SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549


                                FORM 8-K

                             CURRENT REPORT



                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934



Date of Report:  January 10, 1997




                          DBS INDUSTRIES, INC.






   DELAWARE                  0-28348                 84-1124675
(State or other            (Commission            (I.R.S. Employer
Jurisdiction of            File Number)           Identification No.)
Incorporation)






             495 MILLER AVENUE, MILL VALLEY, CA       94941
          (Address of principal executive offices)  (Zip Code)







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

<PAGE>2

Item 5.  Other Events

     On  January  8,  1997,   the  merger  of  Direct  Broadcasting  Satellite
Corporation ("DBSC") and EchoStar Communications Corporation ("EchoStar")  was
formally  completed.   The  Securities  and  Exchange  Commission  ("SEC"), on
December  31,  1996,  declared effective EchoStar's registration statement  on
Form S-4 covering the issuance  of  EchoStar shares to DBSC shareholders.  The
Federal Communications Commission ("FCC")  had  previously approved the merger
of DBSC and EchoStar on August 30, 1996.  As a result,  DBSC  is now a wholly-
owned subsidiary of EchoStar.

     Prior  to  the  merger,  DBS  Industries,  Inc.  (the  "Company")   owned
approximately  24.8%  of  the  outstanding  shares  of DBSC and EchoStar owned
approximately  40%  of the outstanding shares.  The Company  received  270,414
shares of EchoStar Class A common stock in exchange for its ownership interest
in DBSC.  The estimated  value  of the EchoStar shares is $6,760,350, based on
the $25 per share trading price of  EchoStar  stock  on January 8, 1997 on the
NASDAQ national market system under the symbol "DISH."  The Company originally
purchased its shares of DBSC for approximately $616,000.

     DBSC holds one of nine direct broadcast satellite ("DBS") permits granted
by  the FCC and has in force a contract with Lockheed Martin  Corporation  for
the construction  of  two  satellites.   The original merger agreement between
DBSC and EchoStar was entered into in December  1995  but  was  subject to FCC
approval  in order to protect the validity of DBSC's DBS permit.   The  merger
was also subject  to  EchoStar's  registration  statement  on  Form  S-4 being
declared effective by the SEC.

     EchoStar is also a DBS licensee and has offered commercial service  as  a
DBS  broadcaster  since  March  1996.   The  Company  is not a DBS permitee or
licensee  and  has  solely  developed  its interest in DBS technology  through
equity investments.

     Fred W. Thompson, the Company's President  and  Chief  Executive Officer,
resigned  from  the  DBSC  board of directors upon completion of  the  merger,
January 8, 1997.  Mr. Thompson  had  served  as a director of DBSC since July,
1993.

<PAGE>3

                               SIGNATURES

     Pursuant to the requirements of the Securities  Exchange Act of 1934, the
registrant  has  duly caused this report to be signed on  its  behalf  by  the
undersigned hereunto duly authorized.



                                   DBS Industries, Inc.



Dated: January 16, 1997               FRED W. THOMPSON
                                   Fred W. Thompson
                                   President & CEO
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SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 8-K

                             CURRENT REPORT

                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934

Date of Report:  January 10, 1997

                          DBS INDUSTRIES, INC.

   DELAWARE                  0-28348                 84-1124675
(State or other            (Commission            (I.R.S. Employer
Jurisdiction of            File Number)           Identification No.)
Incorporation)

             495 MILLER AVENUE, MILL VALLEY, CA       94941
          (Address of principal executive offices)  (Zip Code)

   Registrant's telephone number, including area code:  (415) 380-8055
2

Item 5.  Other Events

     On  January  8,  1997,   the  merger  of  Direct  Broadcasting  Satellite
Corporation ("DBSC") and EchoStar Communications Corporation ("EchoStar")  was
formally  completed.   The  Securities  and  Exchange  Commission  ("SEC"), on
December  31,  1996,  declared effective EchoStar's registration statement  on
Form S-4 covering the issuance  of  EchoStar shares to DBSC shareholders.  The
Federal Communications Commission ("FCC")  had  previously approved the merger
of DBSC and EchoStar on August 30, 1996.  As a result,  DBSC  is now a wholly-
owned subsidiary of EchoStar.

     Prior  to  the  merger,  DBS  Industries,  Inc.  (the  "Company")   owned
approximately  24.8%  of  the  outstanding  shares  of DBSC and EchoStar owned
approximately  40%  of the outstanding shares.  The Company  received  270,414
shares of EchoStar Class A common stock in exchange for its ownership interest
in DBSC.  The estimated  value  of the EchoStar shares is $6,760,350, based on
the $25 per share trading price of  EchoStar  stock  on January 8, 1997 on the
NASDAQ national market system under the symbol "DISH."  The Company originally
purchased its shares of DBSC for approximately $616,000.

     DBSC holds one of nine direct broadcast satellite ("DBS") permits granted
by  the FCC and has in force a contract with Lockheed Martin  Corporation  for
the construction  of  two  satellites.   The original merger agreement between
DBSC and EchoStar was entered into in December  1995  but  was  subject to FCC
approval  in order to protect the validity of DBSC's DBS permit.   The  merger
was also subject  to  EchoStar's  registration  statement  on  Form  S-4 being
declared effective by the SEC.

     EchoStar is also a DBS licensee and has offered commercial service  as  a
DBS  broadcaster  since  March  1996.   The  Company  is not a DBS permitee or
licensee  and  has  solely  developed  its interest in DBS technology  through
equity investments.

     Fred W. Thompson, the Company's President  and  Chief  Executive Officer,
resigned  from  the  DBSC  board of directors upon completion of  the  merger,
January 8, 1997.  Mr. Thompson  had  served  as a director of DBSC since July,
1993.
3

                               SIGNATURES

     Pursuant to the requirements of the Securities  Exchange Act of 1934, the
registrant  has  duly caused this report to be signed on  its  behalf  by  the
undersigned hereunto duly authorized.

                                   DBS Industries, Inc.

Dated: January 16, 1997               FRED W. THOMPSON
                                   Fred W. Thompson
                                   President & CEO