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, 1998

                          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, 1998
                                                      5,910,236


                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, 1998 (unaudited) and December 31, 1997 (audited)        3

 Condensed Consolidated Statements of Operations (unaudited):
 For the Three Months Ended March 31, 1998 and March 31, 1997
 and  for the period from April 25, 1990 (Inception)  to  March  31,
 1998                                                                     4

 Condensed Consolidated Statements of Cash Flows (unaudited):
 For the Three Months Ended March 31, 1998 and March 31, 1997
 and for  the  period  from  April 25, 1990 (Inception) to March 31,
 1998                                                                     5

 Notes to Condensed Consolidated Financial Statements                     6


ITEM  2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                        8

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                                11


SIGNATURES                                                               13

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

                                     ASSETS
                                           March 31                December 31,
                                            1998                       1997
                                         (Unaudited)                (Audited)
Current assets:
Cash and cash equivalents            $     128,199               $     383,054
Prepaid and other current assets           115,957                     119,265
                                     -------------               -------------
Total current assets                       244,156                     502,319
                                     -------------               -------------
Furniture and equipment (at cost)           73,277                      73,277
Less accumulated depreciation               50,758                      47,828
                                     -------------               ------------- 
                                            22,519                      25,449
                                     -------------               -------------
Other assets:
Investments in and advances to 
   affiliated companies                  1,453,497                   1,248,649
Goodwill, net of accumulated 
   amortization of $85,541 and $81,864,
   respectively                              5,449                       9,126
                                     -------------               -------------
                                         1,458,946                   1,257,775
                                     -------------               -------------
Total assets                         $   1,725,621               $   1,785,543
                                     =============               =============

      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                         478,475                     152,485
  Deferred revenue                         400,000                     400,000
  Accrued liabilities                      133,101                     145,019
  Deferred compensation                    234,231                     216,000
                                     -------------                ------------
    Total current liabilities            1,245,807                     913,504

Stockholders' equity:
  Preferred stock                                -                           -
  Common stock                               2,383                       2,373
  Capital in excess of par value         4,695,201                   4,681,295
  Warrants                                 112,500                     112,500
  Deficit accumulated during the 
    development stage                   (4,245,270)                 (3,839,129)
  Treasury stock                           (85,000)                    (85,000)
                                     -------------                ------------
    Total stockholders' equity             479,814                     872,039
                                     -------------                ------------
      Total liabilities and 
        stockholders' equity         $   1,725,621                $  1,785,543
                                     =============                ============ 
<PAGE>
                     DBS INDUSTRIES, INC. AND SUBSIDIARY
                        (A Development Stage Company)
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            (Unaudited)

                                                                 April 25, 1990
                                     Three Months Ended         (Inception) to
                                          March 31,                 March 31,
                                     1998           1997              1998

Revenue                          $        -      $        -      $     161,420
                                 ----------      ----------      -------------
Cost and operating expenses:
   Cost of revenue                        -               -            127,580
   General and administrative       305,482         368,592          6,768,470
   Research and development          98,982         118,137          2,268,553
                                 ----------      ----------       ------------
                                    404,464         486,729          9,164,603
                                 ----------      ----------       ------------
     Loss from operations          (404,464)       (486,729)        (9,003,183)
                                 ----------      ----------       ------------
Other income (expense):
   Interest, net                     (1,678)       (128,015)          (743,558)
   Equity in loss of investees, net       -               -           (412,777)
   Gain on sale of investment             -       6,221,270          6,057,541
   Other, net                             -               -            (56,634)
                                  ---------     -----------       ------------
                                     (1,678)      6,093,255          4,844,572

   Profit (loss) before provision  (406,142)      5,606,526         (4,158,611)
     income taxes and minority 
     interests

Provision for income taxes                -               -             95,235
                                  ---------     -----------        -----------
  Profit (loss) before minority    (406,142)      5,606,526         (4,253,846)
    interests
Minority interests in income of  
  consolidated subsidiaries               -               -              8,575
                                  ----------    -----------        -----------
     Net income (loss)           $ (406,142)    $ 5,606,526        $(4,245,271)
                                 ===========    ===========        ===========

Basic net income (loss) per 
   share                         $    (0.07)     $     0.96
                                 ===========     ==========  
Diluted net income (loss) per 
   share                         $    (0.07)     $     0.95
                                 ===========     ==========

Weighted average number of  
  shares of common stock, 
  basic                           5,896,906       5,836,122
                                ===========      ==========
Weighted average number of 
  shares of common stock,        
  diluted                         5,896,906       5,892,447
                                ===========      ==========

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

<PAGE>

                      DBS INDUSTRIES, INC. AND SUBSIDIARY
                         (A Development Stage Company)
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)
                                                                April 25, 1990
                                      Three Months Ended        (Inception) to
                                            March 31,              March 31,
                                       1998            1997            1998
Net cash used in operating 
   activities                     $   (50,007)    $  (422,588)   $  (7,836,300)
                                  ------------    ------------   ---------------
Cash flows from investing 
   activities:
  Proceeds from sale of investment         -               -           900,000
  Proceeds from Loral settlement           -               -         3,573,677
  Purchase of fixed assets                 -               -          (105,524)
  Organization costs                       -               -           (28,526)
  Investment in affiliates           (204,848)             -          (872,826)
  Advances to affiliates                   -               -          (213,160)
  Proceeds from affiliates advances        -               -           152,500
  Advances to officer                      -               -           (31,187)
  Purchase of interest in Continental      -               -        (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)
  Restricted cash on credit line           -               -           300,000
                                   -----------      ---------    ------------- 
Net cash provided by investing 
  activities                         (204,848)             0         1,452,869
                                   -----------      ---------    --------------
Cash flows from financing 
  activities:
  Proceeds from credit line                -               -          (300,000)
  Issuance of debentures                   -               -         4,817,501
  Issuance of common stock                 -          20,000         3,153,516
  Issuance of common stock warrants        -               -           (19,490)
  Stock issue costs                        -               -           (57,235)
  Purchase of shares                       -               -            (5,000)
  Payment of debentures                    -               -        (1,168,445)
  Proceeds from stockholders' loan         -               -           442,750
  Payment of stockholders' loan            -               -          (351,967)
                                   ----------       ---------     -------------
Net cash provided by financing 
  activities                               0          20,000         6,511,630
                                   ----------       ---------      ------------
Net increase (decrease) in cash      (254,855)      (402,588)          128,199

Cash and cash equivalents, 
  beginning of period                 383,054        402,588                 -
                                  -----------       ---------       -----------
Cash and cash equivalents, 
  end of period                   $   128,199     $        0        $  128,199
                                  ============      =========       ==========

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




<PAGE>

                     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, 1998,  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  1997 Annual
        Report to Shareholders.


NOTE 2  EQUITY IN INCOME & LOSSES OF INVESTEES

        E-SAT Corporation

        In  October 1994, the Company and Echostar Communications, Inc.  formed
        E-SAT  for  the  purpose  of  filing  with  the  Federal Communications
        Commission for a license to operate a low earth satellite  system.   E-
        SAT  filed  a  license  application  with  the  Federal  Communications
        Commission  on  November  16,  1994.   In  April 1998, the FCC formally
        approved E-Sat's application.  The Company holds  a  20% interest in E-
        SAT.   The Company's total investments in and advances  to  E-SAT  were
        $409,723  as  of March 31, 1998.  The investment is accounted for using
        the equity method.   The  Company's  equity  in losses of E-SAT for the
        three months ended March 31, 1998 were $56,492.   As of March 31, 1998,
        the Company had a receivable of $858,831 from Echostar which represents
        the excess of advances to date to E-SAT in excess of  its proportionate
        20% share of its investee's financing requirements.


        Seimac Limited

        On November 30, 1995, the Company acquired 232,829 shares  representing
        20% of the voting shares of common stock of Seimac Limited,  a Canadian
        company,  pursuant  to  a  stock  purchase  and  exchange  agreement in
        exchange for 165,519 shares of common stock of the Company,  valued  at
        $662,010.   The company's investment of $662,010 was $464,255 in excess
        of the Company's  proportionate  share  of  the  net  book  value as of
        November  30,  1995.   This excess is being amortized over a period  of
        five years.  The amortization  of  this  excess  book value amounted to
        $23,213  for  the  months  ended  March 31, 1998.  This  investment  is
        accounted for using the equity method.   On April 30, 1998, the company
        sold its entire interest in Seimac. (See Note 6)

<PAGE>

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




NOTE 3      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.  As of March 31,  1998,  this purchase order had been suspended by both
parties due to the Company's limited  access to the Argos System.  The $400,000
in  milestone  payments  received  are reported  as  unearned  revenue  on  the
accompanying balance sheets.


NOTE 4      NET INCOME (LOSS) PER SHARE

      In  February  1997,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share,
which establishes standards for computing  and  presenting  earnings (loss) per
share.  Under the new standard, Basic earnings per share is computed  based  on
the  weighted  average  number  of  common  shares outstanding and excludes any
potential dilution.  Diluted earnings per share  reflects  financial statements
issued  for  periods  ending after December 15, 1997. The financial  statements
presented  have  been restated  to  conform  with  current  year  presentation.
Options and warrants to purchase 1,418,233 shares of common stock with exercise
prices from $.40 to  $5.60  were  outstanding  as  of  March  31, 1998 and were
excluded from the loss per share calculation for the quarter then ended as they
have the effect of decreasing loss per share.  Options and warrants to purchase
1,180,116 shares of common stock with exercise prices from $.40 to $6.00 were
outstanding as of March 31, 1997 and were included in the computation of
earnings.


NOTE 5      RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

      In  June  1997,  Statement  of  Financial Accounting Standards  No.  130,
"Reporting  Comprehensive  Income"  and  Statement   of   Financial  Accounting
Standards  No.  131, "Disclosures About Segments of An Enterprise  and  Related
information" were  issued  and  are  effective for the year ending December 31,
1998.  The Company has not determined the impact of the implementation of these
pronouncements.


NOTE 6      SUBSEQUENT EVENTS

      As  discussed in NOTE 2, the Federal  Communications  Commission  ("FCC")
formally approved  E-SAT's  application  for  a  LEO satellite license in April
1998.

      On  April  30,  1998 , the company  received $200,000  in  cash  and  had
approximately $70,000 of  debt  forgiven, in exchange for returning the 232,829
Seimac shares it owned.  The company  expects to record a loss of approximately
$200,000 with respect  to this transaction.

<PAGE>

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

GENERAL

On April 30, 1998, the Company divested its interest in Seimac Limited in
exchange for $200,000 and forgiveness of approximately $70,000 of debt owed to
Seimac.  At March 31, 1998 the Company's investment in Seimac was valued at
approximately $485,000.  The net result of this divestiture will be a net loss
on investment of approximately $215,000.

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 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  $342,750
from  bridge  loans  made  by the Company's president and 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, (vii)  gross  proceeds of $4,747,501
from the sale of a seven convertible debentures,  (viii) $100,000 from the 
issuance of a note and (ix) gross proceeds of approximately $3.5 million 
settlement for the Company's interest in Continental Satellite Corp.

     Stockholders' equity was $479,814 at March 31, 1998 compared to $872,039
at December 31, 1997 a decrease of 45%, resulting from continued operating
costs associated with the development of the Company's business.  The Company
continues to incur approximately $100,000 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, 1998 reflects cash and
cash equivalents of $128,199 compared  to  $383,054  as  of December 31, 1997 a
decrease of 66.5% from the prior period. Cash will continue  to  be used by the
Company for the ongoing development of the E-Sat low earth orbit satellite
system, GEMS' automatic meter  reading  ("AMR")  business  and  the  Company's
operating activities.   The  Company anticipates monthly expenses to average
approximately $100,000 per month for the current period which includes
approximately $75,000 per month for operating, legal and consulting expenses,
and $25,000 per month for GEMS & E-SAT research & Development. However,
expenses will continue to increase with the demands of developing the E-sat
license and business applications. 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. The Company does not expect its automated meter
reading operations to produce any significant revenue in 1998 or become
profitable until 2003 at the earliest, and no assurance can 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 was eligible to receive up to
$500,000 towards development costs upon meeting the milestone requirements of
the contract. The Company met the first four milestones of the contract and has
received $400,000 in cash. Currently, the Company and ABB have suspended their
development under this agreement due to the expiration of the Company's
agreement for the use of the Argos system on December 31 1997, and the proposed
limit placed on future commercial use of the Argos system.  Therefore, such
milestone payments could be subject to refund, in whole or in part. These funds
are currently classified as unearned revenue. 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, 1998 were $1,725,621 compared to $1,785,543 at
December 31,  1997.   The largest components of total assets represent
investments in and advances to affiliated companies of $1,453,497.  This
compares to investments in and advances to affiliated companies of $1,248,649
at December 31, 1997.  This increase was due primarily to the continued
contributions and advances made to E-Sat by the Company in excess of its 20%
ownership. (See: Note 2 Equity In Income & Losses Of Investees)

     Net cash used in operating activities for the three month period ended
March 31, 1998 was  $50,007, compared with $422,588 for the three month period
ended March 31, 1997, and $7,836,300 for the period from inception through
March 31, 1998. Net cash used in operating activities have significantly
decreased from the same period in 1997 due primarily to repayment of all
debentures and settlement of the Loral Litigation. (See: The Company's 10Q-SB
dated 9/30/97).

     Net cash used in investing activities for the three month period ended
March 31, 1998 was $204,848 compared to no net cash used at March 31, 1997, and
net cash provided of $1,452,869 for the period from inception through March 13,
1998 attributed primarily to Proceeds from the Loral Settlement of Approximately
$3.5 million.

      The were no Cash flows from financing activities for the three month
period ended March 31, 1998, compared to $64,110 at March 31, 1997 and
$6,511,630 for the period from inception through March 31, 1998.

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, 1998, or March  31,  1997.  Revenues from inception through March 31,
1997 were $161,420.

     The Company's net loss for the three month period ended March 31,1998 was
$406,142 compared to a net profit of $5,606,526  for  the  three month period
ended March 31, 1997.  Net loss from inception through the period ended March
31, 1998 was $4,245,271.  In the three month period ended March 31, 1997, the
Company's net profit was due primarily to a one-time gain on marketable equity
securities of approximately $6.2 million offset by operating and interest
expenses.

      The Company's Loss from operations for the three month period ended March
31, 1998 was $404,464 compared to $486,729 for the three month period ended
March 31, 1997, a decrease of approximately 17%. Total loss from operations
from inception through March 31, 1998 was $9,003,183.  General  and
administrative  costs ("G&A") were $305,482  for  the three month period ended
March 31, 1998,  compared  with $368,592 in the  same  three  month  period
ended March 3, 1997, a decrease of 17%. Total G&A from  inception  through
March  31,  1998  was  $6,768,470.  Research  and development costs associated
with GEMS was $98,982  for the three month period ended March 31, 1998 compared
to $118,137 for the three month period ended March 31, 1997 a decrease of 16%.
Total Research & Development from inception through March 31, 1998 was
$2,268,553.

     The  Company's  accumulated  deficit  at March 31, 1998 was $4,245,270
compared to $3,839,129 at December 31, 1997 an increase of approximately 10.5%,
due to the continued cost of operations and research & development.
Accumulated deficit 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 2003, 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>

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

          None

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.

<PAGE>

Item 6.   Exhibits and Reports on Form 8-k


          Exhibit 11.1    Computation of Earnings (Loss) per Share

          Exhibit 27.1    Financial Data Schedule

<PAGE>

                            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, 1998              BY: FRED W. THOMPSON
                                   Fred W. Thompson
                                   President and Chief Financial Officer