SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSB/A

(Mark One)

  ( X )   Quarterly  Report  pursuant  to Section 13 or 15(d) of the  Securities
          Exchange Act of 1934

               For the quarterly period ended September 30, 1999

  (   )   Transition Report under Section 13 or 15(d) of the Securities Exchange
          Act of 1934

For the transition period from  _____________ to _____________

                         Commission File Number      1-11048
                                                  ------------

      Dallas Gold and Silver Exchange, Inc. (Name of small business issuer)

        Nevada                             88-0097334
-------------------------------    --------------------------------------
(State or other jurisdiction of    I.R.S. Employer Identification Number)
 incorporation or organization)



  2817 Forest Lane, Dallas, Texas                 75234
---------------------------------                ----------
(Address of principal executive offices)         (Zip Code)

(Issuer's telephone number, including area code) (972) 484-3662
                                                 --------------

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                 Outstanding at November 10, 1999
----------------------------     --------------------------------
Common Stock, $.01 per value                4,373,212



<PAGE>



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

             DALLAS GOLD AND SILVER EXCHANGE, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                               September 30,   December 31,
                      ASSETS                         1999           1998
                                               -------------  -------------
 Current assets:
  Cash                                         $      24,964  $   1,004,836
  Marketable securities - trading                  2,625,220      3,010,462
  Trade receivables                                  187,963        166,929
  Notes receivable - officers                          1,200          4,001
  Inventory                                        4,613,785      1,354,686
  Prepaid expenses                                   122,403         27,844
                                               -------------  -------------
   Total current assets                            7,575,535      5,568,758
Marketable securities - available
  for sale                                            18,000         18,000
Property and equipment                             1,243,401      1,104,091
Other assets                                         522,743         64,220
                                               -------------  -------------
  Total assets                                 $   9,359,679  $   6,755,069
                                               =============  =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Notes payable                                $   3,067,649  $     350,713
  Accounts payable - trade                           555,880        457,003
  Accrued expenses                                   295,643        596,231
  Customer deposits                                  149,881        174,600
  Federal income taxes payable                                       11,658
  Current maturities of long-term
    debt and lease obligations                        48,227        148,072
  Deferred income taxes                              453,892        591,452
                                               -------------  -------------
     Total current liabilities                     4,571,172      2,329,729
Long-term debt and capital lease
    obligations, less current
    maturities                                     1,604,428      1,560,602
Shareholders' equity:
  Common  stock,  $.01 par  value;
  authorized  10,000,000  shares;
  issued  and outstanding 4,373,212
  shares at September 30, 1999 and
  4,144,912 at December 31, 1998                      43,732         41,449
  Additional paid-in capital                       3,925,473      3,341,387
  Accumulated other comprehensive
    Income                                            (4,950)        (4,950)
  Accumulated deficit                               (780,176)      (513,148)
                                               -------------  -------------
    Total shareholders' equity                     3,184,079      2,864,738
                                               -------------  -------------
    Total liabilities and
      And shareholders' equity                 $   9,359,679  $   6,755,069
                                               =============  =============




                                        2

<PAGE>

             DALLAS GOLD AND SILVER EXCHANGE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                    Three Months Ended
                                                       September 30,
                                                    1999          1998
                                                -----------   -----------
Revenues:
  Sales                                         $ 4,544,527   $ 4,025,296
  Pawn service fees                                  17,114         8,855
  Consulting service fees
  Gain (loss) on sales of
    Marketable securities - trading                  39,724        49,142
  Unrealized gain (loss) on
    Marketable securities - trading                 177,250      (815,153)
  Other income                                          175         1,675
                                                -----------   -----------
                                                  4,788,790     3,269,815
                                                -----------   -----------
Costs and expenses:
  Cost of sales (exclusive of
    Items shown separately below)                 3,875,976     3,443,536
  Consulting service cost                            53,561        54,534
  Selling, general and
    Administrative cost                             719,625       446,067
  Depreciation and amortization                      34,935        23,885
  Interest expense                                   73,795        55,440
                                                -----------   -----------
    Total cost and expenses                       4,757,895     4,023,462
                                                -----------   -----------

Income (loss) before income taxes                    20,895      (753,647)
Income tax expense (benefit)                          7,105      (263,925)
                                                -----------   -----------

Net income (loss)                               $    13,790   $  (489,722)
                                                ===========   ===========

Earnings (loss) per common share:
  Basic                                         $      --     $      (.12)
  Diluted                                       $      --     $      (.11)

Weighted average number of common
 Shares outstanding:
  Basic                                           4,278,912     4,160,128
  Diluted                                         4,666,395     4,457,378











                                        3

<PAGE>

             DALLAS GOLD AND SILVER EXCHANGE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                         Nine Months Ended
                                                           September 30,
                                                        1999          1998
                                                    -----------   -----------
Revenues:
  Sales                                             $13,162,707   $10,451,193
  Pawn service fees                                      42,784        28,472
  Consulting service fees
  Gain (loss) on sales of
    Marketable securities - trading                      82,327       123,557
  Unrealized gain (loss) on
    Marketable securities - trading                    (350,948)      194,330
  Other income                                              581        37,597
                                                    -----------   -----------
                                                     12,937,451    10,835,149
                                                    -----------   -----------
Costs and expenses:
  Cost of sales (exclusive of
    Items shown separately below)                    11,040,370     8,770,046
  Consulting service cost                               151,741       153,381
  Selling, general and
    Administrative cost                               1,873,033     1,419,011
  Depreciation and amortization                          92,941        71,786
  Interest expense                                      183,955       162,660
                                                    -----------   -----------
    Total cost and expenses                          13,342,040    10,579,884
                                                    -----------   -----------
Income (loss) before income taxes                      (404,589)      255,265
Income tax expense (benefit)                           (137,560        79,175
                                                    -----------   -----------
Net income (loss)                                   $  (267,029) $    176,090
                                                    ===========  ============

Earnings (loss) per common share:
  Basic                                             $      (.06) $        .04
  Diluted                                           $      (.06) $        .04

Weighted average number of common
 Shares outstanding:
  Basic                                               4,212,912     4,160,128
  Diluted                                             4,599,395     4,572,378











                                        4

<PAGE>

              DALLAS GOLD AND SILVER EXCHANGE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                   Nine Months Ended
                                                     September 30,
                                                  1999           1998
                                              -----------    -----------
Reconciliation of net income to net
 cash provided by operating activities
  Net income (loss)                           $  (267,029)   $   176,090
  Adjustments to reconcile net income
 (loss)to cash provided (used) by
  operating activities
   Depreciation and amortization                   92,941         71,175
   Common stock issued for services                25,000
   Unrealized (gain) loss on securities           350,948       (194,330)
   Deferred taxes                                (137,560)        79,175
   (Increase) decrease in operating
    assets and liabilities
     Net change in marketable securities           34,295         45,249
     Net receivables                              (21,034)        (4,979)
     Inventories                                 (759,099)      (533,350)
     Prepaid expenses and other assets            (94,559)       (35,511)
     Accounts payable                              98,877        (13,609)
     Accrued expenses                            (300,588)      (156,414)
     Customer deposits                            (24,719)        56,139
     Income taxes payable                         (11,658)      (169,473)
                                              -----------    -----------
       Net cash used in operating
       activities                              (1,014,185)      (679,838)
Cash flows from investing activities
  Decrease in notes receivable - officers           2,801         78,625
  Capital expenditures                            (90,774)       (57,297)
                                              -----------    -----------
       Net cash used (provided)
       in investing activities                    (87,973)        21,328
                                              -----------    -----------
Cash flows from financing activities
  Net change in notes payable                     216,936       (278,000)
  Net change in long-term debt and
   capital lease obligations                      (56,019)       (49,465)
  Common stock issued on conversion of debt        18,750         12,500
  Purchase and retirement of common stock         (57,381)      (103,452)
       Net cash (used) provided in
       financing activities                       122,286       (418,417)
                                              -----------    -----------

Decrease in cash                                 (979,872)    (1,076,927)
                                              -----------    -----------

Cash at beginning of period                     1,004,836      1,258,254
                                              -----------    -----------

Cash at end of period                         $    24,964    $   181,327
                                              ===========    ===========
Supplemental cash flow information:
  Cash paid during the period for:
     Interest                                 $   187,344    $   170,099
     Taxes                                              -              -






                                        5





<PAGE>



             DALLAS GOLD AND SILVER EXCHANGE, INC. AND SUBSIDIARIES
          NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT


    September 30, 1999

    (1)  Basis of Presentation:

    The accompanying  unaudited condensed  consolidated  financial statements of
    Dallas Gold and Silver Exchange, Inc. and Subsidiaries include the financial
    statements  of Dallas Gold and Silver  Exchange,  Inc. and its  wholly-owned
    subsidiaries,  DGSE  Corporation,  DLS Financial  Services,  Inc.,  National
    Jewelry Exchange,  Inc., eye media, inc. and Silverman Consultants,  Inc. In
    the opinion of management,  all adjustments  (consisting of normal recurring
    accruals) considered necessary for a fair presentation have been included.

    On August 13, 1999 the Company purchased  substantially all of the assets of
    the Silverman Group ("Silverman")  located in Mt. Pleasant,  South Carolina.
    Silverman's primary business has been conducting liquidation, consolidation,
    promotional or other  large-scale  retail sales for jewelry stores and other
    types of retailers.  The purchase price of $ 3,100,000 involves the issuance
    of 200,000 of the Company's newly issued  unregistered  common stock and the
    assumption by the Company of a $2,500,000 obligation to First Union National
    Bank.  The  purchase   price  has  been  allocated  as  follows:   inventory
    ($2,500,000);   furniture,  fixtures,  leasehold  improvements,  and  office
    equipment($131,000);  trade/service  marks  and good  will  ($469,000).  The
    Company is conducting the business of the former  Silverman  Group through a
    new wholly  owned  subsidiary,  Silverman  Consultants,  Inc. The results of
    Silverman Consultants, Inc. have been included in the consolidated financial
    statements since August 13, 1999.

    The Company's  operating  results for the nine month period ended  September
    30, 1999, are not necessarily indicative of the results that may be expected
    for the year ended December 31, 1999. For further information,  refer to the
    consolidated  financial  statements  and footnotes  thereto  included in the
    Company's annual report on Form 10-KSB for the year ended December 31, 1999.














                                        6



<PAGE>

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

    Results of Operations
    ---------------------
    Quarter ended September 30, 1999 vs 1998:

    Sales  for the  third  quarter  of 1999  increased  $519,231  or 12.9%  when
    compared to the  corresponding  quarter of 1998. The increase was the result
    of an  increase  in jewelry  sales in the amount of  $206,732  or 12.0%,  an
    increase  in  precious  metals  sales in the amount of $92,656 or 4.0%,  and
    sales from Silverman Consultants,  Inc. and National Jewelry Exchange,  Inc.
    in the amount of $219,843.  The Company's  Internet related activities had a
    significant  impact on this sales  growth.  During the third quarter of 1999
    Internet sales  increased by $431,003.  Pawn service fees increased by 93.3%
    due to the acquisition of National Jewelry Exchange, Inc. (formerly Beltline
    Pawn) in  December  1998.  During  the  third  quarter  of 1999 and 1998 the
    Company sold marketable  securities  realizing gains of $39,724 and $49,142,
    respectively. Unrealized gains (loss) on trading securities in the amount of
    $177,250  in 1999 and  ($815,153)  in 1998 was the  result of changes in the
    market value of the Company's investment in marketable  securities.  Cost of
    sales increased by $432,440 primarily due to the increase in sales.

    General and  administration  expenses increased by $273,561 and depreciation
    expense  increased by $11,059  primarily due to the acquisition of Silverman
    Consultants, Inc. and Beltline Pawn,. Interest expense increased $18,355 due
    to interest on the debt assumed in the Silverman transaction.

    Income tax expense and benefit are  provided  at the  corporate  rate of 34%
    for both 1999 and 1998.


    Nine months ended September 30, 1999 vs 1998:

    Sales for the first nine months of 1999  increased  $2,711,514 or 25.9% when
    compared to the corresponding period of 1998. The increase was the result of
    an increase in jewelry sales in the amount of $494,984 or 10.1%, an increase
    in precious metals sales in the amount of $1,953,641 or 35.2% and sales from
    Silverman Consultants, Inc and National Jewelry Exchange, Inc. in the amount
    of $262,889.  The Company's  Internet  related  activities had a significant
    impact on this sales  growth.  During the first nine months of 1999 Internet
    sales  increased by $1,516,016.  Pawn service fees increased by 50.3% due to
    the acquisition of National Jewelry Exchange,  Inc. (formerly Beltline Pawn)
    in December 1998.  During the first nine months of 1999 and 1998 the Company
    sold  marketable   securities  realizing  gains  of  $82,327  and  $123,557,
    respectively.  Unrealized  gains and  (loss) on  trading  securities  in the
    amount of  $(350,948) in 1999 and $194,330 in 1998 was the result of changes
    in the market value of the Company's  investment  in marketable  securities.
    Cost of sales  increased  by  $2,270,324  primarily  due to the  increase in
    sales.

    The  increases  in general and  administration  expenses,  depreciation  and
    amortization,  and interest expense was primarily due to the acquisitions of
    National Jewelry Exchange,  Inc. and Silverman Consultants,  Inc. Income tax
    expense and benefit are provided at the corporate  rate of 34% for both 1999
    and 1998.



                                        7

<PAGE>

    Liquidity and Capital Resources
    -------------------------------
    Due to the  somewhat  seasonal  nature of the  Company's  jewelry  business,
    inventory and trade receivables are at their lowest levels on December 31 of
    each  year.  During  the  first  half  of each  year  jewelry  inventory  is
    replenished and trade receivables begin to increase.  During the nine months
    of 1999,  cash and cash  equivalents  decreased  by $979,872  primarily as a
    result of  decreases  in accrued  expenses  ($300,588)  and an  increase  in
    inventory  ($3,259,099,  $2,500,000 of which was the result of the Silverman
    transaction).


    Management of the Company expects capital  expenditures  for the next twelve
    months  to  total  approximately  $125,000.  It is  anticipated  that  these
    expenditures  will be funded  from the  Company's  current  working  capital
    position, bank loans and other private financing.

    From time to time, management has adjusted the Company's inventory levels to
    meet  seasonal  demand  or in order to meet  working  capital  requirements.
    Management is of the opinion that if additional  working capital is required
    by the Company,  additional  loans can be obtained from  individuals or from
    commercial  banks.  If  necessary,  inventory  levels may be  adjusted  or a
    portion  of  the  Company's  investments  in  marketable  securities  may be
    liquidated in order to meet unforseen working capital requirement.














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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits - None
         Reports on Form 8-K - None





                                        8

<PAGE>

                                   SIGNATURES


         In  accordance  with  Section  13 and 15(d) of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

Dallas Gold and Silver Exchange, Inc.


By:      /s/ L. S. Smith                    Dated: November 22, 1999
         ------------------------------
         L. S. Smith
         Chairman of the Board,
         Chief Executive Officer and
         Secretary


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the date indicated.


By:      /s/ L. S. Smith                    Dated: November 22, 1999
         ------------------------------
         L. S. Smith
         Chairman of the Board,
         Chief Executive Officer and
         Secretary


By:      /s/ W. H. Oyster                   Dated: November 22, 1999
         ------------------------------
         W. H. Oyster
         Director, President and
         Chief Operating Officer


By:      /s/ John Benson                    Dated: November 22, 1999
         ------------------------------
         John Benson
         Chief Financial Officer
         (Principal Accounting Officer)










                                       9