors by payment with common
stock.  These results reflect elimination of historical administrative and
production overhead and introduction of direct pricing through by the
Company's former outsourcing partner including excessive prices, failure to
correct or credit the Company or its customers for numerous errors and mistakes
leading to lost business, late billings and refusals of customers to pay for
work performed.

The Company's financial performance has also been adversely affected by
continuing non-recurring expenses incurred in connection with the closing of
its Iowa facilities, by moving and reconstructingfinancial and operating
records, by applying credits applied to customers or which were taken by
customers for untimely work, mistakes and poor performance of the former joint
venture partner.  The Company has made strides to reverse these effects by
eliminating unprofitable operations, completely redesigning the franchise
business from policies and procedures to product offering choices, costs
and pricing, and by mounting an immediate campaign to recruit new
franchisees and independent representatives to increase revenues and
facilitate
acquisition of additional direct marketing capabilities.

The Company generated operating revenues of approximately $252,786 with
cost of goods sold of $363,873 (or 144% of sales) during the quarter ended
September 30, 1999.  This is compared to operating revenues of $531,623 and
cost of goods sold of approximately $459,911 (or 87% of sales) during the
quarter ended September 30, 1998.  The salary expenses of approximately
$58,170 (or 23% of sales) were incurred during the quarter ended September
30, 1999, compared to $28,378 (or 6% of sales) in the quarter ended September
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 $257,296
(or 102.00% of sales) during the quarter ended September 30, 1999.

Management was required to estimate its accounts receivable of $41,398 as of
September 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

When the new Management team was installed in May of 1998, their investigations
disclosed certain deficiencies in financial and management accounting systems.
Management acted early on during their tenure to implement appropriate policies
and procedures to correct these deficiencies.  These efforts had positive
effects of improving cash management and operating efficiencies.  However, new
management also determined that to restore the business to profitability,
total revenues had to increase and to accomplish that task, substantial
capital investment in facilities, equipment and management was imperative.
Management believed at the time that acquiring the needed capital through
debt or equity was not feasible without substantial dilution to current
shareholders.  Therefore, Management determined that the Company's
facilities were incapable of rehabilitation and that outsourcing production
was the only method of bringing the Company out of its predicament.

The Company continues to have little or no sources of liquidity nor the means
of attracting debt or equity investments on terms favorable to the Company.
The Company experiences continuing operating losses which traditionally have
been funded with issuance of common stock, by increasing accounts payable and
accrued expenses and consuming either capital equipment
or increasing short term debt.  Management believes that by focusing on
improving business fundamentals including increasing total sales, generating
net revenue, eliminating fixed costs, cutting back all unnecessary overhead
and outsourcing all production requirements, financial performance will
improve and the Company will become attractive to investors, banks and new,
more advantageous business alliances will become feasible.

The Company had liabilities in excess of assets at September 30, 1999 of
$538,960.

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


                                PART II
                            OTHER INFORMATION
Item 1.     Legal Proceedings.

As disclosed under Subsequent Events in the compnay's second quarter report,
for the period ending June 30, 1999, 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, and further citing violations
of Section 15(d) of the Exchange Act for Late and Missing filings of periodic
reports under the Exchange Act.

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.       None

Item 5.	Other Information.

Subsequent Material Event.

         Effective November 15, 1999, Mr. Keith Talbot resigned as an officer
         and director of the Company.  There were no material disputes cited
         by Mr. Talbot, with regard to conflicts with management or other
         members of the board of directors or pertaining to any material
         transaction or event involving either the Company or its management.

Item 6.     Exhibits and Reports on Form 8-K

The following exhibits are attached:

</TABLE>
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<S>                                                         <C>
Exhibit No.	                                                Page No.

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: November 22, 1999             By:  /s/  Thomas P. Raabe, CEO
                                    Principal Executive Officer,
                                    Principal Financial and
                                    Accounting Officer