UNITED STATES

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


 (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, 2006
                               ------------------------------

(   )    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 April 27, 2006
----------------------------                       -----------------------------
Common Stock, $.01 per value                                4,913,290




<PAGE>
<TABLE>
<CAPTION>

PART I.   FINANCIAL INFORMATION
          Item 1. Financial Statements

                           Consolidated Balance Sheets

                                                             (Unaudited)
ASSETS                                                        March 31,     December 31,
                                                                2006             2005
                                                            ------------    ------------
<S>                                                         <C>                <C>
CURRENT ASSETS
    Cash and cash equivalents                               $    263,022       1,042,834
    Trade receivables                                            818,602         688,810
    Inventories                                                7,811,166       7,570,120
    Prepaid expenses                                             249,029         215,560
                                                            ------------    ------------
                 Total current assets                          9,141,819       9,517,324


MARKETABLE SECURITIES - AVAILABLE FOR SALE                        69,829          65,444

PROPERTY AND EQUIPMENT - AT COST, NET                          1,084,723       1,121,662

DEFERRED INCOME TAXES                                               --               779

GOODWILL                                                         837,117         837,117

OTHER ASSETS                                                     296,792         287,790
                                                            ------------    ------------

                                                            $ 11,430,280    $ 11,830,116
                                                            ============    ============


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Notes payable                                           $    194,183         594,183
    Current maturities of long-term debt                         259,273         259,152
    Accounts payable - trade                                     558,134         789,724
    Accrued expenses                                             175,617         580,823
    Customer deposits                                            283,262         206,320
    Federal income taxes payable                                  90,410          13,920
                                                            ------------    ------------
                 Total current liabilities                     1,560,879       2,444,122


Long-term debt, less current maturities                        3,646,207       3,314,886

Deferred income taxes                                                712            --
                                                            ------------    ------------
                 Total liabilities                             5,207,798       5,759,008

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)                     (124,358)       (127,252)
    Retained earnings                                            588,947         440,467
                                                            ------------    ------------
                 Total shareholders' equity                    6,222,482       6,071,108

                                                            $ 11,430,280    $ 11,830,116
                                                            ============    ============
</TABLE>



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

<PAGE>
<TABLE>
<CAPTION>

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

                                                   March 31, 2006    March 31, 2005
                                                   --------------    --------------
<S>                                                <C>               <C>
Revenue
    Sales                                          $    9,628,653    $    6,637,914
    Consumer loan service fees                             92,344            79,898
                                                   --------------    --------------
                                                        9,720,997         6,717,812

Costs and expenses
    Cost of goods sold                                  8,168,080         5,316,873
    Selling, general and administrative expenses        1,212,041         1,058,884
    Depreciation and amortization                          39,300            42,803
                                                   --------------    --------------
                                                        9,419,421         6,418,560
                                                   --------------    --------------

Operating income                                          301,576           299,252
                                                   --------------    --------------

Other income (expense)
   Interest expense                                       (76,606)          (71,124)
                                                   --------------    --------------

                 Total other income (expense)             (76,606)          (71,124)

                 Income before income taxes               224,970           228,128

Income tax expense                                         76,490            77,563
                                                   --------------    --------------

                 Net income                        $      148,480    $      150,564
                                                   ==============    ==============


Earnings per common share
     Basic and diluted                             $          .03    $          .03
                                                   ==============    ==============


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



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

<PAGE>
<TABLE>
<CAPTION>

DGSE COMPANIES, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                                                                          Three Months Ended
                                                                              March 31,
                                                                          2006           2005
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
Cash Flows From Operations
Reconciliation of net income to net cash
    used in  operating activities
        Net income                                                    $   148,480    $   150,565
        Depreciation and amortization                                      39,300         42,803
           (Increase) decrease in operating assets and liabilities:
           Trade receivables                                             (113,091)       177,381
           Inventories                                                   (241,046)      (443,729)
           Prepaid expenses and other current assets                      (33,469)       (41,503)
           Accounts payable and accrued expenses                         (636,787)      (573,933)
           Change in customer deposits                                     76,942        128,319
           Federal income taxes payable                                    76,490          2,563
           Other assets                                                    (9,002)        (9,565)
                                                                      -----------    -----------
               Total net cash used in operating activities               (692,183)      (567,099)

Cash flows from investing activities
           Pawn loans made                                               (124,500)      (184,359)
           Pawn loans repaid                                              108,699        122,699
           Recovery of pawn loan principal through
              Sale of forfeited collateral                                 21,515         64,253
           Pay day loans made                                             (58,583)       (12,970)
           Pay day loans repaid                                            40,279          5,115
           Purchase of property and equipment                              (2,361)       (17,768)
                                                                      -----------    -----------
                 Net cash used by investing activities                    (14,951)       (23,030)
Cash flows from financing activities
           Proceeds from notes issued                                     350,000        700,000
           Payments on notes payable                                     (422,678)      (297,027)
                                                                      -----------    -----------
        Net cash provided (used) by financing activities                  (72,678)       402,973
                                                                      -----------    -----------

Net decrease in cash and cash equivalents                                (779,812)      (187,156)

Cash and cash equivalents at beginning of year                          1,042,834        314,897
                                                                      -----------    -----------

Cash and cash equivalents at end of period                            $   263,022    $   127,741
                                                                      ===========    ===========
</TABLE>


Supplemental schedule of non-cash, investing and financing activities:
Interest  paid for the three  months  ended March 31, 2006 and 2005 was $ 79,940
and $ 77,563, respectively.
Income  taxes paid for the three months ended March 31, 2006 and 2005 was $0 and
$75,000, respectively.
Pawn loans  forfeited and  transferred  to inventory  amounted to $ 66,818 and $
119,808, respectively, for the three months ended March 31, 2006 and 2005.


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



<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 the opinion of management all adjustments consisting of
normal recurring accruals considered necessary for a fair presentation have been
made.

The  Company's  operating  results for the period ended March 31, 2006,  are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2006. 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, 2005. 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 $ 105,787 and $ 152,722 as of March 31,
2006 and 2005,  respectively,  are included in the  Consolidated  Balance Sheets
caption trade  receivables.  The related pawn service charges  receivable in the
amount of $ 31,075 and $ 63,511 as of March 31, 2006 and 2005, respectively, are
also included in the Consolidated Balance Sheets caption trade receivables.  Pay
day loans  receivable in the amount of $ 53,026 and $ 6,805 as of March 31, 2006
and 2005,  respectively,  are also included in the  Consolidated  Balance Sheets
caption trade receivables.


(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, 2006, and 2005 is as follows:

                                                        March 31, 2006
                                            ------------------------------------
                                                                      Per-Share
                                              Income       Shares       Amount
                                            ----------   ----------   ----------
     Basic earnings per common share
         Income from operations allocable
           to common shareholders           $  148,480   4 ,913,920   $      .03
                                                                      ==========

     Effect of dilutive securities
         Stock options                            --           --
                                            ----------   ----------

     Diluted earnings per common share
         Income from operations available
           to common shareholders plus
                assumed conversions         $  148,480   4 ,913,290   $      .03
                                            ==========   ==========   ==========



                                                           March 31, 2005
                                            ------------------------------------

                                                                      Per-Share
                                              Income       Shares       Amount
                                            ----------   ----------   ----------
     Basic earnings per common share
         Income from operations allocable
           to common shareholders           $ 150,564     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            $ 150,564     5,089,162   $      .03
                                            ==========   ==========   ==========




<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
  2006          $      3,228   $      1,121   $      3,880   $      1,334   $        158    $      9,721
  2005                 3,020            940          1,993            549            216           6,718

Net income
(loss)
  2006                    40             24             62             68            (46)            148
  2005                    86             55             11             47            (48)            151

Identifiable
Assets
  2006                 8,408          1,894            325            145            658          11,430
  2005                 7,633          1,721            134            166            738          10,392

Capital
Expenditures
  2006                     3           --             --             --                1               2
  2005                     8           --             --             --               10              18

Depreciation and
Amortization
  2006                    24           --             --             --               15              39
  2005                    28              5           --             --               10              43
</TABLE>




(4) Other Comprehensive income:

Other comprehensive income is as follows:                    Tax
                                         Before Tax    (Expense)     Net-of-Tax
                                           Amount        Benefit       Amount
                                         ----------    ----------    ----------

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

Other comprehensive loss at
   December 31, 2005                     $ (162,071)   $   34,819    $ (127,252)

Unrealized gains during the period ended
  March 31, 2006                              4,385        (1,491)        2,894
                                         ----------    ----------    ----------
   Other comprehensive loss at
   March 31, 2006                        $ (157,686)   $   33,328    $ (124,358)
                                         ==========    ==========    ==========




<PAGE>
<TABLE>
<CAPTION>

(5) Stock-based Compensation:

Prior to January 1, 2006,  we  elected  to follow  Accounting  Principles  Board
Opinion  (APB)  NO.25,  Accounting  for Stock Issued to  Employees,  and related
interpretations  to account for our  employee  and director  stock  options,  as
permitted  by  Statement  of  Financial  Accounting  Standards  (SFAS) NO.  123,
Accounting for Stock-Based  Compensation.  Effective January 1, 2006, we adopted
the fair value recognition provision of SFAS No. 123 (revised 2004), Share-Based
Payments,  (SFAS No. 123(R) for all share-based  payment awards to employees and
directors  including  employee stock options.  In addition,  we have applied the
provisions  of Staff  Accounting  Bulletin No. 107 (SAB No. 107),  issued by the
Securities and Exchange Commission, in our adoption of SFAS No. 123(R).

We adopted  SFAS No.  123(R) using the  modified-prospective-transition  method.
Under this transition method,  stock-based compensation expense recognized after
the effective date includes:  (1) compensation cost for all share-based payments
granted  prior to, but not yet vested as of January 1, 2006,  based on the grant
date fair value estimate in accordance with the original  provisions of SFAS No.
123, and (2) compensation cost for all share-based  payments granted  subsequent
to January 1, 2006,  based on the  grant-date  fair value estimate in accordance
with the  provision of SFAS No. 123.  Results  from prior  periods have not been
restated  and  do not  include  the  impact  of  SFAS  No.  123(R).  Stock-based
compensation expense under SFAS No. 123(R) for the first quarter of 2006 was $0,
relating to employee and director  stock options and our employee stock purchase
plan. Stock-based compensation expense under the provision of APB No. 25 for the
first quarter of 2005 was insignificant.

Stock-based compensation expense recognized each period is based on the value of
the portion of share-based  payment  awards that is ultimately  expected to vest
during the period.  SFAS No. 123(R) requires  forfeitures to be estimated at the
time of grant  and  revised,  if  necessary,  in  subsequent  periods  if actual
forfeitures differ from those estimates.  In our pro forma disclosures  required
under SFAS No. 123 for periods prior to 2006, we accounted  for  forfeitures  as
they occurred.

Upon  adoption of SFAS No.  123(R),  we elected to use the  Black-Scholes-Merton
option-pricing  formula  to value  share-based  payments  granted  to  employees
subsequent to January 1, 2006 and elected to attribute the value of  stock-based
compensation  to expense using the  straight-line  single option  method.  These
methods were previously used for our pro forma  information  required under SFAS
No. 123.

On November 10, 2005,  the Financial  Accounting  Standards  Board (FASB) issued
FASB Staff Position No. FAS 123(R)-3, "Transition Election Related to Accounting
for Tax Effects of Share-Based  Payment  Awards",  which detailed an alternative
transition  method for calculating  the tax effects of stock-based  compensation
pursuant  to SFAS No.  123( R ). This  alternative  transition  method  included
simplified  methods to establish the beginning balance of the additional paid-in
capital  pool (APIC pool)  related to the tax  effects of  employee  stock-based
compensation  and to  determine  the  subsequent  impact  on the  APIC  pool and
Consolidated  Statement of Cash Flows of the tax effects of employee stock-based
compensation  awards that are outstanding  upon adoption of SFAS No. 123 (R). As
all options  outstanding have vested prior to December 31, 2005, the Company has
not recorded the tax effects of employee  stock-based  compensation  and have no
APIC pool.

Prior to the adoption of SFAS No. 123( R )l tax benefits of deductions resulting
from the exercise of stock  options  were  required to be presented as operating
cash flows in the Consolidated Statement of Cash Flows. SFAS No. 123(R) requires
the cash flows resulting from the tax benefits  resulting from tax deductions in
excess of the  compensation  cost  recognized  for  those  options  (excess  tax
benefits) to be classified as financing cash flows.  As there have been no stock
options exercised,  the Company has not reported these excess tax benefits as of
March 31, 2006.


Effective  January 1,  2006,  the  Company  adopted  the fair value  recognition
provisions of SFAS No. 123( R ) for all share based payment  awards to employees
and  directors  including  employee  stock  options  granted under the Company's
employee  stock option  plan.  As all options  outstanding  have vested prior to
December 31, 2006, no stock based  compensation  expense has been recorded as of
March 31, 2006.

The following  table  presents the effect on net income and net income per share
compared  with pro forma  information  as if we had adopted SFAS No. 123 for the
first quarter of 2006: Three Months Ended March 31,

                                                                    2006          2005
                                                                -----------   -----------
<S>                                                             <C>           <C>
Net income as reported                                          $   148,480   $   150,564
Less stock-based compensation under the fair value method              --            --
                                                                -----------   -----------
Pro forma net loss                                              $   148,480   $   150,564
                                                                ===========   ===========





<PAGE>

Earnings per share:
     Basic and diluted income per common share, as reported            $.03          $.03
     Basic and diluted income per common share, including the
       Effect of stock-based compensation  expense                     $.03          $.03
</TABLE>




Item 2.

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations
----------
Results of Operations

Quarter ended March 31, 2006 vs 2005:
-------------------------------------
Sales increased by $ 2,990,739  (45.1%) in 2006. This increase was primarily the
result of a  $208,000  (6.9%)  increase  in retail  jewelry  sales,  a $ 181,000
(19.3%) increase in wholesale  jewelry sales, $ 786,000 (143.0%) increase in the
sale of rare coin  products  and a $ 1,887,000  (94.7%)  increase in the sale of
bullion  products.  The increase in both retail and wholesale jewelry sales were
due to higher gold prices and improved activity from our customers. The increase
in rare coin and bullion  sales were the result of an  increase in gold  prices,
increased  volatility in the bullion market and the company's increased focus on
these segments of our business.  Consumer loan service fees increased by $12,446
in 2006 due to an increase in pay day loans outstanding during the quarter. Cost
of goods as a percentage of sales increased to 84.8% in 2006 from 80.1% in 2005,
This  increase  was due to the  increase in rare coin and  bullion  revenue as a
percentage of total sales.

Selling,  general and  administrative  expenses  increased by $153,157 or 14.5%.
This  increase  was  primarily  due to an  increase in payroll  related  cost of
($90,000),  higher advertising cost of ($28,000) and $ 34,361 in cost related to
the new pay day loan stores.  The increase in payroll related cost was necessary
in order to maintain a high level of customer  service as sales  increase and to
focus on the most rapidly growing segments of our business.

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 2006 and 2005.


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

Management of the Company  expects capital  expenditures to total  approximately
$50,000 during the next twelve months. It is anticipated that these expenditures
will be funded from  working  capital and its credit  facility.  As of March 31,
2006 there were no commitments outstanding for capital expenditures.

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.



<PAGE>
<TABLE>
<CAPTION>

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


Contractual Cash Obligations                                               Payments due by year end
----------------------------                     ---------------------------------------------------------------------------

                                      Total         2006         2007         2008         2009         2010      Thereafter
                                    ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                                 <C>          <C>          <C>          <C>          <C>          <C>          <C>
Notes payable                       $  194,183   $  194,183         --           --           --           --           --

Long-term debt and capital leases    3,905,480      222,111    2,966,273   $  381,654   $   74,677   $   70,580   $  190,185

Federal income taxes                    90,410       90,410         --           --           --           --           --

Operating leases                       433,746      122,135      137,418      100,994       54,899       18,300         --

                                    $4,623,819   $  706,789   $2,605,728   $  251,954   $  235,656   $  442,927   $  244,884
                                    ==========   ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>


In addition,  the Company  estimates that it will pay approximately $ 306,000 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.



<PAGE>

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.













<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                    May 2, 2006
    -------------------------
    L. S. Smith
    Chairman of the Board,
    Chief Executive Officer and
    Secretary



By:  /s/ W. H. Oyster                   Dated: May 2, 2006
    -------------------------
    W. H. Oyster
    Director, President and
    Chief Operating Officer


By:  /s/ John Benson                    Dated: May 2, 2006
    -------------------------
    John Benson
    Chief Financial Officer
    (Principal Accounting Officer)