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

                                  FORM 10-QSB


      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997

                          Commission file no. 0-28348


                               DBS INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)

          DELAWARE                                  84-1124675
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

      100 Shoreline Highway, Suite 190A
             MILL VALLEY, CA.                   94946        (415) 380-8055
  (Address of principal executive offices)     (Zip Code)    (Registrant's
                                                             telephone number)




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.                   Yes  X      No    

Indicate the number of shares outstanding of  each  of  the issuer's classes of
common stock, as of the latest practicable date.

Class of Securities                             Shares Outstanding
Common Stock, $.0004 Par Value                  as of  April 30, 1997
                                                      5,833,204


                Transitional Small  Business Disclosure Format:

                            YES: ______   NO:    X

<PAGE>2
                                     INDEX



PART I - FINANCIAL INFORMATION

                                                                         PAGE
ITEM  1. Financial Statements

 Condensed  Consolidated Balance Sheets:
 As of  March 31, 1997 (unaudited) and December 31, 1996 (audited)        3

 Condensed Consolidated Statements of Operations (unaudited):
 For the Three Months Ended March 31, 1997 and March 31, 1996
 and  for the period from April 25, 1990 (Inception)  to  March  31,
 1997                                                                     4  

 Condensed Consolidated Statements of Cash Flows (unaudited):
 For the Three Months Ended March 31, 1997 and March 31, 1996
 and for  the  period  from  April 25, 1990 (Inception) to March 31,
 1997                                                                     5

 Notes to Condensed Consolidated Financial Statements                     6


ITEM  2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                        9



PART II - OTHER INFORMATION


ITEM  1. Legal Proceedings                                               10

ITEM  2. Changes in Securities                                           10

ITEM  3. Defaults Upon Senior Securities                                 10

ITEM  4. Submission of Matters to a Vote of Security Holders             10

ITEM  5. Other Information                                               10

ITEM  6. Exhibits and Reports on Form 8-K                                10


SIGNATURES                                                               11


<PAGE>3

                   DBS INDUSTRIES, INC. AND SUBSIDIARY
                     (A Development Stage Company)
                  CONDENSED CONSOLIDATED BALANCE SHEETS


                                           March 31         December
                                           1997             1996
                                           (Unaudited)

ASSETS

Current assets:
  Cash and cash equivalents                $           0      $    402,588
  Restricted cash                                300,000           300,000
  Prepaid and other current assets                86,600            68,944
                                           -------------      ------------
    Total current assets                         386,600           771,532
                                           -------------      ------------
Furniture and equipment (at cost)                 73,277            73,277
Less accumulated depreciation                     37,581            34,406
                                           -------------      ------------
                                                  35,696            38,871
                                           -------------      ------------
Other assets:
  Investments in and advances to 
     affiliated companies                        912,649         1,496,524
  Goodwill, net of accumulated amortization of
    $61,778 and $61,149 respectively              29,212            29,841
  Other assets including restricted equity 
    securities in EchoStar Communications
                                               7,839,396         2,292,409
                                           -------------       -----------
                                               8,781,257         3,818,774
                                           -------------       -----------
      Total assets                           $ 9,203,553       $ 4,629,177
                                           =============       ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Current liabilities:
  Bank overdraft                             $    44,110       $         -
  Accounts payable                               934,883           960,276
  Unearned revenue                               400,000           400,000
  Line of Credit                                 295,000           295,000
  Accrued liabilities                            753,066           607,070
  Convertible debentures                       4,640,000         4,640,000
                                              ----------        ----------
    Total current liabilities                  7,067,059         6,902,346
                                              ----------        ----------

Stockholders' equity (deficit):
  Preferred stock                                      -                 -
  Common stock                                     2,355             2,351
  Capital in excess of par value               4,625,022         4,605,026
  Warrants                                       112,500           112,500
  Net unrealized loss on marketable equity 
    securities                                (1,216,863)                -
  Deficit accumulated during the development 
    stage                                     (1,301,520)       (6,908,046)
  Treasury stock                                 (85,000)          (85,000)
                                              ----------        ----------
    Total stockholders' equity (deficit)       2,136,494        (2,273,169)
      Total liabilities and stockholders' 
         equity (deficit)                    $ 9,203,553       $ 4,629,177
                                             ===========       ===========

The accompanying notes are an integral part of these condensed consolidated
financial statements.

<PAGE>4

                    DBS INDUSTRIES, INC. AND SUBSIDIARY
                       (A Development Stage Company)
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)



                               Three Months Ended             April 25, 1990
                               March 31                       (Inception) to
                                                              March 31,


                               1997            1996           1997


Revenue                        $       -       $       -      $     161,420
                               ---------       ---------      -------------
Cost and operating expenses:
 Cost of revenue                       -               -            127,580
 General and administrative      368,592         744,291          5,359,418
 Research and development        118,137         469,242          2,077,593
                               ---------       ---------       ------------
                                 486,729       1,213,533          7,564,591
                               ---------       ---------       ------------
   Loss from operations         (486,729)     (1,213,533)        (7,403,171)
                               ---------       ---------       ------------

Other income (expense):
 Interest, net                  (128,015)        (84,142)          (561,801)
 Equity in loss of investees, 
   net                                 -               -           (331,802)
 Gain on sale of investment            -               -            836,478
 Gain on marketable equity 
   securities                  6,221,270               -          6,221,270
 Other, net                            -               -            (56,634)
                               ---------       ---------        -----------
                               6,093,255         (84,142)         6,107,511
                               ---------       ---------        ----------- 
  Profit before provision for
   income taxes and minority 
   interests                   5,606,526      (1,297,675)        (1,295,660)

Provision for income taxes             -           1,600             14,435
                               ---------       ---------         ----------
   Profit (loss) before 
    minority interests         5,606,526      (1,299,275)        (1,310,095)

Minority interests in income 
 (loss) of consolidated 
 subsidiaries                          -               -              8,575
                              ----------     -----------        -----------
   Net income (loss)          $5,606,526     $(1,299,275)       $(1,301,520)
                              ==========     ===========        ===========

Net income (loss) per share   $     0.95     $     (0.23) 
                              ==========     ===========

Weighted average number of
  shares of common stock       5,892,447       5,697,188
                              ==========      ==========

The accompanying notes are an integral part of these condensed consolidated
financial statements.

<PAGE>5

                     DBS INDUSTRIES, INC. AND SUBSIDIARY
                        (A Development Stage Company)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                 (Unaudited)


                                       Three Months Ended       April 25, 1990
                                       March 31                 (Inception) to
                                                                March 31,
                                       1997        1996         1997


Net cash used in operating activities  $( 466,698) $(1,294,940) $ (5,280,836)
                                       ----------   ----------  ------------
Cash flows from investing activities:
 Proceeds from sale of investment               -            -       900,000
 Purchase of fixed assets                       -      (19,483)     (105,524)
 Organization costs                             -            -       (28,526)
 Investment to affiliates                       -            -      (896,811)
 Advances to affiliates                         -            -      (214,511)
 Proceeds from affiliate advances               -            -       152,500
 Advances to officer                            -            -       (31,187)
 Purchase of investments                        -   (2,292,409)   (2,292,409)
 Net assets of purchased subsidiaries           -            -      (147,500)
 Cash transferred from Fi-Tek IV, Inc.
  pursuant to the merger and
  reorganization                                -            -       156,648
 Cash of divested subsidiary                    -            -          (277)
 Purchase of patents                            -            -       (18,251)
                                        ---------    ---------     ---------
Net cash used by investing activities           -   (2,311,892)   (2,525,848)
                                        ---------    ---------     ---------

Cash flows from financing activities:
 Bank overdraft                            44,110            -        44,110
 Proceeds from credit line                      -            -       295,000
 Restricted cash on credit line                 -            -      (300,000)
 Issuance of debentures                         -    3,000,000     4,710,000
 Issuance of common stock                  20,000    1,000,002     3,173,516
 Redemption of common stock warrants            -            -       (19,490)
 Stock issue costs                              -            -       (57,235)
 Purchase of shares                             -            -        (5,000)
 Payment of debentures                          -            -      (125,000)
 Proceeds from stockholders' loans              -            -       293,000
 Payment of stockholders' loans                 -            -      (202,217)
                                        ---------    ---------     ---------
Net cash provided by financing activities  64,110    4,000,002     7,806,684
                                        ---------    ---------     ---------

Net increase (decrease) in cash          (402,588)     393,170             -

Cash and cash equivalents,
 beginning of period                      402,588        3,743             -
                                        ---------    ---------      --------
Cash and cash equivalents,
 end of period                         $        -  $   396,913   $         -
                                       ==========   ==========   ===========

The accompanying notes are an integral part of these condensed consolidated
financial statements.

<PAGE>6


                    DBS INDUSTRIES, INC. AND SUBSIDIARY
                         (A Development Stage Company)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1:   UNAUDITED INTERIM FINANCIAL STATEMENTS

      The information presented in these  condensed  consolidated financial
      statements  of  DBS Industries, Inc. (DBSI or the  Company)  and  its
      wholly owned subsidiary,  Global Energy Metering Services, Inc., (the
      subsidiary)  is unaudited.  These condensed consolidated financial
      statements have been prepared assuming the Company will continue as a
      going concern.  Since inception, the Company has devoted substantially
      all of its efforts to developing its business.  The Company has
      therefore incurred substantial losses and negative cash flows from
      operating activities.  To address financing needs, the Company is 
      pursuing various financing alternatives.  These factors raise
      substantial doubt about the Company's ability to continue as a going
      concern.  These financial statements do not reflect any adjustments
      that might result from the outcome of this uncertainty.

      The  financial  statements  include  all adjustments consisting  of  
      only  normal  recurring adjustments which are, in the opinion of 
      management, necessary  to  present  fairly the condensed consolidated 
      financial position of DBSI at March 31, 1997, and condensed  
      consolidated results of operations and cash flows for the interim 
      periods reported. The results  of  operations  for  the  interim  
      period presented are  not  necessarily indicative of expected results 
      for the full fiscal year.

      Certain information and footnote disclosures  normally  contained  in
      financial  statements  prepared in accordance with generally accepted
      accounting principles have  been condensed or omitted.  The condensed
      consolidated financial statements  should be read in conjunction with
      the financial statements and notes contained  in  DBSI's  1996 Annual
      Report to Shareholders.

NOTE 2:  EQUITY IN INCOME & LOSSES OF INVESTEES

      The  financial  statements of the Company for the three months  ended
      March 31, 1997 do  not  reflect  the  Company's  equity  in income or
      losses of ESAT Corporation,  or  Seimac  Limited.   The net equity in 
      such income or losses is not material to the Company's  financial  
      position at March 31,  1997,  or  its results of operations for the 
      three  months  then ended.

NOTE 3:   OTHER ASSETS

      On January 12, 1996, the Company acquired 72,030 shares of the common
      stock  of  Continental   Satellite   Corporation   (Continental)  for
      approximately $2.3 million from the seller of the shares.  On January
      22, 1996, a Continental shareholder, Loral Aerospace  Holdings  Inc.,
      filed  a lawsuit in the Superior Court in and for the County of Santa
      Clara, State  of  California,  alleging that the shares issued to the
      seller and acquired by the Company  should  be  voided  as  they were
      invalidly  issued.  On  May  16,  1996,  the  court  ruled  that  the
      Continental  shares issued to the seller and purchased by the Company
      were invalidly  issued. However, the court ruled that the Company was
      not without remedy  and  allowed  the  Company  to commence an action
      against Loral Aerospace Holdings Inc.

      On April 21, 1997, the Superior Court of Santa Clara  County  awarded
      the  Company  damages  of approximately $4.1 million, plus 50 percent
      annual interest.  It is  not  known  at  this  time whether or not an
      appeal will be filed by Loral Aerospace Holdings Inc.

      On December  21,  1995, DBSC and EchoStar agreed to a merger, subject
      to government approval.  Under the terms of the merger agreement, (1)
      both parties agreed  to  merge DBSC into a wholly owned subsidiary of
      EchoStar, and (2) DBSC shareholders  will  be  entitled to receive at
      their option, $7.99 in cash or .67417 shares of EchoStar common stock
      for each of the 973,148 DBSC shares not already  owned  by  EchoStar.
      At December 31, 1996, the Company owned 401,107 shares of the  common
      stock of DBSC.  The requisite government approvals were obtained  and
      the  merger consummated on January 8, 1997.  On January 23, 1997, the
      Company  elected  to  exchange  all  of  its  401,107 DBSC shares for
      270,414 shares of EchoStar common stock

<PAGE>7
                    DBS INDUSTRIES, INC. AND SUBSIDIARY
                         (A Development Stage Company)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3:  OTHER ASSETS, continued

      which  was  valued  at $25.00 per share as of January  8,  1997,  the
      effective date of the  merger.   In connection with this transaction,
      the Company has recorded a gain of $6,221,270.  In accordance with
      Statement of Financial Accounting Standards No. 115 (Accounting For
      Certain Investments In Debt And Equity Securities), the Company
      classifies this investment as "available for sale," and therefore
      recorded the unrealized loss as of March 31, 1997, of $1,216,863 as a
      separate component of shareholders' equity (deficit).

NOTE 4:  UNEARNED REVENUE

      The  Company's  wholly  owned  subsidiary,   Global  Energy  Metering
      Services,  Inc.  (GEMS),  is party to a contract  to  deliver  10,000
      satellite radio units.  The  purchase  order  is for $1.2 million and
      under the terms of the purchase order, GEMS would  receive a total of
      $500,000  in  advance  payments  on  the contract, based  on  certain
      milestone achievements.  These milestone  payments  are refundable if
      the contractee does not qualify GEMS' automatic meter reading system,
      tentatively scheduled for the third quarter, 1997.  As  of  March 31,
      1997, the $400,000 in milestone payments received are reported as 
      unearned revenue on the accompanying balance sheets.

NOTE 5:   CONVERTIBLE DEBENTURES

      On July 1, 1995, the Company issued Convertible Debenture 1995 Series
      A  to  the  majority  shareholder  of  E-SAT,  EchoStar, and received
      $1,000,000  in  proceeds pursuant to this issuance  in  August  1995.
      Interest on the debt accrues, and is payable, quarterly at prime plus
      2% for a period of  three  years.   Collateral  for  the  loan  is  a
      security interest in 84,271 shares of EchoStar common stock and 2,000
      shares of E-SAT common stock held by the Company.

      On  January  12,  1996,  the  Company  issued  a  three-year Series B
      Convertible   Debenture  to  EchoStar  for  proceeds  of  $3,000,000.
      Interest terms  are  similar  to  those  of  the Series A Convertible
      Debenture discussed above.  Collateral for the  loan  is  a  security
      interest  in 72,030 shares of common stock of Continental and 134,834
      shares of common stock of EchoStar held by the Company.

      On December  5,  1996,  the  Company  issued  a  three-year  Series C
      Convertible Debenture to EchoStar for proceeds of $640,000.  Interest
      terms  are  similar  to  those of the Series A Convertible Debentures
      discussed above.  Collateral  for  the loan is a security interest in
      the remaining 51,309 shares of common  stock  of EchoStar held by the
      Company.

      On  April 1, 1997, the Company issued one-year Series  D  Convertible
      Debentures  to  private  investors for proceeds of $32,501.  Interest
      terms are similar to those  of  the  Series  A Convertible Debentures
      discussed above.  Approximately 18,572 shares of Company common stock
      are being used as collateral.

      On May 8, 1997, the Company issued a one-year  Series  E  Convertible
      Debenture  to  a  private  investor  for proceeds of $75,000.  Again,
      interest  terms  are similar to those of  the  Series  A  Convertible
      Debentures.  Collateral for the loan is a security interest of 75,000
      shares of Company common stock.

      The Company classified  all  borrowings  under  the above convertible
      debentures  as  current liabilities due to the Company's  default  in
      connection with the required quarterly payment of accrued interest.

<PAGE>8

                    DBS INDUSTRIES, INC. AND SUBSIDIARY
                         (A Development Stage Company)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 6:  EMPLOYEE STOCK OPTIONS

      In February 1997,  the  Company  completed  a  stock option repricing
      program  in  which  1,119,646 stock options, originally  issued  with
      exercise prices ranging  from $1.60 to $6.00 per share, were reissued
      with an exercise price of  $1.44  per  share, which approximated fair
      market value.

<PAGE>9

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

GENERAL

     On  January  8, 1997, the merger between Direct Broadcasting Satellite
Corporation ("DBSC")  and  EchoStar Communications Corporation ("EchoStar")
was  formally  completed.  The  Company  owned  approximately  25%  of  the
outstanding shares  of  DBSC  at  December  31, 1996 and as a result of the
merger now owns 270,414 shares of EchoStar Class  A Common Stock ("EchoStar
Shares"). The EchoStar Shares are currently pledged as security for certain
of the Company's debentures and are, therefore, held  in an escrow account.
EchoStar  (NASDAQ  symbol: DISH) stock closed at approximately  $25.00  per
share on January 8,  1997 when the merger was completed, resulting in a net
gain to the Company of  approximately  $6.2  million.  On  March  31, 1997,
EchoStar  stock closed at approximately $20.50 per share.  The decrease  in
value  of  approximately   $1.2  million  is  reflected  on  the  Company's
consolidated balance sheet in the stock holders' equity (deficit) section.

     Subsequent to March 31, 1997,  the closing per share price of EchoStar  
stock has fluctuated to a low of $12.12 per share, on May 19, 1997, and no 
assurances can  be  given  that  future  fluctuations  in  the  price will 
not further decrease the value of the EchoStar Shares.

LIQUIDITY AND CAPITAL RESOURCES

     The  Company has been in the development stage since its inception and
has not recognized  any significant revenues or capital resources, prior to
the DBSC and EchoStar  merger,  other  than  the  receipt, of (i) a minimal
amount of inside capitalization funds at its inception,  (ii)  net proceeds
in the amount of $166,175 from its public offering, (iii) gross proceeds of
$70,000  from  a sale of debentures, (iv) subscriptions representing  gross
proceeds of $2,024,588 in connection with five private placements of common
stock, (v) gross  proceeds  of  $293,000  from  bridge  loans  made  by the
Company's president and two shareholders, (vi) gross proceeds of $1,056,500
from the sale of the Company's interest in the stock of a company holding a
DBS  license,  and  (vii)  gross  proceeds of $4,640,000 from the sale of a
three convertible debentures.  Additionally, the Company has an established
line  of  credit for $300,000 from Pacific  Bank,  Burlingame,  California,
collateralized  by a restricted cash deposit in the amount of $300,000.  As
of  March  31,  1997,   $295,000  was  drawn  from  this  credit  facility.
Subsequent to March 31, 1997,  the Company placed approximately $107,000 in
additional  convertible  debentures   secured  by  140,858  shares  of  the
Company's common stock held in escrow for  the  benefit  of  the  debenture
holders.

     Stockholders'  equity rose to $2,136,494 at March 31,1997 compared  to
stockholders' deficit  of  $2,273,169  at  December 31, 1996. This increase
resulted from the DBSC merger with EchoStar  which was completed on January
8,  1997 and the Company's subsequent receipt of  the  EchoStar  Shares  in
exchange for its DBSC shares.  The Company recorded a gain of approximately
$6.2  million based on the fair market value of DISH as of January 8, 1997.
The gain  is  reported in the statement of operations for the quarter ended
March 31, 1997.  Subsequent to the receipt of shares of EchoStar on January
8, 1997, the trading  price  of  EchoStar  has fluctuated.  As of March 31,
1997, the closing price for EchoStar shares was $20.50 per share.  Based on
that closing price, the fair market value of  the Company's EchoStar shares
amounted to $5,543,487 at March 31, 1997.  The  fair  market value at March
31, 1997 represents a net unrealized loss of approximately  $1,216,863 when
compared  to  the  fair   market  value  at  January  8, 1997.  The Company
continues to incur approximately $300,000 of monthly operating  costs which
will continually act to reduce stockholders' equity in the absence  of  the
sale of additional equity.

     The  consolidated  balance sheet as of March 31, 1997 reflects no cash
and cash equivalents compared  to  $402,588  as  of December 31, 1996.  The
Company  has  created  working capital from the issuance  of  approximately
$107,000 in new convertible  debentures  and a bridge loan of approximately
$48,000 from an Officer of the Company.  The  Company  intends  to continue
the  issuance of debentures, secured with the Company's stock as a  primary
source  of  fundraising  to  meet  its  continuing  cash  needs.  Cash will
continue  to  be used by the Company for the ongoing development  of  GEMS'
automatic meter  reading  ("AMR")  business  and  the  Company's  operating
activities.   The  Company anticipates monthly expenses of approximately
$300,000 to continue for the balance of 1997.   This includes approximately
$90,000 per month for operating expenses, $60,000 per month for legal and
consulting expenses, and $150,000 per month for GEMS' research &
development.   Accordingly,  cash  resources presently available to the
Company are not sufficient to continue operations at their projected level,
and additional capital will be necessary to expand operations or continue
current operations.   No assurances can be given that additional capital 
financing will be available when required or it if will be on terms favorable
to the Company.  Although the Company has been awarded approximately $4.2 
million in its lawsuit against Loral, it is not clear what ongoing legal 
costs will be necessary in order to collect or defend its judgment in the 
event of an appeal, see "Legal Proceedings," as well as the legal and 
consulting costs deemed advisable to maintain its interest in FCC licenses 
and pursue pending FCC applications.  The Company expects the development of 
a low earth  orbit satellite transmitter scheduled for completion in mid 1997
to cost approximately  $650,000, of which approximately $550,000 has already
been expended as of March 31, 1997.   The Company does not expect its
automated meter reading operations to produce any significant revenue in
1997 or become profitable until 1999 at the earliest, and no assurance ca
be given as to this estimate.  Beginning in July 1996, the Company began to
receive milestone payments under the terms of a $1.2 million purchase order
for 10,000 satellite radio units.   Under this agreement,  the Company is
eligible to receive up to $500,000 towards development costs upon meeting
the milestone requirements of the contract.   As of March 31, 1997, the
Company has met the first four milestones of the contract and has received
$400,000 in cash. These funds are currently classified as unearned revenue,
and all such milestone payments are subject to refund if the Company fails
to meet certain development and delivery milestones.  Unless and until the
Company is able to raise additional capital or become profitable through its
subsidiary's automated meter reading operations, the Company's liquidity
and capital resources will continue to be depleted.   Historically, the
Company has funded its operations and obligations through the private
placement of equity securities and convertible debentures.  The Company may
continue to fund its commitments through these financing methods.  However,
no assurances can be given that the Company will be able to raise the
necessary capital to meet its commitments.  In the event the Company is
unable to raise the necessary capital, its business objectives will be
adversely affected.

     Total assets at March 31, 1997 were $9,203,553 compared to $4,629,177
at December 31,  1996.   The largest components of total assets represent
other assets of $7,839,396 including $5,543,487 in restricted securities,
and investments in and advances to affiliated companies of $912,649.  This
compares to other assets of $2,292,409, and investments in and advances to
affiliated companies of $1,496,524 at December 31, 1996.  Other assets
increased with the receipt of  270,414  EchoStar shares, valued at
approximately $5.5 million at March 31, 1997, also causing investments in
and advances to affiliated companies to decrease due to the elimination of
the Company's interest in DBSC valued at approximately $539,080.

     Net cash used in operating activities for the three month period ended
March 31, 1997 was  $466,698, compared with $1,294,940 for the three month 
period ended March 31, 1996, and $5,280,836 for the period from inception
through March 31, 1997, and reflects an increase in accrued liabilities
(approximately $145,000) offset slightly by a decrease in accounts payable
and an increase in prepaid accounts.

     There was no net cash used in investing activities at March 31, 1997,
compared to $2,311,892 for the three month period ended March 31, 1996.

     Cash flows from financing activities were $64,110 at March 31, 1997
and resulted from the issuance of common stock in exchange for services
provided to the Company of $20,000 and a bank overdraft of $44,110.

RESULTS OF OPERATIONS

     The Company remains in the development stage and did not generate  any
revenues  or  net  interest earnings in either the three month period ended
March 31, 1997, or March  31,  1996.  Revenues from inception through March
31, 1997 were $161,420.

     The Company's net profit for  the  three  month period ended March 31,
1997  was $5,606,526, compared to a net loss of $1,299,275  for  the  three
month period  ended  March  31,  1996  and  net  loss  of  $1,301,520 since
inception.   This  profit was due to the net unrealized gain on  marketable
equity securities of  approximately $6.2 million offsetting a $486,729 loss
from operations, and $128,015  net  interest  expense for the period.  Loss
from operations was $486,729 for the three month  period  ending  March 31,
1997,  compared  to  a  loss  of $1,213,533 for the same three month period
ending  March  31,  1996 due to a  slowing  of  operating  and  research  &
development costs incurred by the Company.  Total loss from operations from
inception was $7,403,171.  General  and  administrative  costs ("G&A") were
$368,592  for  the three month period ended March 31, 1997,  compared  with
$744,291 in the  same  three  month  period ended March 3, 1996.  Total G&A
from  inception  through  March  31,  1997  was  $5,359,418.  Research  and
development costs associated with GEMS was $118,137  for the three month
period ended March 31, 1997 compared to $469,242 for the three month period
ended March 31, 1996 and $2,077,593 since inception.

     The  Company's  accumulated  deficit  at March 31, 1997  decreased  to
$1,301,520 from $6,908,046 at December 31, 1996  due  to  a  onetime  gain on
marketable  securities  of approximately $6.2 million and will continue  to
increase  unless  and  until   the  Company  generates  revenues  from  the
operations of GEMS in such amounts  so  as to cover the Company's expenses.
Revenues substantial enough to make the Company profitable are not expected
to be generated until 1999, and no assurances  can  be  given  as  to  that
estimate.    The  Company  has  been  devoting  a substantial amount of its
financial  and  personnel  resources toward developing  the  Company's  AMR
business.


<PAGE>10

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

     On January 12, 1996, the Company acquired 72,030 shares of common
stock of Continental which the Company believed represented an approximate
34% interest in Continental Satellite Corporation ("Continental").
Continental has a conditional construction permit to construct and launch
DBS satellites in two orbital locations which will thereafter entitle it to
receive one of the nine DBS licenses awarded or to be awarded by the FCC.
The Company acquired the 72,030 shares of common stock of Continental from
Intraspace Corporation for approximately $2.3 million pursuant to a stock
purchase agreement.

     On January 22, 1996, Loral Aerospace Holding, Inc. ("Loral") filed a
complaint in the Superior Court of the State of California in and for the
County of Santa Clara (No. CV755366) against Continental and its
shareholders.  The complaint seeks declaratory relief to declare that
rescission by Continental of a share certificate issued to Loral is
invalid, that a meeting of Continental's shareholders was not properly
noticed and therefore the meeting and the actions taken at such meeting
were invalid, that Loral should be deemed a 51% shareholder of Continental
in accordance with a prior judgment involving Loral and Continental, that
certain shares issued by Continental, including the 72,030 shares of common
stock issued to Intraspace and subsequently purchased by the Company, were
improperly issued and should be voided, and that a constructive trust
should be imposed on 51% of the common stock issued to defendant
shareholders. The Company was not named as a defendant in the complaint.

     On May 16, 1996, the judge ruled in favor of Loral's claim that all
shares of Continental issued on or after September 15, 1995, including the
72,030 shares of common stock issued to Intraspace Corporation and sold to
the Company, are invalid.  The judge based his decision upon the fact that
Continental did not obtain proper shareholder approval to amend its
Articles of Incorporation to increase the number of shares of common stock
that may be issued.  However, the judge further stated that although the
Company's shares in Continental were invalid, Intraspace Corporation and
the Company were not necessarily without an equitable remedy for their
contributions to Continental.

     The trial of the equitable issues in this action concluded on April 21,
1997.  Thereafter, the Court entered an oral decision that the Company is
entitled to a judgment running jointly and severally against Loral and
Continental in the amount of $4.116 million plus compounded interest at the
rate of fifty percent (50%) per annum from the date of judgment until fully
paid.  The Court based its decision upon its finding that the equities of
the circumstances, including the unjust enrichment of Loral and
Continental, warranted such an equitable award to the Company.

     However, the judgment has not yet been reduced to a written statement of
decision, as required by California law, and it is not currently known
whether either party will appeal the decision and, if appealed, whether the
award will be upheld.  If the award is unchallenged and is satisfied in
full, the Company will no longer have an interest in Continental.

Item 2.   Changes In Securities.

          None

Item 3.   Defaults Upon Senior Securities.

          None

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

          None

Item 5.   Other Information.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995.

With the exception of historical facts stated herein, the matters discussed
in this report are "forward looking" statements that involve risks and
uncertainties that could cause actual results to differ materially from
projected results.  Such "forward looking" statements include, but are not
necessarily limited to, statements regarding anticipated levels of future
revenue and earning from the operations of the Company, and its wholly
owned subsidiary Global Energy Metering Service, Inc. (collectively the
"Company"), projected costs and expenditures relating to the Company's
interest in direct broadcasting satellite ("DBS") technology and
development of its automated meter reading ("AMR") business, the
availability of future debt and equity capital on commercially reasonable
terms, legal costs related to the litigation with Loral and consulting
costs in connection with FCC licenses and permits.  Factors that could
cause actual results to differ materially, include, in addition to other
factors identified in this report, the availability of capital on
commercially acceptable terms, the completion of a commercially viable AMR
service, the dependence and uncertainty of utility companies to utilize
such an AMR service, the reliance on third parties for the advancement of
the design, manufacturing and marketing of the service, the fulfillment of
contract obligations by suppliers and other third parties, challenges to
the Company's investments in DBS licensees and permitees, the availability
of qualified personnel and equipment, delays in the receipt of or failure
to receive necessary governmental approvals, permits and licenses or
renewals thereof, risks and uncertainties relating to general economic and
political conditions, both domestically and internationally, changes in the
law and regulations governing the Company's activities in both AMR and DBS
technology, results of the Company's financing efforts and marketing
conditions, and other risk factors related to the Company's AMR business
and DBS investments.  Readers of this report are cautioned not to put undue
reliance on "forward looking" statements which are, by their nature,
uncertain as reliable indicators of future performance.  The Company
disclaims any intent or obligation to publicly update these "forward
looking" statements, whether as a result of new information, future events,
or otherwise.

Item 6.   Exhibits and Reports on Form 8-k

          None

<PAGE>11

                            SIGNATURES

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


                                   DBS INDUSTRIES, INC.

DATE:    MAY 20, 1997              BY:  FRED W. THOMPSON
                                   Fred W. Thompson, President,
                                   Chief Executive Officer and
                                   Chief Financial Officer
                                   (Principal Executive Officer)