SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(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, 2004
                               ----------------------------------

( )      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.
                         (Name of small business issuer)


        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)

(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 October  26, 2004
----------------------------                ------------------------------------
Common Stock, $.01 per value                             4,913,290






<PAGE>
<TABLE>
<CAPTION>

PART I.   FINANCIAL INFORMATION
          Item 1. Financial Statements

DGSE Companies, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS
                                                             (Unaudited)

ASSETS                                                      September 30,     December 31,
                                                                2004             2003
                                                            -------------    -------------
<S>                                                         <C>              <C>
CURRENT ASSETS
    Cash and cash equivalents                               $     244,913    $     735,293
    Trade receivables                                             796,019          774,586
    Other receivables                                                --            204,430
    Inventories                                                 7,074,398        6,673,865
    Prepaid expenses                                              200,379          149,277
                                                            -------------    -------------

           Total current assets                                 8,315,709        8,537,451

MARKETABLE SECURITIES - AVAILABLE FOR SALE                        140,002          243,446

PROPERTY AND EQUIPMENT - AT COST, NET                             977,577          989,966

DEFERRED INCOME TAX BENEFIT                                        12,428             --

GOODWILL                                                          837,117        1,151,120

OTHER ASSETS                                                      299,297          149,546
                                                            -------------    -------------

                                                            $  10,582,130    $  11,071,529
                                                            =============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Notes payable                                           $   2,591,758    $     541,546
    Current maturities of long-term debt                          190,845          197,315
    Accounts payable - trade                                      317,745          859,269
    Accrued expenses                                              130,408          705,756
    Customer deposits                                             110,624          150,088
    Federal income taxes payable                                  412,672          512,991

           Total current liabilities                            3,754,052        2,966,965

Long-term debt, less current maturities                         1,137,796        2,719,482
Deferred income taxes                                                --             22,743
                                                            -------------    -------------

           Total liabilities                                    4,891,848        5,709,190
SHAREHOLDERS' EQUITY
    Common stock, $.01 par value; authorized 10,000,000
       shares; issued and outstanding 4,913,290 shares at
       eptember 30, 2004 and December 31, 2003                     49,133           49,133
    Additional paid-in capital                                  5,708,760        5,708,760
    Accumulated other comprehensive (loss)                        (68,273)            --
    Retained earnings (deficit)                                       662         (395,554)
                                                            -------------    -------------
           Total shareholders' equity                           5,690,282        5,362,339

                                                            $  10,582,130    $  11,071,529
                                                            =============    =============
</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 September 30,
(Unaudited)


                                                            2004           2003
                                                         -----------    -----------
<S>                                                      <C>            <C>
Revenue
    Sales                                                $ 6,239,150    $ 5,449,372
    Pawn services charges                                     68,463         46,846
                                                         -----------    -----------
                                                           6,307,613      5,496,218
Costs and expenses
    Cost of goods sold                                     4,973,392      4,285,006
    Selling, general and administrative expenses             987,094        884,931
    Depreciation and amortization                             35,031         21,390
                                                         -----------    -----------
                                                           5,995,517      5,191,327

Operating income                                             312,096        304,891
                                                         -----------    -----------


Other income (expense)
   Gain on sale of assets                                     39,098           --
   Interest expense                                          (73,005)       (73,005)
                                                         -----------    -----------
           Total other income (expense)                      (33,907)       (73,005)

           Income before income taxes                        278,189        231,886

Income tax expense                                            94,584         78,841
                                                         -----------    -----------

           Net income from continuing operations             183,605        153,045

Loss from discontinued operations, net of income taxes       (73,864)       (58,239)
                                                         -----------    -----------

           Net income                                    $   109,741    $    94,806
                                                         ===========    ===========


Earnings per common share
     Basic and diluted
          From continuing operations                     $       .04    $       .03
          From discontinued operations                          (.02)          (.01)
                                                         -----------    -----------
                                                         $       .02    $       .02
                                                         ===========    ===========

     Weighted average number of common shares:
            Basic                                          4,913,290      4,913,290
     Diluted                                               5,155,141      4,913,290
</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 OPERATIONS
Nine  months ended September 30,
(Unaudited)



                                                             2004            2003
                                                         ------------    ------------
<S>                                                      <C>             <C>
Revenue
    Sales                                                $ 19,160,794    $ 16,221,338
    Pawn services charges                                     163,177         130,358
                                                         ------------    ------------
                                                           19,323,971      16,351,696

Costs and expenses
    Cost of goods sold                                     15,414,425      13,029,294
    Selling, general and administrative expenses            2,792,576       2,623,105
    Depreciation and amortization                             107,428         106,488
                                                         ------------    ------------
                                                           18,314,429      15,758,887
                                                         ------------    ------------

Operating income                                            1,009,542         592,809
                                                         ------------    ------------


Other income (expense)
   Gain on sale of assets                                      39,098            --
   Interest expense                                          (218,063)       (214,040)
                                                         ------------    ------------
           Total other income (expense)                      (178,965)       (214,040)

           Income before income taxes                         830,577         378,769

Income tax expense                                            282,396         128,781
                                                         ------------    ------------

           Net income from continuing operations              548,181         249,988

Loss from discontinued operations, net of income taxes       (151,965)       (117,042)
                                                         ------------    ------------

                     Net income                          $    396,216    $    132,946
                                                         ============    ============
Earnings per common share
     Basic and diluted

         From continuing operations                      $        .11    $        .05
         From discontinued operations                            (.03)           (.02)
                                                         ------------    ------------
                                                         $        .08    $        .03
                                                         ============    ============


     Weighted average number of common shares:
         Basic                                              4,913,290       4,913,290
         Diluted                                            5,159,458       4,913,290
</TABLE>



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

                                        4

<PAGE>
<TABLE>
<CAPTION>

DGSE COMPANIES, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine  months ended September 30,
(Unaudited)

                                                                      2004           2003
                                                                  -----------    -----------
<S>                                                               <C>            <C>
Cash Flows From Operations
Reconciliation of net loss to net cash
    used in  operating activities
        Net income (loss)                                         $   396,216    $   132,946
        Depreciation and amortization                                 107,428        128,178
        Gain on sale of assets                                        (32,529)          --
        Deferred taxes                                                   --          156,495
        Other                                                           8,704         (8,013)
        (Increase) decrease in operating assets and liabilities
            Trade receivables                                         221,074        187,552
            Inventories                                              (400,533)      (731,923)
            Prepaid expenses and other current assets                 (51,102)       (91,764)
            Accounts payable and accrued expenses                  (1,116,872)      (537,741)
            Change in customer deposits                               (39,464)       128,079
            Federal income taxes payable                             (100,319)      (258,274)
                                                                  -----------    -----------
               Total net cash used in operating activities         (1,007,397)      (894,465)

Cash flows from investing activities
            Purchase of property and equipment                        (95,039)       (16,583)
            Proceeds from sale of assets                              150,000           --
                                                                  -----------    -----------

               Net cash (used) provided by investing activities        54,961        (16,583)

Cash flows from financing activities
            Proceeds from notes issued                              1,068,660        759,054
            Payments on notes payable                                (606,604)      (302,282)
                                                                  -----------    -----------
Net cash provided by financing activities                             462,056        456,772
                                                                  -----------    -----------

Net decrease in cash and cash equivalents                            (490,380)      (454,276)

Cash and cash equivalents at beginning of year                        735,293        498,408
                                                                  -----------    -----------

Cash and cash equivalents at end of period                        $   244,913    $    44,132
                                                                  ===========    ===========
</TABLE>

Supplemental disclosures:

Interest paid for the nine months ended September 30, 2004 and 2003 was $218,063
and $ 214,040, respectively.
Income  taxes paid for the nine months  ended  September  30, 2004 and 2003 were
$304,430 and $174,683, respectively.
In July  2004  the  Company  sold  the  goodwill  and  trade  name of  Silverman
Consultants,  Inc. for $ 150,000 in cash and a note with a discounted value of $
197,162.

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

                                        5
<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.,  Silverman  Consultants,  Inc. and Charleston Gold and
Diamond Exchange, 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 nine months ended  September 30, 2004,
are not necessarily  indicative of the results that may be expected for the year
ended  December 31, 2004.  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,  2003.   Certain
reclassifications   were  made  to  the  prior  year's  consolidated   financial
statements to conform to the current year presentation.


(2)  - Earnings per share

No schedule  provided for the periods ended  September 30, 2004 and 2003 because
the effect on earnings per share is not dilutive.


(3)  - Business segment information

The  Company's  operations  by  business  segment  for the  three  months  ended
September 30, were as follows:

                                    Discontinued      Corporate
                       Jewelry       Operations       & Other       Consolidated
                     ------------   ------------    ------------    ------------

Revenues
   2004              $  6,307,613           --              --      $  6,307,613
   2003              $  5,496,218           --              --      $  5,496,218

Net income (loss)
   2004              $    179,594   $    (73,864)   $      4,011    $    109,741
   2003              $    159,799   $    (58,239)   $     (6,754)   $     94,806

Identifiable assets
   2004              $ 10,172,811   $     10,932        $398 387    $ 10,582,130
   2003              $  9,858,205   $    422,910    $    230,730    $ 10,511,845

Capital expenditures
   2004              $     26,392   $       --      $       --      $     26,392
   2003              $      6,483   $       --      $       --      $      6,483
Depreciation and
amortization
   2004              $     33,156   $       --      $      1,875    $     35,031
   2003              $     21,390   $       --      $       --      $     21,390







                                        6

<PAGE>

The Company's operations by business segment for the nine months ended September
30, were as follows:

                                    Discontinued      Corporate
                       Jewelry       Operations       & Other       Consolidated
                     ------------   ------------    ------------    ------------
Revenues
   2004              $ 19,323,971   $       --      $       --      $ 19,323,971
   2003              $ 16,351,696   $       --      $       --      $ 16,351,696

Net income (loss)
   2004              $    586,673   $   (151,965)   $    (38,492)   $    396,216
   2003              $    264,254   $   (117,042)   $    (14,266)   $    132,946

Identifiable assets
   2004              $ 10,172,811   $     10,932        $398 387    $ 10,582,130
   2003              $  9,858,205   $    422,910    $    230,730    $ 10,511,845

Capital expenditures
   2004              $     95,039   $       --      $       --      $     95,039
   2003              $     16,583   $       --      $       --      $     16,583
Depreciation and
amortization
   2004              $    101,803   $       --      $      5,625    $    107,428
   2003              $    106,488   $       --      $       --      $    106,488




(4) Other Comprehensive income:

Other comprehensive income is as follows:

<TABLE>
<CAPTION>

                                                                  Tax
                                                Before Tax     (Expense)      Net-of-Tax
                                                  Amount        Benefit        Amount
                                               -----------------------------------------
<S>                                            <C>            <C>            <C>
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
Unrealized holding losses during the
   Three months ended June 30, 2004                (86,020)        29,247        (56,773)
                                               -----------    -----------    -----------
Other comprehensive income at
   June 30, 2004                                    20,353         (6,920)        13,433
Unrealized holding losses during the
   Three months ended September 30, 2004          (123,796)        42,090        (81,706)
                                               -----------    -----------    -----------
Other comprehensive loss at
   September 30, 2004                          $  (103,443)   $    35,170    $   (68,273)
                                               ===========    ===========    ===========


                                        7

<PAGE>



 Other comprehensive income loss at
   December 31, 2002                           $(1,728,130)   $   593,180    $(1,134,950)
Unrealized holding gains arising during the
    Three months ended March 31, 2003               75,278        (25,594)        49,684
                                               -----------    -----------    -----------
Other comprehensive income (loss) at
   March 31, 2003                               (1,652,852)       567,586     (1,085,266)
Unrealized holding losses arising during the
   Three months ended June 30, 2003                (46,260)        15,728        (30,532)
                                               -----------    -----------    -----------
Other comprehensive income (loss) at
   June 30, 2003                               $(1,699,112)   $   583,314    $(1,115,798)
Unrealized holding (loss) arising during the
   Three months ended September 30, 2003           (15,970)         5,430        (10,540)
                                               -----------    -----------    -----------
Other comprehensive income (loss) at
  September 30, 2003                           $(1,715,082)   $   588,744    $(1,126,338)
                                               ===========    ===========    ===========


</TABLE>



(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.

                                                            Nine Months Ended
                                                              September 30,
                                                       -------------------------
                                                           2004          2003
                                                       -----------   -----------
Net income(loss) as reported                           $   396,216   $   132,946
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                                     $   396,216   $   132,946
                                                       ===========   ===========


Earnings per share:
     Basic - as reported                                      $.08          $.03
     Basic - pro forma                                        $.08          $.03
     Diluted - as reported                                    $.08          $.03
     Diluted pro forma                                        $.08          $.03

The fair value of these  options  was  estimated  at the date of grant using the
Black-Scholes   option-pricing   model  with  the  following   weighted  average
assumptions  used for grants  after  1998,  expected  volatility  of 70% to 96%,
risk-free  rate of 3.9% to 6.6%,  no dividend  yield and expected life of 5 to 8
years.








                                        8

<PAGE>

Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
---------------------

Quarter ended September 30, 2004 vs 2003:
-----------------------------------------

Sales  for the third  quarter  of 2004  increased  by $  789,778  or 14.5%  when
compared  to the  corresponding  quarter  of 2003.  This was the  result  of a $
209,447  increase in jewelry sales and a $ 580,331  increase in precious  metals
sales.  These  changes  were  due to a  nation-wide  improvement  in the  retail
environment and price  increases in precious metal  products.  Pawn service fees
increased  by 46.1% due to an increase in loan volume.  Cost of sales  increased
primarily due to the increase in sales.  Gross margins  decreased  from 21.4% in
2003 to 20.32% in 2004 due to the increase in sales of precious metal  products.
Selling, general and administrative expenses increased $ 102,163 or 11.5% during
the 2004 quarter due primarily to higher payroll and related cost.

Income taxes are provided at the corporate rate of 34% for both 2004 and 2003

Loss from discontinued operations during 2004 and 2003 in the amount of $ 73,864
and $ 58,239 net of income taxes is the combined  results of three  subsidiaries
of the Company,  DLS Financial  Services,  Inc.,  eye media,  inc. and Silverman
Consultants, Inc. The operations of these companies have been discontinued.


Nine months ended September 30, 2004 vs 2003:
---------------------------------------------

Sales for the nine months ended  September 30, 2004  increased by $ 2,939,456 or
18.1% when compared to the corresponding  period of 2003. This was the result of
a $ 1,573,869  increase in jewelry sales and a $ 1,365,587  increase in precious
metals sales. These changes were due to a nation-wide  improvement in the retail
environment and price increases in precious metal  products..  Pawn service fees
increased  by 25.2% due to an increase in loan volume.  Cost of sales  increased
primarily  due to the  increase  in  sales.  Gross  margins  were  19.7% in 2003
compared  to  19.6%  in  2004.  Selling,  general  and  administrative  expenses
increased $ 169,471 or 6.5% for the first nine months of 2004 due  primarily  to
higher payroll and related costs.

Income taxes are provided at the corporate rate of 34% for both 2004 and 2003

Loss  from  discontinued  operations  during  2004 and 2003 in the  amount  of $
151,965  and $ 117,042  net of income  taxes is the  combined  results  of three
subsidiaries of the Company,  DLS Financial Services,  Inc., eye media, inc. and
Silverman  Consultants,  Inc.  The  operations  of  these  companies  have  been
discontinued.

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

The Company's  short-term debt totaled  $2,782,603 as of September 30, 2004. 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
short-term  debt.  The Company has  historically  renewed,  extended or replaced
short-term debt as it matures and management believes that it will be able to do
so in the future as short-term debt matures.

Management of the Company  expects capital  expenditures to total  approximately
$50,000  during the balance of 2004. It is anticipated  that these  expenditures
will be funded from working capital.

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 working
capital requirements.


                                        9

<PAGE>
<TABLE>
<CAPTION>


Contractual Cash Obligations                                        Payments due by year end
----------------------------                     ---------------------------------------------------------------------------
                                       Total        2004         2005         2006         2007         2008      Thereafter
                                    ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                                 <C>          <C>          <C>          <C>          <C>          <C>          <C>
Notes payable                       $2,591,758   $  266,758   $2,325,000         --           --           --           --
Long-term debt and capital leases    1,328,641       47,711   $  544,138   $  137,906   $  135,330   $  135,606   $  327,950
Federal income taxes                   412,672      412,672         --           --           --           --           --
Operating leases                       236,980       58,523      148,205       18,886       11,366         --           --
                                    ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                    $4,570,051   $  785,664   $3,017,343   $  156,792   $  146,696   $  135,606   $  327,950
                                    ==========   ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

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. Controls and Procedures

Under the supervision and with the  participation  of our management,  including
our  principal  executive  officer  and  principal  financial  officer,  we have
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls  and  procedures  within 90 days of the filing  date of this  quarterly
report,  and, based on their  evaluation,  our principal  executive  officer and
principal  financial  officer have  concluded that these controls and procedures
are  effective.  There are no  significant  changes in our internal  controls or
other factors that could  significantly  affect these controls subsequent to the
date of their  evaluation.  Disclosure  controls and procedures are our controls
and other procedures that are designed to ensure that information required to be
disclosed  by us in the reports that we file or submit under the Exchange Act is
recorded,  processed,  summarized and reported, within the time period specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation,  controls and procedures designed to
ensure that  information  required to be  disclosed by us in the reports that we
file under the Exchange Act is accumulated  and  communicated to our management,
including our principal  executive officer and principal  financial officer,  as
appropriate to allow timely decisions regarding required disclosure.

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

Item 6.  Exhibits and Reports on  Form 8-K.
Exhibits:

31.1     Certificate of L.S. Smith pursuant to Section 302 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 .

32.2     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.

                                       10

<PAGE>

         Reports  on Form 8-K:  Form 8-K dated July 30,  2004 - Item  reported -
         Acquisition or Disposition of Assets
         Form 8-K dated  October 14, 2004 - Item  reported  Change in Certifying
         Accountants
         Form  8-K/A-1  dated  October  22.  2004  -  Item  reported  Change  in
         Certifying Accountants
         Form  8-K/A-2  dated  November  1,  2004  -  Item  reported  Change  in
         Certifying Accountants




                                   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.

DGSE Companies, Inc.

By: /s/ L. S. Smith                    Dated: November 12, 2004
   -------------------------
   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 12, 2004
   -------------------------
   L. S. Smith
   Chairman of the Board,
   Chief Executive Officer and
   Secretary


By: /s/ W. H. Oyster                   Dated: November 12, 2004
   -------------------------
   W. H. Oyster
   Director, President and
   Chief Operating Officer


By: /s/ John Benson                    Dated: November 12, 2004
   -------------------------
   John Benson
   Chief Financial Officer
   (Principal Accounting Officer)


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