U.S. Securities and Exchange Commission
                            Washington, D.C. 20549

                                  FORM 10-QSB

     [X]  QUARTERLY  REPORT  UNDER  SECTION  13  OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934  for the quarterly  period  ended  June  30,
          1998

     [ ]  TRANSITION  REPORT  UNDER  SECTION  13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 for the transition  period  from  _______ to
          _______

     COMMISSION FILE NUMBER   0-28348

                             DBS INDUSTRIES, INC.
       (Exact name of small business issuer 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
             (Address of principal executive offices)

                          (415) 380-8055
                    (Issuer's telephone number)


Check  whether  the  issuer  (1) filed all reports required to be filed  by
Section 13 or 15(d) of the Exchange  Act  during the past 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 <square>        No <checked-box>

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:Common Stock, $.0004 Par Value

Shares Outstanding as of July 31, 1998: 6,972,139

Transitional Small Business Disclosure Format: Yes: ___   No    X



<PAGE>ii

                                 INDEX


                                                                         PAGE

PART I - FINANCIAL INFORMATION.............................................1

ITEM  1.   Financial Statements............................................1

Condensed  Consolidated Balance Sheets:
As of  June 30, 1998 (unaudited) and December 31, 1997 (audited) ..........1

Condensed Consolidated Statements of Operations (unaudited):
For the Three Months and Six Months Ended June 30, 1998 and June 30, 1997
and for the period from April 25, 1990 (Inception)  to  June 30, 1998......2

Condensed Consolidated Statements of Cash Flows (unaudited):
For the Six Months Ended June 30, 1998 and June 30, 1997
and for the period from April 25, 1990 (Inception) to June 30, 1998........3

Notes to Condensed Consolidated Financial Statements.......................4

ITEM  2.   Management's Discussion and Analysis of Financial Condition
           and Results of Operations.......................................6

PART II - OTHER INFORMATION................................................8

ITEM  1.   Legal Proceedings...............................................8

ITEM  2.   Changes in Securities...........................................8

ITEM  3.   Defaults Upon Senior Securities.................................8

ITEM  4.   Submission of Matters to a Vote of Security Holders.............8

ITEM  5.   Other Information...............................................9

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





<PAGE>1

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


                                                   June 30, 1998  December 31,
                                                     (Unaudited)      1997
                    ASSETS
Current assets:
 Cash and cash equivalents                           $   24,568    $  383,054
 Stock subscription receivable                           74,000          -
 Prepaid and other current assets                       104,419       119,265
                                                     ----------    ----------
      Total current assets                              202,987       502,319
                                                     ----------    ----------
Furniture and equipment (at cost)                        73,277        73,277
Less accumulated depreciation                            53,433        47,828
                                                     ----------    ----------
                                                         19,844        25,449
                                                     ----------    ----------
Other assets:
 Investments and advances, net                          851,490     1,248,649
 Goodwill, net of accumulated amortization of
      $86,170 and $81,864, respectively                   4,820         9,126
                                                     ----------    ----------
                                                        856,310     1,257,775
                                                     ----------    ----------
      Total assets                                   $1,079,141    $1,785,543
                                                     ==========    ==========

        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
 Accounts payable                                    $  518,514    $  152,485
 Customer advances                                      400,000       400,000
 Accrued liabilities                                    125,911       145,019
 Deferred compensation                                  246,000       216,000
                                                     ----------    ---------- 
      Total current liabilities                       1,290,425       913,504
                                                     ----------    ----------

Stockholders' equity (deficit)
 Common stock                                             2,429         2,373
 Capital in excess of par value                       4,915,512     4,681,295
 Warrants                                               112,500       112,500
 Deficit accumulated during the development stage    (5,156,725)   (3,839,129)
 Treasury stock                                         (85,000)      (85,000)
                                                     ----------    ---------- 
      Total stockholders' equity (deficit)             (211,284)      872,039
                                                     ----------    ----------
          Total liabilities and stockholders'
            equity (deficit)                         $1,079,141    $1,785,543



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



<PAGE>2


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


<TABLE>
<CAPTION>
                                        Three Months      Six Month Ended   April 25, 1990
                                            Ended            June 30,       (Inception) to
                                          June 30,                             June 30,
<S>                                   <C>          <C>          <C>          <C>          <C>
                                         1998         1997        1998          1997         1998
Revenue                               $     -      $     -      $     -      $     -      $  161,420
                                      ----------   ----------   ----------   ----------   ----------
Cost and operating expenses:
  Cost of revenue                                        -            -            -         127,580
  General and administrative             340,898      335,594      646,380      704,186    7,109,367
  Research and development               285,349       75,108      347,413      176,128    2,516,984
                                      ----------   ----------   ----------   ----------   ----------
                                         626,247      410,702      993,793      880,314    9,753,931
                                      ----------   ----------   ----------   ----------   ----------
    Loss from operations                (626,247)    (410,702)    (993,793)    (880,314)  (9,592,511)
                                      ----------   ----------   ----------   ----------   ----------
Other income (expense):
  Interest, net                            3,872     (136,735)       2,194     (264,750)    (739,686)
  Equity in loss of investees, net       (56,492)     (16,117)     (93,410)     (33,234)    (506,187)
  Gain (loss) on sale of investment     (228,323)        -        (228,323)   6,221,270    5,829,218
  Other, net                                -            -            -            -         (56,634)
                                      ----------   ----------   ----------   ----------   ----------
                                        (280,943)    (152,852)    (319,539)   5,923,286    4,526,711
                                      ----------   ----------   ----------   ----------   ----------
    Income (loss) before provision
      for income taxes and minority
      interests                         (970,190)    (563,554)  (1,313,332)   5,042,972   (5,065,800)
Provisions for income taxes                4,265         -           4,265         -          99,500
                                      ----------   ----------   ----------   ----------   ----------
    Income (loss) before minority
      interests                         (911,455)    (563,554)  (1,317,597)   5,042,972   (5,165,300)
Minority interests in income of
  consolidated subsidiaries                 -            -            -            -           8,575
                                      ----------   ----------   ----------   ----------   ----------
     Net income (loss)                $ (911,455)  $ (563,554) $(1,317,597)  $5,042,972  $(5,156,725)
                                      ==========   ==========   ==========   ==========  ===========
Basic net income (loss) per share     $    (0.15)  $    (0.10)  $    (0.22)  $     0.86
                                      ==========   ==========   ==========   ==========
Diluted net income (loss) per share   $    (0.15)  $    (0.10)  $    (0.22)  $     0.83
                                      ==========   ==========   ==========   ==========
Weighted average number of shares of
  common stock, basic                  5,897,652    5,872,805    5,897,281    5,862,591
                                      ==========   ==========   ==========   ==========
Weighted average number of shares of
  common stock, diluted                5,897,652    5,872,805    5,897,281    6,057,847
                                      ==========   ==========   ==========   ==========
</TABLE>


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 CASH FLOWS
                                    (Unaudited)

                                                                 April 25, 1990
                                             Six Months Ended    (Inception) to 
                                                June 30,            June 30,
                                            1998         1997         1998
Net cash used in operating activities   $ (451,507)  $ (608,832)  $(8,237,800)
                                        ----------   ----------   -----------
Cash flows from investing activities:
 Proceeds from sale of investment          199,940         -        1,099,940
 Proceeds from Loral settlement               -            -        3,573,677
 Purchase of fixed assets                     -            -         (105,524)
 Organization costs                           -            -          (28,526)
 Advances to officer                          -            -          (31,187)
 Purchase of interest in Continental          -            -       (2,292,409)
 Investments and advances                 (204,848)        -       (1,006,282)
 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)
 Proceeds from repayment of advances
   to affiliate                               -            -          152,500
 Restricted cash on credit line               -            -          300,000
                                        ----------   ----------   -----------
Net cash used by investing activities       (4,908)           0     1,652,809
                                        ----------   ----------   -----------
Cash flows from financing activities:
 Proceeds from credit line                    -           5,000      (300,000)
 Issuance of debentures                       -         107,501     4,817,501
 Issuance of common stock                   97,929       45,408     3,251,445
 Redemption 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' loans            -          49,750       442,750
 Payment of stockholders' loans               -            -         (351,967)
                                        ----------   ----------   -----------
Net cash provided by financing
   activities                               97,929      207,659     6,609,559
                                        ----------   ----------   -----------
Net increase (decrease) in cash           (358,486)    (401,173)       24,568
Cash and cash equivalents,
   beginning of period                     383,054      402,588          -
                                        ----------   ----------   -----------
Cash and cash equivalents, end of
   period                               $   24,568   $    1,415   $    24,568
                                        ==========   ==========   ===========
Supplemental Disclosures of 
   Non-Cash Financing activities:
 Stock subscription receivable          $   74,000         -      $    74,000
                                        ==========   ==========   ===========
 Stock sale proceeds used to pay
   service providers not received
   by the Company                       $   50,000         -      $    50,000
                                        ==========   ==========   ===========



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


<PAGE>4


                  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 the interim 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  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, 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   Corporation  ("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  $127,265  as of June 30, 1998.
The investment is accounted for using the equity method.  The  Company's equity
in  losses  of E-SAT for the six months ended June, 1998 were $93,410.   As  of
June 30, 1998, the Company had a net receivable of $724,225 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.



<PAGE>5


     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  was  being
amortized  over  a  five  year period.  On April 30, 1998, the company sold its
entire interest in Seimac and received $200,000 in cash and had $51,417 of debt
forgiven, in exchange for returning  the  232,829  Seimac shares it owned.  The
company  recorded  approximately  a  $228,000  loss  in  connection  with  this
transaction.

NOTE 3.  CUSTOMER ADVANCES

     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.  As of June 30,  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  customer   advances  on  the  accompanying balance sheet.  These
milestone payments could be  subject to refund in whole or in part. 

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 the dilutive effects
of  all  outstanding  Common  Stock  equivalents.    The  financial  statements
presented  have  been  restated  to  conform  with  current year  presentation.
Options and warrants to purchase 2,507,733 shares of common stock with exercise
prices  from  $.40  to  $5.60 were outstanding as of June  30,  1998  and  were
excluded from the loss per  share calculation for the quarter and the six month
period  then ended as they have  the  effect  of  decreasing  loss  per  share.
Options and warrants to purchase 1,330,116 shares of common stock with exercise
prices from  $.40  to  $5.60  were  outstanding  as  of  June 30, 1997 and were
excluded  from the loss per share calculation for the quarter  ended  June  30,
1997 but were  included in the earnings per share calculation for the six month
period ended June 30, 1997.

NOTE 5.  EQUITY TRANSACTIONS

     In June 1998,  the  Company issued 102,000 shares of its Common Stock at a
price of $2 per share.  In  connection  with  this  stock offering, the Company
issued warrants to purchase 102,000 shares of the Company's  Common Stock at an
exercise price of $3 per share through June 30, 2001.

     In April 1998, the Company issued 12,500 shares of its Common Stock to one
of its directors as a result of his exercise of the related options


<PAGE>6


NOTE 6.  SUBSEQUENT EVENT

     In July 1998, the  Company issued 900,000 shares of its  Common Stock at a
price of $2.00 per share.  In connection with this stock offering, the  Company
issued  warrants to purchase 900,000 shares of the Company's Common Stock at an
exercise price of $3.00 per share through June 30, 2001.

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

GENERAL

   The Company, through its 20% owned subsidiary  E-SAT, proposes to construct,
launch,  and  operate  a  two-way low-cost data messaging  system  (the  "E-SAT
System") utilizing six low-earth orbit("LEO") satellites.  LEO satellites orbit
the earth at altitudes of up to 1,000 miles, and with the Company's technology,
are capable of collecting and  transmitting  data  at  regular  intervals  from
monitors  in  hard-to-access  locations  and  at a cost substantially less than
manually retrieving the information.  The Company  intends to initially develop
automated  meter  reading  services monitoring energy-related  meters  such  as
electrical,  natural  gas,  water  or  propane,  but  may  provide  other  data
collection services in the areas of vending machines.

RESULTS OF OPERATIONS

REVENUES

   The Company remains in the  development  stage  and  did  not  generate  any
revenues or  significant net  interest income in either the three or six months
ended June 30, 1998 or June 30,  1997.

COST AND OPERATING EXPENSES

   Cost and operating expenses  for  the  three months ended June 30, 1998 were
$626,247 as compared to $410,702 for the three  months  ended  June  30,  1997.
During  the  three  months  ended  June  30,  1998, cost and operating expenses
increased primarily in research and development because the Company has devoted
substantial amounts of its financial and personnel  resources on developing its
automatic  meter reading business.  Cost and operating  expenses  for  the  six
months ended  June  30, 1998  were $993,793 as compared to $880,314 for the six
months ended June 30, 1997.  General  and  administrative  expenses for the six
months  ended  June 30, 1998, decreased from the same period during  the  prior
year.  During the  six  month  ended June 30, 1997, the Company was involved in
litigation  over  an  interest in a  direct  broadcast  satellite  license  and
incurred substantial legal fees.  This litigation was settled during 1997.  The
decrease in general and  administrative  expenses for the six months ended June
30, 1998, was offset by an increase in research  and  development  due  to  the
development of its automatic meter reading service.

OTHER INCOME (EXPENSE)

   Other  expense  for  the  three  months ended June 30, 1998, was $280,943 as
compared to $152,852 for the three months  ended  June  30,  1997.   During the
three months ended June 30, 1998, the Company earned interest income of  $3,872
compared  to  interest  expense of $136,735 for the three months ended June 30,
1997.  During 1997, the Company  had  debentures outstanding upon which it paid


<PAGE>7


interest.  The debentures were paid off  during  the latter part of 1997.  This
decrease in interest expense was offset by the loss of $228,323 incurred by the
Company upon the sale of its interest in Seimac and  loss of $56,492 attributed
to its 20% interest in E-SAT.  Other expense for the  six months ended June 30,
1998 was $319,539 as compared to other income of $ 5,923,286 for the six months
ended June 30, 1997.  During the six months ended June  30,  1997,  the Company
incurred  net  interest  expense  $264,750  due  to debentures outstanding  and
recognized  a  gain  $6,221,270  on  the sale of securities.   No  similar  net
interest expense or gain occurred during the six months ended June 30, 1998.

NET LOSS AND INCOME

   The Company's net loss for the three  month  period  ended June 30,1998, was
$911,455 compared to $563,554 for the three month period  ended  June 30, 1997.
Net  loss for the six months ended June 30, 1998 was $1,317,597 compared  to  a
net profit of $5,042,972 for the six month period ended June 30, 1997.   During
the six  month  period  ended  June  30, 1997, the Company's net income was due
primarily to a one-time gain on marketable  equity  securities of approximately
$6.2 million offset by operating and interest expenses.

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.  The Company
anticipates monthly expenses to average approximately  $170,000  - $200,000 per
month  for the remaining calendar year  which includes $125,000 per  month  for
operating,  legal  and consulting expenses, and $45,000 - $75,000 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.   Traditionally,   the  Company  has  relied  on  equity  and  debt
financings to finance its operations.   Currently,  the  Company is offering to
accredited  investors  in  a  private placement up to 3 million  units  for  $6
million in the aggregate with each  unit,  consisting  of  one  share of common
stock  and  one  warrant  to  purchase one share of common stock  at $3.00  per
share.  As of June 30, 1998, the  Company  had  sold  102,000  units  for gross
proceeds  of  $204,000.   As  of  August  1,  1998,  the  Company  has received
approximately an additional $1.8 million from the sale of  units subsequent  to
June 30, 1998.

   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  limits
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 customer  advances.  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


<PAGE>8


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.

   The Company had cash and cash equivalents of $24,568 and $383,054 as of June
30, 1998 and December  31,  1997,  respectively.   The  Company  had a negative
working  capital  of  $1,087,438  as of June 30, 1998, as compared to  negative
working capital of $ 411,185, as of  June  30, 1997.  Until the Company is able
to  develop,  construct  and  operate its E-SAT  satellite  system  and  derive
revenues therefrom, the Company  will  continue  to use cash for its operations
and development of the E-SAT system.

   Net cash used in investing activities for the six   month  period ended June
30,  1998  was $4,908 compared to no net cash used in investing activities  for
the six  month  period  ended June 30, 1997.  This net cash used represents the
difference between the proceeds from the divestiture of Seimac of $199,940 less
the advances to E-SAT of ($204,848).

   Net cash provided by financing  activities  for  the six  month period ended
June 30, 1998, was $97,929 compared to $207,659 for the  six  months ended June
30,  1997.   Net  cash provided by financing activities during the  six  months
ended June 30, 1998  consisted entirely of the issuance of common stock and net
cash provided by financing activities during the six months ended June 30, 1997
consisted primarily  of the issuance of common stock and debentures.

IMPACT OF THE YEAR 2000 ISSUE

   The Year 2000 Issue  is  the result of computer programs being written using
two  digits  rather than four to  define  the  applicable  year.   Any  of  the
Company's, or  its  suppliers' and customers' computer programs that have date-
sensitive software may recognize a date using "00" as the year 1900 rather than
the year 2000.  This could result in system failures or miscalculations causing
disruptions of operations  including, among other things, a temporary inability
to process transactions, send  invoices,  or  engage in similar normal business
activities.   In  the  Company's  assessment,  because   the  Company  and  its
subsidiaries information systems are primarily comprised of  recently purchased
personal computers and software, the Year 2000 Issue may not materially  affect
the specific operations of  the Company and its subsidiaries.

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.

   On May 12, 1998, the Company held its annual meeting of shareholders for the
election of two directors and to adopt the 1998 stock option plan, to amend the
1993  non-qualified stock option plan for non-employee directors and to approve
an amendment to the 1996 stock option plan.



<PAGE>9

ELECTION OF DIRECTOR          FOR          VOTES WITHHELD
Michael T. Schieber        2,092,661          177,369
H. Tate Holt               2,079,631          190,399

                             FOR              AGAINST          ABSTAIN
Approval to adopt the 
  1998 stock option plan   2,010,002          256,431           3,597


                             FOR              AGAINST          ABSTAIN
Approval to amend the
  1993 non-qualified
  stock option plan
  for non-employee
  directors                2,002,298          264,247           3,485


                             FOR              AGAINST          ABSTAIN
Approval to amend the
  1996 stock option plan   2,000,716          265,829           3,485


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


<PAGE>10


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

   Exhibit 27.1Financial Data Schedule



<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:    August 14, 1998            BY:  FRED W. THOMPSON
                                    ______________________________
                                         Fred W. Thompson,
                                         Chief Executive Officer