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   June 30, 1997
                               -----------------------

(  ) 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             (I.R.S. Employer Identification No.)
of 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 July 10, 1997
----------------------------               -----------------------------
Common Stock, $.01 per value                       4,366,544





<PAGE>


PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>

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

<S>                                                                             <C>      <C>     


                                                                            June 30,     December 31,
                     ASSETS                                                   1997           1996
                                                                         -----------     ------------
Current assets:
  Cash                                                                   $    474,127    $    949,586
  Marketable securities - trading                                           2,098,829       1,913,656
  Trade receivables                                                           113,234         147,503
  Inventory                                                                 1,245,061       1,111,485
  Prepaid expenses                                                             25,921          31,637
                                                                         ------------    ------------
   Total current assets                                                     3,957,172       4,143,154

Investments in marketable securities                                          401,415
Property and equipment                                                      1,104,971       1,123,948
Other assets                                                                   37,327          31,637
  Total assets                                                           $  5,500,885    $  5,298,739
                                                                         ============    ============
                           LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Notes payable                                                          $    516,677    $    548,012
  Deferred income taxes                                                        98,802
  Accounts payable                                                            252,257         498,181
  Accrued expenses                                                            130,415         256,645
  Customer deposits                                                            65,517          57,770
  Current maturities of long-term
    debt and lease obligations                                                 47,667          45,864
                                                                         ------------    ------------
    Total current liabilities                                               1,111,335       1,406,472
Long-term debt and capital lease
    obligations, less current
    maturities                                                              1,745,103       1,766,342

Deferred income taxes                                                          81,889

Shareholders' equity:
  Common stock, $.01 par  value; 
  authorized 10,000,000 shares;
  issued and outstanding 4,366,544
  shares at June 30, 1997 and
  4,618,193 at December 31, 1996                                               43,665          46,182
  Additional paid-in capital                                                3,898,322       4,126,451
  Accumulated deficit                                                      (1,538,389)     (2,046,708)
  Unrealized gain on available for
   sale securities, net of income
   taxes of $ 81,889                                                          158,960
                                                                         ------------ 
       Total shareholders' equity                                           2,562,558       2,125,925
                                                                         ------------    ------------   
   Total liabilities and shareholders'                                
    equity                                                               $  5,500,885    $  5,298,739
                                                                         ============    ============
</TABLE>

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<PAGE>




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


                                               Three Months Ended
                                                    June 30,
                                                1997         1996
                                           -------------------------
Revenues:
  Sales                                    $ 2,383,770   $ 2,858,906
  Pawn service fees                              6,930        12,680
  Travel agency income                          33,405       352,076
  Consulting service income
  Interest income                                5,946
  Realized gain on marketable securities        63,486       231,058
  Unrealized gain on trading securities        447,543       (18,403)
  0ther income                                  27,002        24,048
                                           -----------   -----------
                                                              

                                             2,968,082     3,460,365

Costs and expenses:
  Cost of sales (exclusive of
   items shown separately below)             2,012,639     2,462,744
  Travel agency costs                           32,449       342,411
  Consulting service costs                      93,934        23,333
  General and administrative
   expenses                                    414,944       419,761
  Depreciation and amortization                 16,752        20,751
  Interest expense                              57,750        40,425
                                           -----------   -----------

    Total costs and expenses                 2,628,468     3,309,425
                                           -----------   -----------

    Income before income taxes                 339,614       150,940

  Deferred income tax expense                   98,802
                                           -----------   -----------
   Net income                              $   240,812   $   150,940
                                           ===========   ===========

Income per share of common stock           $       .06   $       .03
                                           ===========   ===========







                                        3

<PAGE>





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


                                                Six Months Ended
                                                   June 30,
                                                1997          1996
                                           -------------------------
Revenues:
  Sales                                    $ 5,125,619   $ 5,515,901
  Pawn service fees                             14,340        22,800
  Travel agency income                          64,338       696,014
  Consulting service income                    170,566
  Interest income                               11,392
  Realized gain on marketable securities       432,223       232,699
  Unrealized gain on trading securities        319,188       (18,403)
  Other income                                  52,767        49,022
                                           -----------   -----------

                                             6,190,433     6,498,033

Costs and expenses:
  Cost of sales (exclusive of
   items shown separately below)             4,370,742     4,744,429
  Travel agency costs                           63,536       675,155
  Consulting service costs                     119,616        38,828
  General and administrative
   expenses                                    867,392       825,730
  Depreciation and amortization                 48,176        41,102
  Interest expense                             113,850        80,875
                                           -----------   -----------

    Total costs and expenses                 5,583,312     6,406,119
                                           -----------   -----------

       Income before income taxes              607,121        91,914
                                           
  Deferred income tax expense                   98,802
                                           -----------   -----------
       Net income                          $   508,319   $    91,914
                                           ===========   ===========

Income per share of common stock           $       .12   $       .02
                                           ===========   ===========









                                        4

<PAGE>




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


                                                    Six Months Ended
                                                        June 30,
                                                    1997          1996
                                               -------------------------

Cash used for operating activities             $ (739,983)   $ (323,047)

Cash flows from investing activities:
   Purchase of property, plant and
    equipment                                     (29,199)      (54,458)
   Sale of marketable securities                  750,040       354,284
   Purchase of marketable securities             (174,901)       (9,024)
                                               ----------    ----------
   Net cash provided by (used            
     for investing activities                     545,940       289,400
                                               ----------    ----------  

Cash flows from financing activities:
   Purchase of common stock                      (230,645)      (21,753)
   Increase (decrease) in notes payable           (29,532)      207,458
   Increase (decrease) in long-term
    debt and capital lease obligations            (21,239)     (302,914)
                                               ----------    ----------   

   Net cash used for financing
    activities                                   (281,416)     (117,209)
                                               ----------    ---------- 

Decrease in cash and cash equivalents          $ (475,459)  $  (150,856)
                                               ==========   ===========

















                                        5

<PAGE>




             DALLAS GOLD AND SILVER EXCHANGE, INC. AND SUBSIDIARIES

          NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT



June 30, 1997

(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,  Dallas Global Travel, Inc.,
     DLS  Financial  Services,  Inc.  and Eye  Media,  Inc..  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 periods ended June 30, 1997,  are
     not necessarily indicative of the results that may be expected for the year
     ended December 31, 1997. 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, 1997.


















                                        6

<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Quarter ended June 30, 1997 vs 1996:

Sales decreased by $ 475,136 (16.6%) during the three months ended June 30, 1997
due to a $ 344,508  decline in bullion sales and a $ 130,628  decline in jewelry
sales.  The decline in bullion  sales was the result of a world wide  decline in
precious  metal  prices.  The  decline  in  jewelry  sales  was the  result of a
management  decision to concentrate on higher margin higher priced jewelry. As a
result,  gross  margins  increased  from  13.9% in 1996 to  15.6% in 1997.  Pawn
service fees  decreased by $ 5,750 (45.3%) during the second quarter of 1997 due
to a decline in loans outstanding during the period. Management is attempting to
increase  pawn loan  volume by  directing  additional  advertising  toward  this
activity and by  extending  larger  loans on higher  value  merchandise.  Travel
agency  income  decreased by $ 318,671 due to a management  decision to decrease
the amount of low margin  business  generated by outside sales agents.  Interest
income was the result of interest  earned on money  market  accounts  during the
quarter.  Realized gains and losses on marketable  securities were the result of
securities  sold during the  quarters.  Unrealized  gains on trading  securities
during the  quarters  were the  result of  changes  in the  market  value of the
Company's portfolio.

Cost of sales decreased by $ 450,105 (18.3%) due to the decline in sales volume.
Travel  agency  costs  decreased  by $ 309,962  (90.5%)  due to the  decrease in
income.  Consulting  service cost increased by $ 70,601 during the first quarter
of 1997 due to cost  associated  with the  acquisition  and  subsequent  sale of
Performance Nutrition,  Inc.. Interest expense increased $ 17,325 primarily as a
result of the $ 875,000 note issued in December 1996.

During the second quarter of 1997 the Company recorded  deferred income taxes of
$ 180,691 due to utilization of net operating loss carryforwards. Of this amount
$ 98,802 is shown as deferred  tax  expense  and $ 81,889 as a reduction  of the
unrealized gain on avaiiilable for sale securities.













                                        7

<PAGE>




Six months ended June 30, 1997 vs 1996:

Sales  decreased by $ 390,282  (7.1%)  during the six months ended June 30, 1997
due to a $ 290,364  decline in bullion  sales and a $ 99,918  decline in jewelry
sales.  The decline in bullion  sales was the result of a world wide  decline in
precious  metal  prices.  The  decline  in  jewelry  sales  was the  result of a
management  decision to concentrate on higher margin higher priced jewelry. As a
result,  gross  margins  increased  from  14.0% in 1996 to  14.9% in 1997.  Pawn
service fees decreased by $ 8,460 (37.1%) during the 1997 first half of 1997 due
to a decline in loans outstanding during the period. Management is attempting to
increase  pawn loan  volume by  directing  additional  advertising  toward  this
activity and by  extending  larger  loans on higher  value  merchandise.  Travel
agency  income  decreased by $ 631,626 due to a management  decision to decrease
the amount of low margin business generated by outside sales agents.  Consulting
service  income  increased  by $ 170,566  due to a fee  earned  relating  to the
recapitalization  of a new  client.  Interest  income was the result of interest
earned on money market accounts during the period.  Realized gains and losses on
marketable  securities  were the result of  securities  sold during the periods.
Unrealized  gains on trading  securities  during the periods  were the result of
changes in the market value of the Company's portfolio.

Cost of sales  decreased by $ 373,687 (7.9%) due to the decline in sales volume.
Travel  agency  costs  decreased  by $ 611,619  (90.6%)  due to the  decrease in
income.  Consulting  service cost increased by $ 80,788 during the first half of
1997  due to  cost  associated  with  the  acquisition  and  subsequent  sale of
Performance Nutrition,  Inc.. Interest expense increased $ 32,975 primarily as a
result of the $ 875,000 note issued in December 1996.

During the first half of 1997 the Company  recorded  deferred  income taxes of $
180,691 due to utilization of net operating loss carryforwards. Of this amount $
98,802 is shown as  deferred  tax  expense  and $ 81,889 as a  reduction  of the
unrealized gain on avaiiilable for sale securities.










                                        8

<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 first  half of 1997,  cash and cash
equivalents  decreased  by $  475,459  primarily  as a result  of  increases  in
inventory ($ 133,576),  a decrease in accounts  payable and accrued  expenses ($
245,924) and principal payments on long-term debt and notes payable ($ 50,771).

During  the  first  half of 1997,  the  Company  sold $  750,040  of  marketable
securities. These resources were used to purchase and retire common stock of the
Company in the amount of $ 230,645, purchase additional marketable securities in
the amount of $ 174,040 and for general corporate working capital.

Management of the Company expects capital  expenditures to total approximately $
75,000 during 1997. It is  anticipated  that these  expenditures  will be funded
from the Company's current working capital position.

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









                                        9

<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: July 15, 1997
         -------------------------
         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: July 15, 1997
         -------------------------
         L. S. Smith
         Chairman of the Board,
         Chief Executive Officer and
         Secretary


By:      /s/ W. H. Oyster                                   Dated: July 15, 1997
         -------------------------
         W. H. Oyster
         Director, President and
         Chief Operating Officer


By:      /s/ John Benson                                    Dated: July 15, 1997
         -------------------------
         John Benson
         Chief Financial Officer
         (Principal Accounting Officer)









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