CONFORMED COPY

                      FORM 10-KSB/A
        (AMENDMENT NO. 1 - FILED APRIL 29, 1998)
           SECURITIES AND EXCHANGE COMMISSION

                  WASHINGTON DC. 20549

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

For the twelve month period ending December 31, 1997

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 HWY., 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: None

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, 1998  the aggregate market value for the 4,245,147 shares
of the common stock, par value  $.0004  per  share,  held by non-affiliates was
approximately $11,143,511.

      The number of shares outstanding of registrant's  only  class  of  common
stock, as of March 31, 1998 was 5,910,236 shares of its common stock, par value
$.0004 per share.

      DOCUMENTS INCORPORATED BY REFERENCE:

      Portions  of  the  Company's definitive Proxy Statement for the Company's
Annual Meeting of Stockholders  to be held on  May 12, 1998 are incorporated by
reference into Part III.

      Exhibit Index is located at Page 13


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ITEM 10. EXECUTIVE COMPENSATION

      (A)   CASH COMPENSATION

      The following table provides  certain  summary  information  for the year
ended December 31, 1997, 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.

                                 SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
<S>                     <C>         <C>            <C>       <C>               <C>
                                    ANNUAL COMPENSATION        LONG-TERM COMPENSATION
                                                             OTHER             SECURITIES
NAME AND                                                     ANNUAL            UNDERLYING
PRINCIPAL POSITION      YEAR        SALARY         BONUS     COMPENSATION{(1)}
OPTIONS{(2)}

Fred W. Thompson        1997        $180,000{(3)}            $    6,705        185,000
Chief Executive Officer 1996        $180,000{(4)}            $    4,245        319,375{(5)}
                        1995{(6)}   $ 30,000                 $    2,577          4,500
                        1995        $ 72,000                 $    6,521            0

E.A. James Peretti      1997        $155,000                 $    3,732        150,000
CEO GEMS                1996        $155,000                 $      971        375,000

Randall Smith           1997        $125,000                 $    2,385         75,000
Executive VP GEMS       1996        $125,000                 $    2,216        131,875{(5)}


</TABLE>

(1) Consists entirely of payment of insurance premiums.
(2) Common stock of DBS Industries, Inc.
(3) $80,000  paid  in  cash, $100,000  deferred  pursuant  to  his  employment
    agreement.
(4) $72,000  paid  in cash,  $108,000  deferred  pursuant  to  his  employment
    agreement.
(5) Includes 6,875 shares  granted  in April 1996 with vesting commencing as of
    December 31, 1995.
(6) 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
$80,000 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
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



<PAGE>


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
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.

     During fiscal 1997 there was a substantial decrease in the market price of
the Company's Common Stock due, in part, to regulatory delays including a delay
in the approval of E-Sat's LEO satellite license application.  As a result, the
Compensation Committee repriced stock options in February and December of 1997.
The  repricing was done in an effort to retain the Company's quality  employees
and directors who had lost a significant portion of their financial interest in
the Company  because their options were  "out of the money."  In February 1997,
the  Company completed  the  first  stock  option  repricing  program  for  the
Company's  directors  and employees in which stock options for 1,119,646 shares
of Common Stock, originally  issued  with exercise prices ranging from $1.60 to
$6.00 per share, were reissued with an  exercise  price  of  $1.4375 per share,
which approximated the fair market value on the date of repricing.  In December
1997,  the  Company completed a second stock option repricing program  for  the
Company's employees  (including  employee directors) in which stock options for
approximately 1,135,726 shares of  Common  Stock,  originally  issued  with  an
exercise  price  of  $1.4375,  were  reissued with exercise prices ranging from
$0.531 to $0.584 per share, which approximated  the  fair  market  value on the
date of repricing.  The Company  maintained the original vesting schedules.

     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 indemnifi-
cation 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.

                 OPTION GRANTS IN THE YEAR ENDED DECEMBER 31, 1997

                                 Individual Grants

                   Number of   % of Total
                   Securities  Options
                   Underlying  Granted to  Exercise
                   Options     Employees   or Base
                   Granted     in Fiscal   Price       Expiration
NAME                 1997         YEAR     ($/SH)      DATE

Fred W. Thompson    185,000         25%    $0.584      12/31/02
President, CEO

E.A. James Peretti  150,000         20%    $0.531      12/31/07
CEO GEMS

Randall Smith        75,000         10%    $0.531      12/31/07
Exec. VP GEMS



<PAGE>


                          FISCAL YEAR-END OPTION VALUE *


                   Number of Securities          Value of Unexercised
                   Underlying Unexercised        In-the-Money
                   Options/SARS at FY End (#)    Options/SARS at FY End ($)

NAME               EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
                   Options at December 31, 1997  Options at December 31, 1997

Fred W. Thompson         169,971 / 347,029           $82,969 / $82,969
President, CEO

E.A. James Peretti       225,000 / 300,000           $119,475 / $159,300
CEO GEMS

Randall Smith            105,074 / 133,676           $55,795 / $70,982
Exec. VP GEMS

* Includes options which were repriced in February and December 1997. (See Item
  10(b).)

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 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>


                                    SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-KSB/A to be signed on its behalf by the undersigned, duly authorized.

Date:  April 24, 1998                       DBS INDUSTRIES, INC.



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


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below by the following persons,  which  include  the
Principal Executive Officer,  the Principal Financial Officer and a majority of
the Board of Directors on behalf of the Registrant and in the capacities and on
the dates indicated.


        NAME                       TITLE                        DATE


FRED W. THOMPSON
Fred W. Thompson                   President, Director,         April 24, 1998
                                   Principal Executive Officer

E.A. JAMES PERETTI
E.A. James Peretti                 Director                     April 24, 1998


MICHAEL T. SCHIEBER
Michael T. Schieber                Director, Secretary          April 27, 1998


JEROME W. CARLSON
Jerome W. Carlson                  Director                     April 27, 1998


H. TATE HOLT
H. Tate Holt                       Director                     April 24, 1998



Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants  Which  Have Not Registered Securities Pursuant
to Section 12 of the Act.