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 June 30, 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 June 30,1997
                                                      5,854,449


                Transitional Small  Business Disclosure Format:

                            YES: ______   NO:    X


<PAGE>1

                                     INDEX



PART I - FINANCIAL INFORMATION

                                                                         PAGE
ITEM  1. Financial Statements

 Condensed  Consolidated Balance Sheets:
 As of June 30, 1997 (unaudited) and December 31, 1996 (audited)          2

 Condensed Consolidated Statements of Operations (unaudited):
 For the Three Months Ended June 30, 1997 and June 30, 1996
 and  for the period from April 25, 1990 (Inception) to June 30,
 1997                                                                     3

 Condensed Consolidated Statements of Cash Flows (unaudited):
 For the Three Months Ended June 30, 1997 and June 30, 1996
 and for  the  period  from  April 25, 1990 (Inception) to June 30,
 1997                                                                     4

 Notes to Condensed Consolidated Financial Statements                     5


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                                               11

ITEM  6. Exhibits and Reports on Form 8-K                                11


SIGNATURES                                                               12


<PAGE>2

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



                                  ASSETS

                                             June 30, 1997       December 31,
Current assets:                              (Unaudited)         1996

   Cash and cash equivalents                 $     1,415         $    402,588
   Restricted cash                               300,000              300,000
   Prepaid and other current assets               85,060               68,944
                                             ___________         ____________
       Total current assets                      386,475              771,532
                                             ___________         ____________
Furniture and equipment (at cost)                 73,277               73,277
Less accumulated depreciation                     40,616               34,406
                                             ___________         ____________
                                                  32,661               38,871
                                             ___________         ____________
Other assets:
 Investments in and advances to 
   affiliated companies                          920,506            1,496,524
 Goodwill, net of accumulated amortization of
  $62,407 and $61,778 respectively                28,583               29,841
 Other assets including restricted equity
   securities in EchoStar Communications 
   (FMV $4,225,219)                             6,521,128           2,292,409
                                              ___________        ____________
                                                7,470,217           3,818,774

                  Total assets                 $7,889,353          $4,629,177
                                              ===========         ===========

        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                             $1,123,292          $ 960,277
  Unearned revenue                                400,000            400,000
  Line of credit                                  300,000            295,000
  Accrued liabilities                             988,730            607,070
  Notes payable to stockholder                     49,750
  Convertible debentures                        4,747,501          4,640,000
                                               __________          _________
     Total current liabilities                  7,609,273          6,902,347
                                               __________          _________

Stockholders' equity (deficit):
  Preferred stock                                       -                  -
  Common stock                                      2,360              2,351
  Capital in excess of par value                4,650,425          4,605,026
  Warrants                                        112,500            112,500
  Unrealized loss on marketable equity 
    securities                                 (2,535,131)                 -
  Deficit accumulated during the development 
    stage                                      (1,865,074)        (6,908,046)
  Treasury stock                                  (85,000)           (85,000)
                                                _________          _________
     Total stockholders' equity (deficit)         280,080         (2,273,169)
                                                _________          _________
     Total liabilities and stockholders' 
        equity (deficit)                      $ 7,889,353       $  4,629,177
                                               ==========        ===========

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


<PAGE>3
                      DBS INDUSTRIES, INC. AND SUBSIDIARY
                         (A Development Stage Company)
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                       April 25, 1990
                              Three Months Ended            Six Months Ended           (Inception) to
                                  June 30,                      June 30,                June 30,
                              1997             1996         1997         1996            1997
<S>                           <C>              <C>          <C>          <C>           <C>

Revenue                       $         -      $        -   $       -    $         -   $   161,420
                               ___________     __________   _________    ___________   ___________
Cost and operating expenses:
Cost of revenue                         -               -           -              -       127,580
General and administrative        335,594         402,716     704,186      1,147,007     5,695,012
Research and development           91,225         267,637     209,362        736,879     2,168,818
                              ___________      __________   _________    ___________   ___________
                                  426,819         670,353     913,548      1,883,886     7,991,410
                              ___________      __________   _________    ___________   ___________
   Loss from operations          (426,819)       (670,353)   (913,548)    (1,883,886)   (7,829,990) 
                              ___________      __________   _________    ___________   ___________

Other income (expense):
  Interest, net                  (136,735)       (125,954)   (264,750)      (210,096)     (698,536)
  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)
                              ___________      __________   _________    ___________   ___________
                                 (136,735)       (125,954)  5,956,520       (210,096)    5,970,776
                              ___________      __________   _________    ___________   ___________

  Income (loss) before
    provision for income
    taxes and minority
    interests                    (563,554)       (796,307)  5,042,972     (2,093,982)   (1,859,214)

Provision for income taxes              -               -           -          1,600        14,435
                              ___________       _________   _________      _________     _________

  Income (loss) before
    minority interests           (563,554)       (796,307)  5,042,972     (2,095,582)    (1,873,649)

Minority interests in income
  (loss) of consolidated
  subsidiaries                          -               -           -              -          8,575
                              ___________       _________   _________      _________      _________

  Net income (loss)           $  (563,554)      $(796,307) $5,042,972     $(2,095,582)  $(1,865,074)  
                              ===========       =========  ==========     ===========   ===========

  Net income (loss) per
    share                     $     (0.10)      $   (0.14) $     0.86     $     (0.37)
                              ===========       =========  ==========     ===========

  Weighted average number of
    shares of common stock      5,872,805       5,772,548   5,862,591       5,710,017
                              ===========       =========   =========      ==========

</TABLE>


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


<PAGE>4

                      DBS INDUSTRIES, INC. AND SUBSIDIARY
                         (A Development State Company)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                           April 25, 1990
                                          Six Months Ended                 (Inception) to
                                              June 30,                        June 30,
                                          1997            1996                  1997

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

Net cash used in operating activities     $  (563,424)    $  (1,449,097)    $ (5,377,563)
                                          ___________     _____________     ____________

Cash flows from investing activities:
  Proceeds from sale of investment                  -                 -          900,000
  Purchase of fixed assets                          -           (20,500)        (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                           -        (2,345,543)      (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               0        (2,366,043)      (2,525,848)
                                            _________         _________        _________

Cash flows from financing activities:
  Proceeds from credit line                     5,000           160,000          300,000
  Restricted cash on credit line                    -                 -         (300,000)
  Payments on credit                                -          (300,000)               -
  Issuance of debentures                      107,501         3,000,000        4,817,501
  Issuance of common stock                          -           999,956        3,153,516
  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            49,750                 -          342,750
  Payment of stockholders' loans                    -                 -         (202,216)
                                           __________         _________        _________
Net cash provided by financing
  activities                                  162,251         3,859,956        7,904,826
                                           __________         _________        _________

Net increase (decrease) in cash              (401,173)           44,816            1,415

Cash and cash equivalents,
  beginning of period                         402,588             3,743                -
                                           __________         _________        _________
Cash and cash equivalents,
  end of period                           $     1,415        $   48,559       $    1,415
                                          ===========        ==========       ========== 
</TABLE>

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

<PAGE>5

                      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
     June 30, 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 six months ended June  30,
     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  June 30, 1997, or
     its results of operations for the three and six 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.  On August 13, 1997, both parties reached an  agreement  wherein
     the Company will receive a cash payment of approximately $3.5 million from
     Loral in exchange for dismissals of appeals by both parties.

<PAGE>6

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


NOTE 3      OTHER ASSETS, continued

     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
     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
     recorded  a  gain of $6,221,270 in the three month period ended March  31,
     1997.  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 June 30, 1997, of $2,535,131
     as a separate component of stockholders' 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  June  30, 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.  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.


<PAGE>7

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



NOTE 5      CONVERTIBLE DEBENTURES, continued

     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.

NOTE 6      RELATED PARTY TRANSACTIONS

     On  April  28,  1997,  the  Company's  president made a bridge loan to the
     Company for $47,750 which was a personal guarantee to Pacific Bank for the
     Company's bank overdraft.  On May 5, 1997,  the Company's president loaned
     the Company another $2,000.

NOTE 7      RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In  March  1997,  Statement  of Financial Accounting  Standards  No.  129,
     "Disclosure of Information about  Capital  Structure"  was  issued  and is
     effective  for the Company's year ending December 31, 1997.  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.

<PAGE>8

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

GENERAL

      On  August  12,  1997,  the  Company and Loral Aerospace  Holdings,  Inc.
("Loral") executed an agreement wherein  the Company will receive approximately
$3.5 million from Loral in exchange for dismissals  of  appeals by both parties
in the litigation concerning Continental Satellite Corporation ("Continental").

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 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
$4,747,501 from the sale of a seven  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  June 30,  1997,   $300,000  was  drawn  from  this
credit  facility.   Subsequent  to June 30, 1997 a loan of $100,000 was made to
the company.

     Stockholders' equity for the  six  month  period  ended  June  30,1997 was
$280,080  compared  to  stockholders'  deficit of $2,273,169  at  December  31,
1996.  This increase is attributed primarily  to  a  gain of approximately $6.2
million   for  the  270,414  shares  of  EchoStar  Communications   Corporation
("EchoStar")  received  by  the  company on January 8, 1997 in exchange for the
Company's  shares  of  Direct  Broadcast   Satellite  Corporation  ("DBSC")  in
connection with the merger of DBSC and EchoStar  as  reported  in the Company's
statement  of  operations  for  the  quarter  ended  March  31,  1997.  Due  to
fluctuations  in  the trading price of the EchoStar stock, this gain  has  been
offset by a net unrealized  loss on those marketable securities, in addition to
the Company's continuing cost  of operations.  As of June 30, 1997, the closing
price for EchoStar shares was approximately  $15.63  per  share.  Based on that
closing price, the fair market value of the Company's EchoStar shares  amounted
to   approximately   $4.2   million  representing  a  net  unrealized  loss  of
approximately  $2.5 million 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 June 30, 1997 reflects $1,415 of
cash and cash equivalents compared   to   $402,588   as   of December 31, 1996.
The Company  has  raised cash 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 and, subsequent to June 30, 1997, the issuance  of  a
promissory note in  the  amount of $100,000. 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'
automated 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 continue current operations or to further expand operations.    No
assurances  can  be  given  that additional capital financing will be available
when required or if it will be on terms favorable to the Company.  Although the
Company is expected to receive  approximately  $3.5  million in settlement with
Loral, see "Legal Proceedings," it is not clear what the  legal  and consulting
costs will be necessary and advisable for maintaining the Company's interest in
FCC licenses and in pursuing pending FCC applications.  The Company expects the
development  of  a  low  earth   orbit  satellite  transmitter,  scheduled  for
completion  by  the  end  of  1997  to  cost approximately  $650,000, of  which
approximately $550,000 has already

<PAGE>9

been expended as of June 30, 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 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 is
eligible to receive up to $500,000 towards development  costs  upon meeting the
milestone requirements of the contract.   As of June 30, 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 June 30, 1997 were $7,889,353 compared to $4,629,177 at
December 31, 1996.   The  largest  components  of  total assets represent other
assets  of  $6,521,128  including  $4,225,219  in  restricted  securities,  and
investments in and advances to affiliated companies  of $920,506. 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  the 270,414  EchoStar shares, valued at approximately $4.2 million
at June 30,  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 six month period  ended June
30,  1997  was  $608,832 compared to $1,449,097 at June 30, 1996 and $5,377,563
from inception. There  was  no Net cash used by investing activities during the
six month period ended June 30,1997,  compared  to $2,366,043 for the six month
period ended June 30, 1996, and $2,525,848 since  inception.   Cash  flows from
financing  activities  were  $207,659  for  the  six months ended June 30, 1997
compared  to  $3,859,956  for the six month period ended  June  30,  1996,  and
$7,950,233 since inception  and  resulted from the issuance of Debentures and a
loan from an officer of the Company.

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  or  six  month
periods ended  June  30,  1997,  or  June  30,   1996.  Revenues from inception
through June 30, 1997 were $161,420.

     The Company's net loss for the quarter ended  June  30, 1997 was $563,554,
compared  to  $796,307  for the three month period ended June  30,1996;  a  net
profit of $5,042,972 for the six month period ended June 30, 1997 compared to a
net loss of $2,095,582 for  the  six  month period ended June 30,1996; and  net
loss  of $1,865,074 since inception. The  six  month  net income was due to the
net  unrealized  gain  on marketable equity securities of   approximately  $6.2
million offset by a $913,548  loss from operations, and $264,750  net  interest
expense for the six month period ended June 30, 1997.  Loss from operations was
$426,819 for the quarter ended   June 30, 1997, compared to a loss  of $670,353
for the same quarter ended  June 30,  1996,  and  $913,548  for  the  six month
period  ended  June  30,  1997  compared to $1,883,886 for the six month period
ended June 30, 1996.  Total loss from operations from inception was $7,829,990.
General and administrative  costs  ("G&A")  were $335,594 for the quarter ended
June 30, 1997, compared to $402,716 in the  same   quarter ended June 30, 1996,
and  $704,186  for  the  six  month  period  ended June 30,  1997  compared  to
$1,147,007  for  the six month period ended June  30,  1996.   Total  G&A  from
inception  through   June  30,  1997  was $5,695,012.  Research and development
costs associated with GEMS was $91,225  for  the  quarter  ended  June 30, 1997
compared to $267,637 for the quarter ended June 30, 1996, and $209,362  for the
six  month  period  ended  June 30, 1997 compared to $736,879 for the six month
period ended June 30, 1996 and $2,168,818, since inception.

<PAGE>10

     The  Company's  accumulated   deficit  at  June  30,  1997  was $1,865,074
compared to $6,908,046 at December 31, 1996. This decrease was due to a onetime
gain on marketable  securities  of approximately $6.2 million and offset by the
loss from operations  and interest expense of approximately $1.2 million.   The
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 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.


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"). 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, were 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 Intraspace Corporation and the
Company  were  not  necessarily  without  an   equitable   remedy   for   their
contributions to Continental.

      The  trial  of  the equitable issues in the action concluded on April 21,
1997.  Thereafter, the Court entered a judgment in favor of the Company 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.

      On August 17, 1997, the parties reached an agreement wherein the  Company
would  receive approximately $3.5 million from Loral in exchange for dismissals
of any rights of appeal by the parties.

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


<PAGE>11

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,  costs  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>12


                            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:    August 19, 1997        By: FRED W. THOMPSON
                                    Fred W. Thompson, President,
                                    Chief Executive Officer and
                                    Chief Financial Officer
                                    (Principal Executive Officer)