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, 2002
                               --------------------

( )      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 November 1, 2002
----------------------------                 -----------------------------------
Common Stock, $.01 per value                               4,913,790



<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,
                                                                               2002             2001
                                                                         -------------    -------------
<S>                                                                      <C>              <C>
CURRENT ASSETS
    Cash and cash equivalents                                            $      99,275    $   1,063,060
    Trade receivables                                                          608,098          646,583
    Inventories                                                              6,433,179        6,297,320
    Prepaid expenses                                                           143,779          128,213
                                                                         -------------    -------------

                 Total current assets                                        7,284,331        8,135,176

MARKETABLE SECURITIES - AVAILABLE FOR SALE                                     279,884          426,414

PROPERTY AND EQUIPMENT - AT COST, NET                                        1,198,860        1,327,822

DEFERRED TAX ASSET                                                             316,778          206,141

GOODWILL                                                                     1,151,120        1,151,120

OTHER ASSETS                                                                   163,681          153,688
                                                                         -------------    -------------

                                                                         $  10,394,654    $  11,400,361
                                                                         =============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Notes payable                                                        $   3,174,952    $   3,161,487
    Current maturities of long-term debt                                       423,173          865,685
    Accounts payable - trade                                                   483,849        1,007,311
    Accrued expenses                                                           369,035          634,874
    Customer deposits                                                          208,945           90,696
    Federal income taxes payable                                               320,681          320,681
    Deferred income taxes                                                       86,093           86,093
                                                                         -------------    -------------

                 Total current liabilities                                   5,066,728        6,166,827

LONG-TERM DEBT, less current maturities                                      1,072,184          764,102
SHAREHOLDERS' EQUITY
    Common stock, $.01 par value; authorized 10,000,000
       shares; issued and outstanding 4,913,790 shares at                       49,138           49,133
          September 30, 2002 and 4,913,290 shares at December 31, 2001
    Additional paid-in capital                                               5,709,370        5,708,301
    Accumulated other comprehensive loss                                    (1,085,135)        (987,277)
   Accumulated deficit                                                        (417,631)        (300,725)

               Total shareholders' equity                                    4,255,742        4,469,432

                                                                         $  10,394,654    $  11,400,361
                                                                         =============    =============
</TABLE>


                                        2
<PAGE>

DGSE Companies, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended September 30,
(Unaudited)



                                                         2002           2001
                                                     -----------    -----------
Revenue
    Sales                                            $ 4,715,089    $ 4,388,708
    Pawn service charges                                  37,143         27,925
                                                     -----------    -----------
                                                       4,752,232      4,416,633

Costs and expenses
    Cost of goods sold                                 3,596,429      3,264,174
    Consulting service costs                              10,417         15,050
    Selling, general and administrative expenses       1,038,975      1,068,883
    Depreciation and amortization                         53,532        102,155
                                                     -----------    -----------
                                                       4,699,353      4,450,262
Other income (expense)
   Interest expense                                      (97,839)      (106,547)
                                                     -----------    -----------
                    Total other income (expense)         (97,839)      (106,547)

                 Loss before income taxes                (44,960)      (140,176)

Income tax benefit                                       (15,287)       (43,000)
                                                     -----------    -----------


                 Net loss                            $   (29,673)   $   (97,176)
                                                     ===========    ===========


Loss per common share
     Basic and diluted                               ($      .01)   ($      .02)

     Weighted average number of common shares
     Basic                                             4,913,659      4,927,990
     Diluted                                           4,913,659      5,060,310






                                        3
<PAGE>

DGSE Companies, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine months ended September 30,
(Unaudited)



                                                        2002            2001
                                                   ------------    ------------
Revenue
    Sales                                          $ 14,587,430    $ 13,892,521
    Pawn service charges                                117,003          82,879
                                                   ------------    ------------
                                                     14,704,433      13,975,400

Costs and expenses
    Cost of goods sold                               11,258,970      10,479,596
    Consulting service costs                             38,420          37,897
    Selling, general and administrative expenses      3,133,106       3,616,388
    Depreciation and amortization                       159,693         309,622
                                                   ------------    ------------
                                                     14,590,189      14,443,503
Other income (expense)
   Interest expense                                    (291,375)       (308,037)
   Other income                                            --             2,740
                                                   ------------    ------------

                 Total other income (expense)          (291,375)       (305,297)

                 Loss before income taxes              (177,131)       (773,400)

Income tax benefit                                      (60,225)       (237,241)
                                                   ------------    ------------

                 Net loss                          $   (116,906)   $   (536,159)
                                                   ============    ============

Loss per common share
     Basic and diluted                             ($       .02)   ($       .11)

     Weighted average number of common shares
     Basic                                            4,913,659       4,925,206
     Diluted                                          4,923,437       5,098,638







                                        4
<PAGE>
<TABLE>
<CAPTION>

DGSE COMPANIES, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


                                                                          Nine Months Ended
                                                                            September 30,
                                                                         2002           2001
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Cash Flows From Operations
Reconciliation of net loss to net cash
    used in  operating activities
        Net loss                                                     $  (116,906)   $  (536,159)
        Common stock issued for services                                   1,074           --
        Depreciation and amortization                                    159,693        309,622
        Deferred taxes                                                   (60,225)      (238,244)
           (Increase) decrease in operating assets and liabilities
             Trade receivables                                            36,735        317,167
             Inventories                                                (135,859)       681,672
             Prepaid expenses and other current assets                   (15,566)       (27,623)
             Accounts payable and accrued expenses                      (789,301)    (1,764,428)
             Customer deposits                                           118,249        127,809
             Federal income taxes payable                                   --             --
             Other assets                                                 (9,983)       (38,729)
                                                                     -----------    -----------
               Total net cash used in operating activities              (812,089)    (1,168,913)

Cash flows from investing activities
             Purchase of marketable securities                              --          (14,901)
             Purchase of property and equipment                          (30,731)      (154,093)
                                                                     -----------    -----------
                 Net cash used in investing activities                   (30,731)      (168,994)

Cash flows from financing activities
             Proceeds from notes issued                                  709,054           --
             Payments on notes payable                                  (830,019)        (4,037)
                                                                     -----------    -----------
                 Net cash used in financing activities                  (120,965)        (4,037)
                                                                     -----------    -----------

Net decrease in cash and cash equivalents                               (963,785)    (1,341,944)

Cash and cash equivalents at beginning of year                         1,063,060      1,362,219
                                                                     -----------    -----------

Cash and cash equivalents at end of period                           $    99,275    $    20,275
                                                                     ===========    ===========
</TABLE>

Supplemental schedule of non-cash, investing and financing activities:

Interest  paid for the  nine  months  ended  September  30,  2002 and 2001 was $
291,375 and $ 307,997, respectively.

No income  taxes were paid during the nine months  ended  September  30, 2002 or
2001.

During the nine months ended  September 30, 2001 debt amounting to $ 130,000 was
converted into common stock.

                                        4
<PAGE>

(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,  DLS
Financial   Services,   Inc.,   National  Jewelry  Exchange,   Inc.,   Silverman
Consultants,  Inc.,  Charleston Gold And Diamond  Exchange,  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 three  month and nine  months  ended
September 30, 2002,  are not  necessarily  indicative of the results that may be
expected for the year ended December 31, 2002. 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, 2001.

(2)      New Accounting Pronouncements:

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards  (SFAS) No. 141,  Business  Combinations,  SFAS No. 142,  Goodwill and
Intangible  Assets,  and SFAS No. 144,  Accounting for Impairment or Disposal of
Long-Lived Assets.

SFAS No. 141 and SFAS No. 142

Major provisions of these statements and their effective dates are as follows:
o        intangible  assets acquired in a business  combination must be recorded
         separately from goodwill if they arise from  contractual or other legal
         rights  and are  separable  from the  acquired  entity and can be sold,
         transferred,  licensed, rented or exchanged,  either individually or as
         part of a related contract, asset or liability;

o        effective  January 1, 2002,  all  previously  recognized  goodwill  and
         intangible  assets with  indefinite  lives will no longer be subject to
         amortization;

o        effective  January  1,  2002,   goodwill  and  intangible  assets  with
         indefinite  lives will be tested for  impairment  annually  or whenever
         there is an impairment indicator; and

o        all acquired  goodwill must be assigned to reporting units for purposes
         of impairment testing and segment reporting

The Company  amortized  goodwill and intangible assets acquired prior to July 1,
2001 until December 31, 2001.  Beginning  January 1, 2002,  quarterly and annual
goodwill  amortization  is  no  longer  recognized.   The  Company  completed  a
transitional fair value based impairment test of goodwill as of January 1, 2002.
In the  opinion  of  management  this  test  indicates  that  the  goodwill  and
intangibles assets of the Company are not impaired.

Goodwill consists of the following:


                             Jewelry     Liquidation
                             Segment       Segment        Total
                           -----------   -----------   -----------



Goodwill                   $   837,117   $   314,003   $1 ,151,120
                           ===========   ===========   ===========

                                       5
<PAGE>

Net loss and loss per share for the three months and nine months ended September
30, 2002 and 2001, adjusted to exclude amortization expense, is as follows:
<TABLE>
<CAPTION>

                                                     Three months ended            Nine months ended
                                                        September 30,                September, 30,
                                                     2002          2001           2002           2001
                                                  ----------    ----------    -----------    -----------
<S>                                               <C>           <C>           <C>            <C>
      Reported net loss                           $  (29,673)   $  (97,176)   $  (116,906)   $  (536,159)
      Goodwill amortization                             --          47,650           --          144,339
                                                  ----------    ----------    -----------    -----------
      Adjusted net loss                           $  (29,673)   $  (49,526)   $  (116,906)   $  (391,820)
                                                  ==========    ==========    ===========    ===========

Basic and diluted loss per share
      Reported basic and diluted loss per share   $    (0.01)   $    (0.02)   $     (0.02)   $     (0.11)
      Goodwill amortization                             --               0.01        --              .03
                                                  ----------    ----------    -----------    -----------
      Adjusted basic and diluted loss per share   $    (0.01)   $    (0.01)   $     (0.02)   $     (0.08)
                                                  ==========    ==========    ===========    ===========
</TABLE>

(3)  - Earnings per share

No  reconciliation is provided for the periods ended September 30, 2002 and 2001
because the effect is not dilutive.

The following  table presents  options to purchase  shares of common stock which
were not included in the computation of diluted earnings per share for the three
and nine months ended September 30, 2002 and 2001 because the exercise prices of
those options were greater than the average  market price of the common  shares;
therefore, the effect would be anti-dilutive.
<TABLE>
<CAPTION>

                                     Three months ended September 30,     Nine months ended September 30,
                                     --------------------------------     -------------------------------
                                            2002        2001                     2002        2001
                                          ---------   ---------                ---------   ---------
<S>                                       <C>            <C>                   <C>
Options not included in the computation
   Of earnings per share                  1,152,777      35,000                1,102,777        --
</TABLE>

(4)  - Business segment information

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

                                                          Consulting      Corporate
           Software      Liquidations       Jewelry        Services        & other       Consolidated
         ------------    ------------    ------------    ------------    ------------    ------------
<S>      <C>             <C>             <C>             <C>                             <C>
Revenues
  2002   $       --      $    563,888    $ 14,140,545    $       --              --      $ 14,704,433
  2001   $      3,577    $  1,225,883    $ 12,745,940    $       --              --      $ 13,975,400

Income (loss) before income taxes
  2002   $    (16,068)   $   (206,846)   $    284,443    $    (44,480)   $   (194,180)   $   (177,131)
  2001   $    (43,947)   $   (568,114)   $    (97,226)   $    (49,816)   $    (14,297)   $   (773,400)

Identifiable assets
  2002   $     54,903    $    512,711    $  9,181,622    $    585,193    $       --      $ 10,334,429
  2001   $     78,502    $  4,076,078    $  5,766,530    $    901,141    $       --      $ 10,822,251

Capital expenditures
  2002   $       --      $       --      $     30,731    $       --      $       --      $     30,731
  2001   $       --      $       --      $    154,093    $       --      $       --      $    154,093



                                       6
<PAGE>

Depreciation and
 amortization
  2002   $     16,068    $     21,266    $     89,612    $      6,060    $     26,687    $    159,693
  2001   $     15,817    $    117,127    $    164,378    $     12,300    $       --      $    309,622



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

                                                          Consulting      Corporate
           Software      Liquidations       Jewelry        Services        & other       Consolidated
         ------------    ------------    ------------    ------------    ------------    ------------
Revenues
  2002   $       --      $    164,658    $  4,587,574    $       --      $       --      $  4,752,232
  2001   $       --      $    446,973    $  3,969,660    $       --      $       --      $  4,416,633

Income (loss) before income taxes
  2002   $     (5,356)   $    (16,500)   $    101,351    $    (12,437)   $   (112,018)   $    (44,960)
  2001   $     (5,422)   $    (91,425)   $    (18,243)   $    (19,156)   $     (5,930)   $   (140,176)

Identifiable assets
  2002   $     54,903    $    512,711    $  9,181,622    $    585,193    $       --      $ 10,334,429
  2001   $     78,502    $  4,076,078    $  5,766,530    $    901,141    $       --      $ 10,822,251

Capital expenditures
  2002   $       --      $       --      $      2,464    $       --      $       --      $      2,464
  2001   $       --      $       --      $     12,811    $       --      $       --      $     12,811
Depreciation and
 amortization
  2002   $      5,356    $       --      $     30,102    $      2,020    $     16,054    $     53,532
  2001   $      5,269    $     38,653    $     54,133    $      4,100    $       --      $    102,155
</TABLE>

During the nine months ended September 30, 2002 $2,372,000 of jewelry  inventory
was transferred  from the  liquidation  segment into the jewelry  segment.  This
transfer  is the result of the  Company's  liquidation  business  directing  its
efforts  toward  commission  only sales which  requires the  utilization of less
Company owned inventory.  Management believes this transfer will help facilitate
the sale of this merchandise through its retail stores.


(5) 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 loss at
   December 31, 2001                             $(1,495,874)   $   508,597    $  (987,277)
Unrealized holding losses arising during the
    Three months ended March 31, 2002               (189,076)        64,286       (124,790)
                                                 -----------    -----------    -----------
Other comprehensive income (loss) at
   March 31, 2002                                 (1,684,950)       572,883     (1,112,067)
Unrealized holding gains arising during the
   Three months ended June 30, 2002                   23,800         (8,092)        15,708
                                                 -----------    -----------    -----------
Other comprehensive loss at June 30, 2002        $(1,661,150)   $   564,791    $(1,096,359)
Unrealized holding gains arising during the
   Three months ended September 30, 2002              17,006         (5,782)        11,224
                                                 -----------    -----------    -----------

Other comprehensive loss at September 30, 2002   $(1,644,144)   $   559,009    $(1,085,135)
                                                 ===========    ===========    ===========
</TABLE>


                                       7
<PAGE>

Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Quarter ended September 30, 2002 vs 2001:
-----------------------------------------

Sales for the third quarter of 2002 increased $ 326,381 or 7.4% when compared to
the corresponding  quarter of 2001. This was primarily the result of an increase
in sales in the  jewelry  segment in the amount of  $617,914  and a decrease  in
sales from the  liquidation  segment in the amount of $282,315.  Jewelry segment
revenues were higher due to an  improvement  in the precious  metals market with
precious metal sales increasing by $1,048,484.  Liquidation sales were lower due
to no significant new liquidation sales being booked during the quarter. Cost of
sales increased  primarily due to the increase in sales.  Gross margins declined
from  25.6% in 2001 to 23.7% in 2002 due to the  increase  in sales of  precious
metals which have a lower margin than jewelry.

Selling,  general and  administration  expenses  decreased  by $29,908 due staff
reductions and salary cuts.  Depreciation and amortization  expense decreased by
$48,623 due to goodwill  not being  amortized  in 2002 with the adoption of SFAS
No. 142.

Income taxes are provided at the  corporate  rate of 34% for both 2002 and 2001,
net of non-deductible goodwill amortization expense in 2001.

Nine months ended September 30, 2002 vs 2001:
---------------------------------------------

Sales  for the  first  nine  months of 2002  increased  $  694,909  or 5.0% when
compared to the  corresponding  period of 2001. This was primarily the result of
an increase in sales in the jewelry  segment in the amount of  $1,394,605  and a
decrease  in sales  from the  liquidation  segment  in the  amount of  $661,995.
Jewelry  segment  revenues  were higher due to an  improvement  in the  precious
metals market with  precious  metal sales  increasing  by $994,567.  Liquidation
sales were lower due to no significant new liquidation sales being booked during
the period.  Cost of sales  increased  primarily  due to the  increase in sales.
Gross  margins  declined from 24.6% in 2001 to 22.8% in 2002 due to the increase
in sales of precious metals which have a lower margin than jewelry.

Selling,  General and  administration  expenses  decreased by $483,282 due staff
reductions and salary cuts.  Depreciation and amortization  expense decreased by
$149,929 due to goodwill  not being  amortized in 2002 with the adoption of SFAS
No. 142.

Income taxes are provided at the  corporate  rate of 34% for both 2002 and 2001,
net of non-deductible goodwill amortization expense in 2001.










                                       8

<PAGE>

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

The Company's  short-term debt,  including current  maturities of long-term debt
totaled  $3,598,125  as of September  30, 2002.  During the first nine months of
2002  the  Company  retired  $830,019  of its debt and  borrowed  an  additional
$709,054.  The Company is in default of a short-term  bank loan in the amount of
$1,401,000 which came due on June 24, 2002. The lending bank has verbally agreed
to renew this loan for a term of 15 months.  Although  management of the Company
is of the opinion that this loan will be renewed,  there is no assurance that it
will be. In the event the loan is called,  we do not have the  resources  to pay
the balance.  In that event,  we may need to liquidate  assets or  substantially
curtail operations.

Management of the Company  expects capital  expenditures to total  approximately
$50,000 during 2002. It is anticipated  that these  expenditures  will be funded
from working capital.

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
continue to do so in the near future.

From time to time,  management  has adjusted the Company's  inventory  levels to
meet  seasonal  demand  or  in  order  to  meet  working  capital  requirements.
Management  is of the opinion that if  additional  working  capital is required,
additional loans can be obtained from  individuals or from commercial  banks. If
necessary,  inventory  levels  may be  adjusted  or a portion  of the  Company's
investments in marketable  securities may be liquidated in order to meet working
capital requirements.
<TABLE>
<CAPTION>

Contractual Cash Obligations                                       Payments due by year end
----------------------------                                  ------------------------------------
                                       Total        2002         2003         2004         2005         2006      Thereafter
                                    ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                                 <C>          <C>          <C>          <C>          <C>          <C>          <C>
Notes payable                       $3,174,952   $3,174,952         --           --           --           --           --
Long-term debt and capital leases    1,495,357      323,293   $  191,525   $  100,284   $   85,043   $   88,272   $  706,940
Federal income taxes                   320,681      320,681         --           --           --           --           --
Operating leases                       765,267       77,548      293,899      263,476      130,344         --           --
                                    ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                    $5,756,257   $3,896,474   $  485,424   $  363,760   $  215,387   $   88,272   $  706,940
                                    ==========   ==========   ==========   ==========   ==========   ==========   ==========
</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

                                       9

<PAGE>

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

         Exhibit - 99.1   Certificate   of  pursuant  to  Section  906  of  the
                           Sarbanes-Oxley Act of 2002, Chief Executive Officer.

         Exhibit - 99.2    Certificate   of  pursuant  to  Section  906  of  the
                           Sarbanes-Oxley Act of 2002, Chief Financial Officer.


         Reports on Form 8-K - None

Certifications:

I, L.S. Smith, Certify that:
1.       I have reviewed this quarterly report on Form 10-QSB of DGSE Companies,
         Inc.;
2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;
3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         quarterly report;
4.       The  Company's  other  certifying  officers and I are  responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we
         have:
         a)       designed  such  disclosure  controls and  procedures to ensure
                  that material information  relating to the Company,  including
                  its consolidated  subsidiaries,  is made known to us by others
                  within those entities, particularly during the period in which
                  this quarterly report is being prepared;
         b)       Evaluated  the  effectiveness  of  the  Company's   disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and
         c)       Presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;
5.       The Company's other certifying officers and I have disclosed,  based on
         our most recent  evaluation,  to the  Company's  auditors and the audit
         committee of the Company's  board of directors  (or persons  performing
         the equivalent functions):
a)       all  significant  deficiencies  in the design or  operation of internal
         controls which could adversely affect the Company's  ability to record,
         process,  summarize and report  financial data and have  identified for
         the Company's auditors any material weakness in internal controls; and
b)       any fraud,  whether or not material,  that involves management or other
         employees  who  have  a  significant  role  in the  Company's  internal
         controls; and
6.       The Company's  other  certifying  officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective action with regard to significant deficiencies
         and material weaknesses.


Date: November 14, 2002                      /s/ L.S. Smith
                                            ------------------------------------
                                            Chairman and Chief Executive Officer

                                       10
<PAGE>

Certifications:
I, John Benson, Certify that:
1.       I have reviewed this quarterly report on Form 10-QSB of DGSE Companies,
         Inc.;
2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;
3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         quarterly report;
4.       The  Company's  other  certifying  officers and I are  responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we
         have:
         a.       designed  such  disclosure  controls and  procedures to ensure
                  that material information  relating to the Company,  including
                  its consolidated  subsidiaries,  is made known to us by others
                  within those entities, particularly during the period in which
                  this quarterly report is being prepared;

         b.       Evaluated  the  effectiveness  of  the  Company's   disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and
         c.       Presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;
5.       The Company's other certifying officers and I have disclosed,  based on
         our most recent  evaluation,  to the  Company's  auditors and the audit
         committee of the Company's  board of directors  (or persons  performing
         the equivalent functions):
         a.       all  significant  deficiencies  in the design or  operation of
                  internal  controls which could adversely  affect the Company's
                  ability to record,  process,  summarize  and report  financial
                  data  and  have  identified  for the  Company's  auditors  any
                  material weakness in internal controls; and
         b.       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  Company's internal controls; and
6.       The Company's  other  certifying  officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective action with regard to significant deficiencies
         and material weaknesses.

Date:  November  14,  2002                                /s/  John  Benson
                                                         -----------------------
                                                         Chief Financial Officer

                                       11

<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.


DGSE Companies, Inc.


By:      /s/ L. S. Smith                    Dated: November 14, 2002
         -------------------------
         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 14, 2002
         ------------------------------
         L. S. Smith
         Chairman of the Board,
         Chief Executive Officer and
         Secretary


By:      /s/ W. H. Oyster                   Dated: November 14, 2002
         ------------------------------
         W. H. Oyster
         Director, President and
         Chief Operating Officer


By:      /s/ John Benson                    Dated: November 14, 2002
         ------------------------------
         John Benson
         Chief Financial Officer
         (Principal Accounting Officer)





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