UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q/A
                             AMENDMENT TO FORM 10-Q
                              FILED ON MAY 13, 2005

(Mark One)

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

For the quarterly period ended       March 31, 2005
                               ------------------------------

 (   )    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
                       -------------------------------------------

                              DGSE Companies, Inc.
                              ---------------------
             (Exact name of registrant as specified in its charter)


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



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

(Registrant'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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes    No X
                                               ---   ---

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 May 6, 2005
----------------------------                          --------------------------
Common Stock, $.01 per value                                   4,913,290






<PAGE>
<TABLE>
<CAPTION>

PART I.   FINANCIAL INFORMATION
          Item 1. Financial Statements

                           Consolidated Balance Sheets
                                                            (Unaudited)

ASSETS                                                        Mar. 31,        Dec. 31,
                                                                2004            2005
                                                            ------------    ------------
<S>                                                         <C>             <C>
CURRENT ASSETS
    Cash and cash equivalents                               $    127,741         314,897
    Trade receivables                                            735,119         907,238
    Other receivables                                               --              --
    Inventories                                                7,235,112       6,791,383
    Prepaid expenses                                             203,488         161,985
                                                            ------------    ------------

             Total current assets                              8,301,460       8,175,503


MARKETABLE SECURITIES - AVAILABLE FOR SALE                        77,062          77,062

PROPERTY AND EQUIPMENT - AT COST, NET                            860,316         885,301

DEFERRED INCOME TAXES                                             15,994          15,994

GOODWILL                                                         837,117         837,117

OTHER ASSETS                                                     300,236         290,722
                                                            ------------    ------------

                                                            $ 10,392,185    $ 10,281,699
                                                            ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Notes payable                                           $  2,566,758         548,093
    Current maturities of long-term debt                         160,903          76,172
    Accounts payable - trade                                     366,530         590,412
    Accrued expenses                                             163,724         513,775
    Customer deposits                                            195,492          67,173
    Federal income taxes payable                                 148,773         146,210
                                                            ------------    ------------

             Total current liabilities                         3,602,180       1,941,835

Long-term debt, less current maturities                        1,048,855       2,749,278

Deferred income taxes                                               --              --
                                                            ------------    ------------
             Total liabilities                                 4,651,035       4,691,113


SHAREHOLDERS' EQUITY
    Common stock, $.01 par value; authorized 10,000,000
       shares; issued and outstanding 4,913,290 shares at
       The end of each period                                     49,133          49,133
    Additional paid-in capital                                 5,708,760       5,708,760
    Accumulated other comprehensive  (loss)                     (122,582)       (122,582)
    Retained earnings (deficit)                                  105,839         (44,725)
                                                            ------------    ------------
             Total shareholders' equity                        5,741,150       5,590,586


                                                            $ 10,392,185    $ 10,281,699
                                                            ============    ============
</TABLE>

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


                                       2
<PAGE>
<TABLE>
<CAPTION>

DGSE Companies, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended
(Unaudited)


                                                         March 31, 2005    March 31, 2004
                                                         --------------    --------------
<S>                                                      <C>               <C>
Revenue
    Sales                                                $    6,637,914    $    6,751,452
    Pawn services charges                                        79,898            47,630
                                                         --------------    --------------
                                                              6,717,812         6,799,082
Costs and expenses
    Cost of goods sold                                        5,316,873         5,452,922
    Selling, general and administrative expenses              1,058,884           908,982
    Depreciation and amortization                                42,803            35,285
                                                         --------------    --------------
                                                              6,418,560         5,397,189
                                                         --------------    --------------

Operating income                                                299,252           401,893
                                                         --------------    --------------
Other income (expense)
   Interest expense                                             (71,124)          (72,053)
                                                         --------------    --------------
             Total other income (expense)                       (71,124)          (72,053)

             Income before income taxes                         228,128           329,840

Income tax expense                                               77,563           112,146
                                                         --------------    --------------

             Net income from continuing operations              150,565           217,694

Loss from discontinued operations, net of income taxes             --             (31,995)
                                                         --------------    --------------

             Net income (loss)                           $      150,565    $      185,699
                                                         ==============    ==============
Earnings per common share
     Basic and diluted
       From continuing operations                        $          .03    $          .04
       From discontinued operations                                --                --
                                                         --------------    --------------
                                                         $          .03    $          .04
                                                         ==============    ==============

     Weighted average number of common shares:
       Basic                                                  4,913,290         4,913,290
       Diluted                                                5,089,162         5,137,431
</TABLE>



The  accompanying  notes are an integral  part of these  consolidated  financial
statements
                                       3
<PAGE>
<TABLE>
<CAPTION>

DGSE COMPANIES, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                                                                      Three Months Ended
                                                                            March 31,
                                                                       2005           2004
                                                                   -----------    -----------
<S>                                                                <C>            <C>
Cash Flows From Operations
Reconciliation of net income to net cash
   used in  operating activities
     Net income                                                    $   150,565    $   185,699
     Depreciation and amortization                                      42,803         35,285
        (Increase) decrease in operating assets and liabilities
        Trade receivables                                              177,381         50,411
        Inventories                                                   (443,729)      (213,794)
        Prepaid expenses and other current assets                      (41,503)         6,204
         Accounts payable and accrued expenses                        (573,933)      (837,959)
         Change in customer deposits                                   128,319        (58,589)
         Federal income taxes payable                                    2,563       (204,337)
         Other assets                                                   (9,565)          (951)
                                                                   -----------    -----------
              Total net cash used in operating activities             (567,099)    (1,038,031)

Cash flows from investing activities
         Pawn loans made                                              (184,359)      (135,910)
         Pawn loans repaid                                             122,699        124,695
         Recovery of pawn loan principal through
             Sale of forfeited collateral                               64,253         20,135
         Pay day loans made                                            (12,970)          --
         Pay day loans repaid                                            5,115           --
         Purchase of property and equipment                            (17,768)        (4,164)
                                                                   -----------    -----------
                Net cash (used) provided by investing activities       (23,030)         4,756
Cash flows from financing activities
         Proceeds from notes issued                                    700,000        625,000
         Payments on notes payable                                    (297,027)      (272,580)
                                                                   -----------    -----------
        Net cash provided by financing activities                      402,973        352,420
                                                                   -----------    -----------

Net decrease in cash and cash equivalents                             (187,156)      (680,855)

Cash and cash equivalents at beginning of year                         314,897        735,293
                                                                   -----------    -----------

Cash and cash equivalents at end of period                         $   127,741    $    54,438
                                                                   ===========    ===========
</TABLE>

Supplemental schedule of non-cash, investing and financing activities:
Interest  paid for the three  months  ended March 31, 2005 and 2004 was $ 77,563
and $ 72,053, respectively.
Income taxes paid for the three months ended March 31, 2005 and 2004 was $75,000
and $300,000,  respectively.  Pawn loans  forfeited and transferred to inventory
amounted to $ 119,808 and $ 23,895,  respectively,  for the three  months  ended
March 31, 2005 and 2004.

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



                                       4
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  Basis of Presentation:

The accompanying  unaudited condensed  consolidated financial statements of DGSE
Companies,  Inc.  and  Subsidiaries  include the  financial  statements  of DGSE
Companies, Inc. and its wholly-owned  subsidiaries,  DGSE Corporation,  National
Jewelry Exchange,  Inc., Charleston Gold and Diamond Exchange, Inc. and American
Pay Day Centers,  Inc. In July 2004 the Company sold the goodwill and trade name
of  Silverman  Consultants,   Inc.  and  discontinued  the  operations  of  this
subsidiary.  As a  result,  operating  results  for this  subsidiary  have  been
reclassified  to  discontinued  operations  for all  periods  presented.  In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.

The  Company's  operating  results for the period ended March 31, 2005,  are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2005. For further information,  refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 2004. Certain  reclassifications  were made
to the prior year's consolidated  financial statements to conform to the current
year presentation.

Pawn loans  receivable  in the amount of $ 152,722 and $ 103,111 as of March 31,
2005 and 2004,  respectively,  are included in the  Consolidated  Balance Sheets
caption trade  receivables.  The related pawn service charges  receivable in the
amount of $ 63,511 and $ 42,638 as of March 31, 2005 and 2004, respectively, are
also included in the Consolidated Balance Sheets caption trade receivables.  Pay
day loans  receivable  in the  amount  of $ 6,805 as of March 31,  2005 are also
included in the  Consolidated  Balance Sheets caption trade  receivables.  There
were no pay day loans receivable as of March 31, 2004.

The 10-K for the year  ended  December  31,  2004  will be  amended  to  include
expanded footnote disclosures.


(2)  - Earnings per share

Earnings Per Common Share

A reconciliation of the income and shares of the basic earnings per common share
and diluted earnings per common share for the three months ended March 31, 2005,
and 2004 is as follows:

                                                        March 31, 2005
                                               ---------------------------------
                                                                       Per-Share
                                                 Income      Shares      Amount
                                               ---------   ---------   ---------
     Basic earnings per common share
         Income from operations allocable
           to common shareholders              $ 150,565   4,913,920   $     .03
                                                                       =========

     Effect of dilutive securities
         Stock options                              --       175,872
                                               ---------   ---------

     Diluted earnings per common share
         Income from operations available
           to common shareholders plus
                assumed conversions            $ 150,565   5,089,162   $     .03
                                               =========   =========   =========



                                                          March 31, 2004
                                               ---------------------------------

                                                                       Per-Share
                                                 Income      Shares      Amount
                                               ---------   ---------   ---------
     Basic earnings per common share
         Income from operations allocable
           to common shareholders              $ 185,699   4,913,920   $     .04
                                                                       =========

     Effect of dilutive securities
         Stock options                              --       224,141
                                               ---------   ---------

     Diluted earnings per common share
         Income from operations available
           to common shareholders plus
             assumed conversions               $ 185,699   5,137,431   $     .04
                                               =========   =========   =========



                                       5
<PAGE>
<TABLE>
<CAPTION>

(3)  - Business segment information

Management  identifies  reportable segments by product or service offered.  Each
segment is managed separately.  Corporate and other includes certain general and
administrative  expenses  not  allocated  to segments  and pawn and pay day loan
operations. The Company's operations by segment were as follows:

                             (Amounts in thousands)

                    Retail       Wholesale                        Rare        Corporate
                   Jewelry        Jewelry         Bullion         Coins       and Other      Consolidated
                 ------------   ------------   ------------   ------------   ------------    ------------
<S>              <C>            <C>            <C>            <C>            <C>             <C>
Revenues
   2005          $      3,020   $        940   $      1,993   $        549   $        216    $      6,718
   2004                 3,109            894          2,397            296            103           6,799

Net income
(loss)
   2005                    86             55             11             47            (48)            151
   2004                   104             47             43             16            (24)            186

Identifiable
Assets
   2005                 7,633          1,721            134            166            738          10,392
   2004                 7,553          1,620            134            104          1,203          10,614

Capital
Expenditures
   2005                     8           --             --             --               10              18
   2004                     3           --             --             --                1               4
Depreciation and
Amortization
   2005                    28              5           --             --               10              43
   2004                    28              5           --             --                2              35
</TABLE>



(4) Other Comprehensive income:

Other comprehensive income is as follows:                                Tax
                                            Before Tax   (Expense)    Net-of-Tax
                                              Amount      Benefit       Amount
                                            -----------------------------------
Other comprehensive income at
   December 31, 2003                        $    --      $    --      $    --
Unrealized holding gains arising during the
    Three months ended March 31, 2004         106,373      (36,167)      70,206
                                            ---------    ---------    ---------
Other comprehensive income  at
   March 31, 2004                           $ 106,373    $ (36,167)   $  70,206
                                            =========    =========    =========

Other comprehensive loss at
   December 31, 2004  and March 31,2005     $(150,784)   $  28,202    $(122,582)
                                            =========    =========    =========


                                       6
<PAGE>

(5) Stock-based Compensation:

The  Company  accounts  for  stock-based  compensation  to  employees  using the
intrinsic  value  method.  Accordingly,  compensation  cost for stock options to
employees is measured as the excess,  if any , of the quoted market price of the
Company's common stock at the date of the grant over the amount an employee must
pay to acquire the stock.

The following table  illustrates the effect on net income and earnings per share
if the  Company  had  applied  the fair  value  recognition  provisions  of FASB
Statement No. 123,  Accounting  for  Stock-Based  Compensation,  to  stock-based
employee compensation.

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                       2005             2004
                                                    -----------      -----------

Net income as reported                              $   150,565      $   185,699
Deduct:  Total stock-based employee compensation
Expense determined under fair value based method
For all awards, net of related tax effects                 --               --
                                                    -----------      -----------
Pro forma net loss                                  $   150,565      $   185,699

Earnings per share:
     Basic - as reported                                   $.03             $.04
     Basic - pro forma                                     $.03             $.04
     Diluted - as reported                                 $.03             $.04
     Diluted pro forma                                     $.03             $.04


(6) Financing

The  Company  entered  into a  financing  agreement  on March  31,  2005  with a
commercial  bank that allows the Company to borrow at any time through March 31,
2006  up to $  3,500,000  at the  bank's  prime  Rate  of  interest  plus  1/4%.
Borrowings  under the financing  agreement mature on March 31, 2006. The Company
borrowed $ 2,699,699  under this new credit  facility in order to liquidate  its
previous  bank debt.  The remaining  portion of the new  financing  agreement is
available  to the  Company  for working  capital  requirements.  This new credit
facility provided the Company with an additional $ 700,000 of unused liquidity.









                                       7
<PAGE>

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

Results of Operations
---------------------

Quarter ended March 31, 2005 vs 2004:
-------------------------------------
Sales  decreased by $ 113,538  (1.7%) in 2005.  This  decrease was primarily the
result of a $89,000  (2.9%)  decrease in retail jewelry sales, a $ 89,000 (5.1%)
increase in wholesale jewelry sales and a $ 253,000 (85.5%) increase in the sale
of rare coin  products.  The  increase  in rare coin  sales  were the  result of
increased  concentration  in the local markets  through  increased  advertising.
Bullion  sales  decreased  $ 404,000  (16.9%) due to reduced  volatility  in the
bullion  market.  Pawn  service  fees  increased  by  $32,268  in 2005 due to an
increase  in  pawn  loans  outstanding  during  the  year.  Cost of  goods  as a
percentage  of sales was stable during the periods at 80.1% in 2005 and 80.8% in
2004,

Selling,  general and  administrative  expenses  increased by $149,902 or 16.5%.
This increase was primarily due to an increase in staff and payroll related cost
($104,000),  higher  advertising  cost ($21,000) and $ 24,456 in cost related to
the new pay day loan stores.  The increase in staff was  necessary to maintain a
high level of customer  service as sales  increase  and the opening of three pay
day loan stores.  The increase in advertising  was necessary in order to attract
new customers in our local markets.  Depreciation and amortization  increased by
$7,000 during 2005 due to capital assets acquired for the pay day loan stores.

Historically,  changes  in the  market  prices  of  precious  metals  have had a
significant  impact  on both  revenues  and cost of  sales in the rare  coin and
precious metals segments in which the Company operates.  It is expected that due
to the  commodity  nature of these  products,  future price changes for precious
metals will  continue to be indicative  of the  Company's  performance  in these
business  segments.  Changes  in  sales  and cost of  sales  in the  retail  and
wholesale  jewelry  segments are primarily  influenced by the national  economic
environment.  It is expected  that this trend will continue in the future due to
the nature of these product.

Income taxes are provided at the corporate rate of 34% for both 2005 and 2004.

Loss from  discontinued  operations during 2004 in the amount of $ 31,995 net of
income taxes is the operating results of Silverman  Consultants,  Inc. which was
sold during 2004.

Liquidity and Capital Resources
-------------------------------

The Company's  short-term debt,  including current  maturities of long-term debt
totaled $ 624,265  as of  December  31,  2004.  During  March  2005 the  Company
re-financed its outstanding bank debt. This new credit facility in the amount of
$3,500,000 extended the maturity of its bank debt to March 31, 2006 and provided
the Company with an additional $700,000 of unused liquidity.

Management of the Company  expects capital  expenditures to total  approximately
$100,000  during  the  next  twelve  months.   It  is  anticipated   that  these
expenditures will be funded from working capital and its new credit facility. As
of June 30, 2004 there were no commitments outstanding for capital expenditures.
The Company incurred $ 105,215 of prepaid  construction  costs in the six months
ended June 30, 2005 related to its new facility in Charleston, South Carolina.

In the event of significant growth in retail and or wholesale jewelry sales, the
demand for additional working capital will expand due to a related need to stock
additional  jewelry  inventory and increases in wholesale  accounts  receivable.
Historically, vendors have offered the Company extended payment terms to finance
the need for jewelry  inventory  growth and  management of the Company  believes
that they will  continue to do so in the  future.  Any  significant  increase in
wholesale  accounts  receivable will be financed under the Company's bank credit
facility.

The ability of the Company to finance its operations  and working  capital needs
are dependent upon management's ability to negotiate extended terms or refinance
its debt. The Company has historically renewed,  extended or replaced short-term
debt as it matures and  management  believes that it will be able to continue to
do so in the near future.

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,
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
unforeseen working capital requirements


                                       8
<PAGE>
<TABLE>
<CAPTION>

Contractual Cash Obligations                                        Payments due by year end
----------------------------                     --------------------------------------------------------------
                                       Total        2005         2006         2007         2008         2009      Thereafter
                                    ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                                 <C>          <C>          <C>          <C>          <C>          <C>          <C>
Notes payable                       $2,566,758   $  266,758   $2,300,000         --           --           --           --
Long-term debt and capital leases    1,209,758      120,667      183,281   $  143,936   $  147,262   $  369,728   $  244,884
Federal income taxes                   148,773      148,773         --           --           --           --           --
Operating  leases                      558,649      170,591      118,447      108,018       88,394       73,199         --
                                    ----------   ----------   ----------   ----------   ----------   ----------   ----------

                                    $4,483,938   $  706,789   $2,601,728   $  251,954   $  235,656   $  442,927   $  244,884
                                    ==========   ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>


In addition,  the Company  estimates that it will pay approximately $ 275,000 in
interest during the next twelve months.

This  report  contains  forward-looking  statements  which  reflect  the view of
Company's management with respect to future events. Although management believes
that  the  expectations   reflected  in  such  forward-looking   statements  are
reasonable,  it can give no assurance that such  expectations will prove to have
been  correct.  Important  factors  that could  cause  actual  results to differ
materially from such  expectations  are a down turn in the current strong retail
climate and the  potential  for  fluctuations  in precious  metals  prices.  The
forward-looking  statements  contained  herein  reflect the current views of the
Company's  management  and the  Company  assumes  no  obligation  to update  the
forward-looking  statements or to update the reasons actual results could differ
from those contemplated by such forward-looking statements.


ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

The following  discussion about the Company's  market risk disclosures  involves
forward-looking  statements.  Actual results could differ  materially from those
projected in the  forward-looking  statements.  The Company is exposed to market
risk related to changes in interest  rates and gold values.  The Company also is
exposed to regulatory risk in relation to its payday loans. The Company does not
use derivative financial instruments.

The Company's earnings and financial position may be affected by changes in gold
values and the resulting  impact on pawn lending and jewelry sales. The proceeds
of scrap sales and the Company's  ability to liquidate excess jewelry  inventory
at an  acceptable  margin  are  dependent  upon gold  values.  The impact on the
Company's  financial position and results of operations of a hypothetical change
in gold values cannot be reasonably estimated.

ITEM 4. Controls and Procedures.

Controls and Procedures Under the supervision and with the  participation of the
Company's management,  including its Chief Executive Officer and Chief Financial
Officer,  the Company has evaluated the effectiveness of its disclosure controls
and  procedures,  as of the end of the period  covered by this report.  Based on
that evaluation,  the Chief Executive  Officer and Chief Financial  Officer have
concluded  that these  disclosure  controls  and  procedures  are  effective  in
enabling  the  Company  to record,  process,  summarize  and report  information
required to be included in its  periodic SEC filings  within the  required  time
period.  There  has  been no  change  in the  Company's  internal  control  over
financial  reporting  that  occurred  during the  Company's  most recent  fiscal
quarter that has  materially  affected,  or is  reasonably  likely to materially
affect, the Company's internal control over financial reporting.

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

ITEM 6.  Exhibits

         31.1     Certificate  of L.S.  Smith  pursuant  to Section  3026 of the
                  Sarbanes-Oxley Act of 2002, Chief Executive Officer.

         31.2     Certificate  of John  Benson  pursuant  to Section  302 of the
                  Sarbanes-Oxley Act of 2002, Chief Financial Officer .

         32.1     Certificate  of L.S.  Smith  pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002, Chief Executive Officer.

         32.2     Certificate  of John  Benson  pursuant  to Section  906 of the
                  Sarbanes-Oxley Act of 2002, Chief Financial Officer.


                                       9
<PAGE>

                                   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 thereunto duly authorized.



DGSE Companies, Inc.

By: /s/ L. S. Smith                    Dated: November 16, 2005
   -------------------------
   L. S. Smith
   Chairman of the Board,
   Chief Executive Officer and
   Secretary



By: /s/ W. H. Oyster                   Dated: November 16, 2005
   -------------------------
   W. H. Oyster
   Director, President and
   Chief Operating Officer


By: /s/ John Benson                    Dated: November 16, 2005
   -------------------------
   John Benson
   Chief Financial Officer
   (Principal Accounting Officer)