SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSB/A

(Mark One)

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

For the quarterly period ended    September 30, 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 October 15, 1997
-----------------------------                    -------------------------------

Common Stock, $.01 per value                                4,337,627





<PAGE>




PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>

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


<S>                                                                             <C>         

                                                                  September 30,  December 31,
                     ASSETS                                           1997           1996
                                                                  ------------   -----------
Current assets:
  Cash                                                            $   461,960    $   949,586
  Marketable securities - trading                                   2,235,452      1,913,656
  Trade receivables                                                   183,709        147,503
  Inventory                                                         1,187,350      1,111,485
  Prepaid expenses                                                     18,423         31,637
                                                                  -----------    -----------
   Total current assets                                             4,086,894      4,143,154

Investments in marketable securities                                  429,915
Property and equipment                                              1,108,285      1,123,948
Other assets                                                           37,326         31,637
                                                                  -----------    -----------
  Total assets                                                    $ 5,662,420    $ 5,298,739
                                                                  ===========    ===========
                           LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Notes payable                                                   $   493,888    $   548,012
  Deferred income taxes                                               200,378
  Accounts payable                                                    170,909        498,181
  Accrued expenses                                                    145,487        256,645
  Customer deposits                                                    61,887         57,770
  Current maturities of long-term
    debt and lease obligations                                         48,191         45,864
                                                                  -----------    -----------
    Total current liabilities                                       1,120,740      1,406,472
Long-term debt and capital lease
    obligations, less current
    maturities                                                      1,733,044      1,766,342

Deferred Income Taxes                                                  81,889

Shareholders' equity:
  Common stock, $.01 par value,
   authorized 10,000,000 shares;
   issued and outstanding 4,348,127
   shares at September 30, 1997 and
   4,618,193 at December 31, 1996                                      43,481         46,182
  Additional paid-in capital                                        3,865,517      4,126,451
  Accumulated deficit                                              (1,341,211)    (2,046,708)
  Unrealized gain on available for sale
   securities, net of income taxes
   of $ 81,889                                                        158,960
                                                                  -----------    -----------
    Total shareholders' equity                                      2,726,747      2,125,925
   Total liabilities and shareholders'                            -----------    -----------
    equity                                                        $ 5,662,420    $ 5,298,739
                                                                  ===========    ===========

</TABLE>

                                        2

<PAGE>




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


                                                   Three Months Ended
                                                      September 30,
                                                    1997         1996
                                                 -----------------------
Revenues:
  Sales                                          $2,916,869   $2,436,379
  Pawn service fees                                   7,455       11,550
  Travel agency income                               17,680      245,871
  Consulting service income                          28,500       25,000
  Interest income                                     5,932           89
  Realized gain on marketable securities            103,101      226,820
  Unrealized gain on trading securities             171,474       75,916
 Other income                                        26,651       24,026
                                                 ----------   ----------

                                                  3,277,662    3,045,651

Costs and expenses:
  Cost of sales (exclusive of
   items shown separately below)                  2,455,079    2,050,548
  Travel agency costs                                16,680      235,599
  Consulting service costs                           42,867       44,590
  General and administrative
   expenses                                         383,805      357,565
  Depreciation and amortization                      23,478       18,954
  Interest expense                                   57,000       40,425
                                                 ----------   ----------

    Total costs and expenses                      2,978,909    2,747,681
                                                 ----------   ----------

       Income before income taxes                   298,753      297,970

  Deferred income tax expense                       101,576
                                                 ----------   ----------
       Net income                                $  197,177   $  297,970
                                                 ==========   ==========

Income per share of common stock                 $      .04   $      .05
                                                 ==========   ==========











                                        3

<PAGE>



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


                                               Nine Months Ended
                                                 September 30,
                                               1997         1996
                                           -----------------------
Revenues:
  Sales                                    $8,042,488   $7,952,280
  Pawn service fees                            21,795       34,350
  Travel agency income                         82,018      941,885
  Consulting service income                   199,066       25,000
  Interest income                              17,324           89
  Realized gain on marketable securities      535,567      459,519
  Unrealized gain on trading securities       490,419       57,513
  Other income                                 79,418       73,048
                                           ----------   ----------

                                            9,468,095    9,543,684

Costs and expenses:
  Cost of sales (exclusive of
   items shown separately below)            6,825,821    6,794,977
  Travel agency costs                          80,216      910,754
  Consulting service costs                    162,483       83,418
  General and administrative
   expenses                                 1,251,197    1,183,295
  Depreciation and amortization                71,654       60,056
  Interest expense                            170,850      121,300
                                           ----------   ----------

    Total costs and expenses                8,562,221    9,153,800
                                           ----------   ----------

       Income before income taxes             905,874      389,884

  Deferred income tax  expense                200,378
                                           ----------   ----------
       Net income                          $  705,496   $  389,884
                                           ==========   ==========

Income per share of common stock           $      .16   $      .07
                                           ==========   ==========











                                        4

<PAGE>




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


                                                      Nine Months Ended
                                                         September 30,
                                                       1997         1996
                                                    ----------------------

Cash used for operating activities                  $(765,783)   $(461,114)

Cash flows from investing activities:
   Purchase of property, plant and
    equipment                                         (55,991)     (60,497)
   Sale of marketable securities                      888,606      724,319
   Purchase of marketable securities                 (203,401)     (76,704)
   Net cash provided by (used
     for investing activities                         629,214      587,118
                                                    ---------    ---------

Cash flows from financing activities:
   Purchase of common stock                          (263,635)     (21,753)
   Increase (decrease) in notes payable               (54,124)     211,140
   Increase (decrease) in long-term
    debt and capital lease obligations                (33,298)    (374,141)
                                                    ---------    ---------

   Net cash used for financing
    activities                                       (351,057)    (184,754)
                                                    ---------    ---------

Decrease in cash and cash equivalents               $(487,626)   $ (58,750)
                                                    =========    =========














                                        5

<PAGE>


             DALLAS GOLD AND SILVER EXCHANGE, INC. AND SUBSIDIARIES

          NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT



September 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 September 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.



(2)  New Accounting Pronouncement:

     The FASB has issued  Statement of Financial  Accounting  Standards No. 128,
     Earnings Per Share,  which is effective  for  financial  statements  issued
     after  December  15,  1997.  Early  adoption  of the  new  standard  is not
     permitted.  The new standard  eliminates primary and fully diluted earnings
     per share and requires presentation of basic and diluted earnings per share
     together with  disclosure of how the per share amounts were  computed.  The
     adoption of this new standard is not expected to have a material  impact on
     the disclosure of earnings per share in the financial statements.










                                        6

<PAGE>





MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Quarter ended September 30, 1997 vs 1996:

Sales increased by $ 480,490 (19.7%) during the three months ended September 30,
1997 due to a $ 479,039 increase in bullion sales. The increase in bullion sales
was the result of  increased  interest  in  precious  metals  products by retail
clientele.  Management  believes that the Company's  Internet related activities
had a  significant  impact on this sector of its  business.  Pawn  service  fees
decreased by $ 4,095  (35.5%)  during the third 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 $ 228,191 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 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.

The Company's Internet related activities have continued to produce  encouraging
results.  All  categories  of this  activity  have enjoyed  increases  including
visitations,  bidders on the trading  floor and  auction,  and items sold.  As a
result,   the  Company   expects  to  complete  a  major  upgrade  of  its  site
(www.dgse.com) in the 4th quarter of 1997.

Cost of sales  increased  by $  404,531  (19.7%)  due to the  increase  in sales
volume.  Travel  agency  costs  decreased  by $ 218,919  due to the  decrease in
volume.  Interest  expense  increased  $ 16,575  primarily  as a result of the $
875,000 note issued in December 1996.

During  the third  quarter  of 1997 the  Company  recorded  deferred  income tax
expense of $ 101,576 due to utilization of net operating loss carryforwards.












                                        7

<PAGE>



Nine months ended September 30, 1997 vs 1996:

Sales  increased by $ 90,082  (1.1%)  during the nine months ended June 30, 1997
due to a $ 188,675  increase in bullion sales and a $ 98,593  decline in jewelry
sales.  The increase in bullion  sales was the result of  increased  interest in
precious  metals  products by retail  clientele.  Management  believes  that the
Company's Internet related activities had a significant impact on this sector of
its  business.  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 14.6% in 1996 to 15.1% in 1997.  Pawn service fees
decreased by $ 12,555  (36.6%)  during the 1997 period due to a decline in loans
outstanding.  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 $ 859,687 due to a
management  decision to decrease the amount of low margin business  generated by
outside sales agents.  Consulting service income increased by $ 174,066 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 on  marketable  securities  were the result of  securities  sold
during the periods.

The Company's Internet related activities have continued to produce  encouraging
results.  All  categories  of this  activity  have enjoyed  increases  including
visitations,  bidders on the trading  floor and  auction,  and items sold.  As a
result,   the  Company   expects  to  complete  a  major  upgrade  of  its  site
(www.dgse.com) in the 4th quarter of 1997.

Cost of sales increased by $ 30,844 due to the increase in sales volume.  Travel
agency  costs  decreased  by $ 830,538  (91.2%)  due to the  decrease in volume.
Consulting  service cost  increased by $ 79,065  during the first nine months of
1997  due to  cost  associated  with  the  acquisition  and  subsequent  sale of
Performance Nutrition,  Inc.. Interest expense increased $ 49,550 primarily as a
result of the $ 875,000 note issued in December 1996.

During the first nine months of 1997 the Company recorded  deferred income taxes
of $ 282,267 due to  utilization of net operating  loss  carryforwards.  Of this
amount $ 200,378 is shown as deferred tax expense and $ 81,889 as a reduction of
the unrealized gain on available for sale marketable 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 nine months of 1997,  cash and
cash  equivalents  decreased by $ 487,626  primarily as a result of increases in
inventory  ($ 75,865),  a decrease in accounts  payable and accrued  expenses ($
438,430) and principal payments on long-term debt and notes payable ($ 87,422).

During the first nine months of 1997,  the Company sold $ 888,606 of  marketable
securities. These resources were used to purchase and retire common stock of the
Company in the amount of $ 263,635, purchase additional marketable securities in
the amount of $ 203,401 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: October 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: October 15, 1997
         -------------------------
         L. S. Smith
         Chairman of the Board,
         Chief Executive Officer and
         Secretary


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


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









                                       10