SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON DC. 20549

                         FORM 10-KSB40/A NO. 1
                       (filed on June 30, 1997)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
     1934

For the fiscal year ended December 31, 1996

Commission file number:  0-28348

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

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

       100 SHORELINE HIGHWAY, SUITE 190 A, MILL VALLEY CA 94941
      (Address of principal executive offices)          (Zip Code)

                            (415) 380-8055
         (Registrant's telephone number, including area code)

      FORMER ADDRESS:  495 MILLER AVENUE,  MILL VALLEY  CA  94941
(Former name, former address and former fiscal year, if changed since last
report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

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 such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.

Yes     X    No

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.     X

     As of March 31, 1997, the aggregate market value for the 4,794,999 shares
of the common stock, par value $.0004 per share, held by non-affiliates was
approximately $7,791,873.

     The number of shares outstanding of registrant's only class of common
stock, as of March 31, 1997 was 5,821,003 shares of its common stock, par value
$.0004 per share.

     Documents Incorporated by Reference: None

     Exhibit Index is located at Page 15.

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                           TABLE OF CONTENTS




ITEM 10.  EXECUTIVE COMPENSATION......................................2

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ITEM 10.  EXECUTIVE COMPENSATION

     (A) CASH COMPENSATION

     The following table provides certain summary information for the year
ended December 31, 1996, concerning compensation in excess of $100,000 paid or
accrued by the Company and its subsidiary to or on behalf of the Company's
executives and/or employees.

<TABLE>
<CAPTION>

                                             SUMMARY COMPENSATION TABLE


                                           Annual Compensation           Long-Term Compensation
<S>                         <C>          <C>               <C>       <C>             <C>               <C>

                                                                         Other
                                                                        Annual           Securities
                                                                       Compensa-         Underlying
Name and                       Year           Salary          Bonus     tion{(1)}        Options{(2)}
Principal Position

Fred W. Thompson               1996          $180,000{(3)}              $ 4,245           319,375{(4)}
Chief Executive Officer        1995{(5)}     $ 30,000                   $ 2,577               0
                               1995          $ 72,000                   $ 6,521             4,500
                               1994          $ 72,000                   $ 7,086             8,125

E.A. James Peretti             1996          $155,000                   $   971           375,000
CEO GEMS

Randall Smith                  1996          $125,000                   $  2,216          131,875{(4)}
Executive VP. GEMS  

</TABLE>

(1)  Consists entirely of payment of insurance premiums.
(2)  Common stock of DBS Industries, Inc.
(3)  $72,000 paid in cash, $108,000 deferred pursuant to his employment
     agreement.
(4)  Includes 6,875 shares granted in April 1996 with vesting commencing as of
     December 31, 1995.
(5)  For the transition period from August 1, 1995 to December 31, 1995.

     Mr. Thompson entered into an employment agreement with the Company on
April 18, 1996 effective January 1, 1996.  His annual salary under the
agreement is $180,000, and includes non-qualified stock options to purchase
312,500 shares of the Company's common stock.  Pursuant to the agreement, the
Company paid $72,000 of Mr. Thompson's salary and the remaining portion has
been deferred until certain financing requirements of the Company have been
achieved.  The Company has maintained a key person insurance policy on Mr.
Thompson's life in the face amount of $2,000,000, and is the sole beneficiary
of such policy.  The Company also entered into employment contracts with E.A.
James Peretti, CEO of GEMS, and Randall Smith, Executive VP of GEMS and Chief
Engineer.  Mr. Peretti's agreement includes an annual salary of $155,000 and
non-qualified stock options to purchase 375,000 shares of common stock.  Mr.
Smith's agreement includes an annual salary of $125,000 and non-qualified stock
options to purchase 125,000 shares of common stock.

(B) COMPENSATION PURSUANT TO STOCK OPTION PLAN

     The Company has established a 1996 Stock Option Plan (the "Plan") to serve
as a vehicle to attract and retain the services of key employees and to help
such key employees realize a direct proprietary interest in the Company.  The
Plan provides for the grant of non-statutory and incentive stock options.  The

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exercise price of any incentive stock option granted under the Plan may not be
less than 100% of the fair market value of the common stock of the Company on
the date of grant.  The fair market value for which an option may be granted
incentive stock options in any calendar year may not exceed $100,000.  Shares
subject to options under the Plan may be purchased for cash.  Unless otherwise
provided by the Board, an option granted under the Plan is exercisable for a
term of ten years (or for a shorter period up to ten years).  The Plan is
administered by the Board of Directors and its Compensation Committee, which
has discretion to determine optionees, the number of shares to be covered by
each option, the exercise schedule, and other terms of the options.  The Plan
may be amended, suspended, or terminated by the Board, but no such action may
impair rights under a previously granted option.  Each option is exercisable,
during the lifetime of the optionee, only so long as the optionee remains
employed by the Company.  No option is transferable by the optionee other than
by will or the laws of descent and distribution.

     The Company intends to file one or more registration statements on Form S-
8 under the Securities Act to register shares of common stock subject to stock
options that will permit the resale of such shares, subject to vesting
restrictions with the Company.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

     The General Corporation Law of the State of Delaware permits
indemnification of directors, officers, and employees of corporations under
certain conditions subject to certain limitations.  Article XII of the
Company's certificate of incorporation states that the Company may provide
indemnification of its agents, including its officers and directors, for breach
of duty to the Company to the maximum extent permitted by the General
Corporation Law.  Article VI of the Bylaws provide that the Company shall, to
the maximum extent and in the manner permitted in the Corporations Laws,
indemnify each of its agents, including its Officers and Directors, against
expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact any such person is or was an agent of the Company.
<TABLE>
<CAPTION>

                               OPTION GRANTS IN LAST FISCAL YEAR
<S>                   <C>                     <C>                 <C>                  <C>

                       Number of Securities   % of Total Options
                        Underlying Options        Granted to
                              Granted         Employees in Fiscal   Exercise or Base      Expiration
Name                           1996                  Year             Price ($/Sh)           Date

Fred W. Thompson             312,500                 37.2%             $5.20{(2)}          Jan 2006
President, CEO                 6,875{(3)}              .8               6.00{(1)}        Dec 31, 2000

E.A. James Peretti           375,000                 44.7%             $5.20{(2)}          Jan 2006
CEO GEMS

Randall Smith                125,000                 14.9%             $5.20{(2)}          Jan 2006
Exec. VP GEMS                  6,875{(3)}              .8               5.60{(2)}        Dec 31, 2005
</TABLE>

1.   Reflects exercise price on December 31, 1995.  The exercise price was
     amended to $1.5813 in February 1997.
2.   Reflects exercise price on December 31, 1995.  The exercise price was
     amended to $1.4375 in February 1997.
3.   Options granted in April 1996 with vesting commencing as of December 31,
     1995.

<PAGE>4

                           FISCAL YEAR-END OPTION VALUES

                          Number of Securities       Value of Unexercised
                         Underlying Unexercised           In-the-Money

                       Exercisable/Unexercisable    Exercisable/Unexercisable
   Name              Options at December 31, 1996  Options at December 31, 1996


Fred W. Thompson            87,315 / 244,685                  $0 / $0
President, CEO

E.A. James Peretti         150,000 / 225,000                  $0 / $0
CEO GEMS

Randall Smith               72,016 / 91,734                   $0 / $0
Exec. VP GEMS


COMPENSATION OF DIRECTORS

     The Company reimburses directors for expenses incurred in connection with
attending Board meetings but does not pay director's fees or other compensation
for services rendered as a director.  In lieu of fees the Company grants to
each non-employee director options to purchase 37,500 shares of Common Stock
for each year of service successfully completed, under a non-qualified stock
option plan as approved by a shareholder vote in 1996.

<PAGE>5

                               SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, duly authorized.

Date:  June 27, 1997             DBS INDUSTRIES, INC.


                                      FRED W. THOMPSON    
                                By: ____________________________________
                                      Fred W. Thompson
                                      President