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     June 30, 1999
                               ---------------------

 (   )    Transition Report under Section 13 or 15(d) of the
          Securities Exchange Act of 1934

For the transition period from          to

                         Commission File Number 1-11048

                      Dallas Gold and Silver Exchange, Inc.
                         (Name of small business issuer)


        Nevada                                           88-0097334
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or
organization)

     2817 Forest Lane, Dallas, Texas                     75234
--------------------------------------------        -------------
(Address of principal executive offices)              (Zip Code)

(Issuer's telephone number, including area code) (972) 484-3662
                                                 ---------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X     No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

           Class                                  Outstanding at July 19, 1999
----------------------------                      ----------------------------
Common Stock, $.01 per value                           4,177,912




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<TABLE>

<CAPTION>


PART I.   FINANCIAL INFORMATION
-------------------------------

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

                                                                           June 30,      December 31,
                     ASSETS                                                 1999          1998
                                                                         ------------    ------------
<S>                                                                      <C>             <C>

Current assets:
  Cash                                                                   $    274,312    $  1,004,836
  Marketable securities - trading                                           2,482,607       3,010,462
  Trade receivables                                                           157,447         166,929
  Notes receivable - officers                                                   2,000           4,001
  Inventory                                                                 1,815,394       1,354,686
  Prepaid expenses                                                             86,345          27,844
                                                                         ------------    ------------
   Total current assets                                                     4,818,105       5,568,758
Marketable securities - available
  for sale                                                                     18,000          18,000
Property and equipment                                                      1,140,777       1,104,091
Other assets                                                                   54,170          64,220
                                                                         ------------    ------------
  Total assets                                                           $  6,031,052    $  6,755,069
                                                                         ============    ============
                           LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Notes payable                                                          $    757,480    $    350,713
  Accounts payable - trade                                                    321,896         457,003
  Accrued expenses                                                            228,480         596,231
  Customer deposits                                                           133,102         174,600
  Federal income taxes payable                                                 46,580          11,658
  Current maturities of long-term
    debt and lease obligations                                                 48,227         148,072
  Deferred income taxes                                                       411,865         591,452
                                                                         ------------    ------------
     Total current liabilities                                              1,947,630       2,329,729
Long-term debt and capital lease
    obligations, less current
    maturities                                                              1,494,958       1,560,602

Shareholders'  equity:
  Common stock, $.01 par value;
  authorized 10,000,000 shares;
  issued and outstanding 4,177,912
  shares at June 30, 1999 and
  4,144,912 at December 31, 1998                                               41,779          41,449
  Additional paid-in capital                                                3,345,601       3,341,387
  Accumulated other comprehensive
    income                                                                     (4,950)         (4,950)
       Accumulated deficit                                                   (793,966)       (531,148)
                                                                         ------------    ------------
        Total shareholders' equity                                          2,588,464       2,864,738
                                                                         ------------    ------------
   Total liabilities and shareholders'
    equity                                                               $  6,031,052    $  6,755,069
                                                                         ============    ============

</TABLE>


                                        2

<PAGE>



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

                                               Three Months Ended
                                                     June 30,
                                               1999        1998
                                            ----------   ----------
Revenues:
  Sales                                     $3,988,719   $3,538,189
  Pawn service fees                             12,195        8,855
  Consulting service income
  Gain (loss) on sale of marketable
   securities - trading                          6,126       76,706
  Unrealized gain on marketable
   securities - trading                        104,536      638,738
  Other income                                      51        4,355
                                            ----------   ----------
                                             4,111,627    4,266,843
                                            ----------   ----------
Costs and expenses:
  Cost of sales (exclusive of
   items shown separately below)             3,183,015    2,951,178
  Consulting service costs                      45,725       50,224
  Selling, general and administrative
   expenses                                    634,820      531,003
  Depreciation and amortization                 28,434       24,185
  Interest expense                              55,440       55,440
                                            ----------   ----------
    Total costs and expenses                 3,947,434    3,612,030
                                            ----------   ----------

Income (loss) before income taxes              164,193      654,813
Income taxes expense (benefit)                  55,825      222,701
                                            ----------   ----------

Net income (loss)                           $  108,368   $  432,112
                                            ==========   ==========

Earnings(loss) per common share:
   Basic                                    $      .03   $      .10
   Diluted                                  $      .02   $      .09


Weighted average number of common shares:
   Basic                                     4,178,912    4,160,128
   Diluted                                   4,566,395    4,572,378












                                        3

<PAGE>




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

                                                 Six Months Ended
                                                     June 30,
                                                1999           1998
                                            -----------    -----------
Revenues:
  Sales                                     $ 8,618,180    $ 6,425,897
  Pawn service fees                              25,670         19,617
  Consulting service income
  Gain (loss) on sale of marketable
   securities - trading                          42,603         74,415
  Unrealized gain on marketable
   securities - trading                        (528,198)     1,009,483
  Other income                                      406         35,922
                                            -----------    -----------
                                              8,158,661      7,565,334
                                            -----------    -----------
Costs and expenses:
  Cost of sales (exclusive of
   items shown separately below)              7,164,394      5,326,510
  Consulting service costs                       98,180         98,847
  Selling, general and administrative
   expenses                                   1,153,405        972,944
  Depreciation and amortization                  58,006         47,901
  Interest expense                              110,160        110,220
                                            -----------    -----------
    Total costs and expenses                  8,584,145      6,556,422
                                            -----------    -----------

Income (loss) before income taxes              (425,484)     1,008,912
Income taxes expense (benefit)                 (144,665)       343,100
                                            -----------    -----------

Net income (loss)                           $  (280,819)   $   665,812
                                            ===========    ===========

Earnings(loss) per common share:
   Basic                                    $      (.07)   $       .16
   Diluted                                  $      (.06)   $       .15


Weighted average number of common shares:
   Basic                                      4,178,912      4,160,128
   Diluted                                    4,566,395      4,572,378












                                        4

<PAGE>




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

                                                   Six Months Ended
                                                        June 30,
                                                  1999          1998
                                              -----------    -----------
Reconciliation of net income to net
 cash provided by operating activities
  Net income (loss)                           $  (280,819)   $   665,812
  Adjustments to reconcile net income to
  cash provided by operating activities
   Depreciation and amortization                   58,006         47,901
   Unrealized (gain) loss on securities           528,198     (1,009,483)
   Deferred taxes                                (179,587)       343,100
   (Increase) decrease in operating
    assets and liabilities
     Net change in marketable securities             (342)      (414,982)
     Net receivables                                9,482        (20,021)
     Inventories                                 (460,708)      (266,314)
     Prepaid expenses and other assets            (48,451)       (58,539)
     Accounts payable                            (135,107)        (6,874)
     Accrued expenses                            (367,751)      (153,998)
     Customer deposits                            (41,498)        (6,485)
     Income taxes payable                          34,922        328,243
                                              -----------    -----------
       Net cash used in operating
       activities                                (883,655)      (551,640)
Cash flows from investing activities
  Decrease in notes receivable - officers           2,001         77,625
  Capital expenditures                            (94,692)       (30,424)
                                              -----------    -----------
       Net cash used in financing
       activities                                 (92,691)        47,201
                                              -----------    -----------

Cash flows from financing activities
  Net change in notes payable                     406,767       (221,941)
  Net change in long-term debt and
   capital lease obligations                     (165,489)       (25,859)
  Common stock issued on conversion of debt        18,750         12,500
  Common stock issued for services rendered        25,000
  Purchase and retirement of common stock         (39,206)       (77,203)
                                              -----------    -----------


       Net cash (used) provided in
       financing activities                       245,822       (312,503)
                                              -----------    -----------

Decrease in cash                                 (730,524)      (816,942)
                                              -----------    -----------

Cash at beginning of period                     1,004,836      1,258,254
                                              -----------    -----------

Cash at end of period                         $   274,312    $   441,312
                                              ===========    ===========


                                        5

<PAGE>





             DALLAS GOLD AND SILVER EXCHANGE, INC. AND SUBSIDIARIES
          NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT



June 30, 1999



(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,  DLS Financial Services,  Inc., National Jewelry 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 six month period ended June 30, 1999,
are not necessarily  indicative of the results that may be expected for the year
ended  December 31, 1999.  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, 1999.



MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations
---------------------
Quarter ended June 30, 1999 vs 1998:

Sales for the second quarter of 1999  increased  $450,530 or 12.7% when compared
to the corresponding quarter of 1998. The increase was the result of an increase
in jewelry  sales in the amount of  $137,427 or 7.1% and an increase in precious
metals sales in the amount of $313,103 or 19.5%.  Management  believes  that the
Company's  Internet  related  activities had a significant  impact on this sales
growth.  During the second quarter of 1999 Internet sales increased by $513,897.
Pawn service fees increased by 37.7% due to the acquisition of National  Jewelry
Exchange,  Inc.  (formerly  Beltline Pawn) in December  1998.  During the second
quarter of 1999 and 1998 the Company sold marketable  securities realizing gains
of $6,126 and $76,706,  respectively.  Unrealized gains on trading securities in
the amount of $104,536 in 1999 and $638,738 in 1998 was the result of changes in
the market value of the Company's investment in marketable  securities.  Cost of
sales increased by $231,837 primarily due to the increase in sales.

General and  administration  expenses increased by $103,817 primarily due to the
acquisition  of Beltline Pawn,  payroll and related cost and higher  advertising
cost.  Depreciation  expense  increased by $4,249 due to  depreciation on assets
placed in service during 1998.

Income tax expense and benefit  are  provided at the  corporate  rate of 34% for
both 1999 and 1998.



                                        6

<PAGE>



Six nonths ended June 30, 1999 vs 1998:

Sales for the  first  six  months of 1999  increased  $2,192,283  or 34.1%  when
compared to the corresponding  period of 1998. The increase was the result of an
increase  in jewelry  sales in the amount of $346,451 or 9.7% and an increase in
precious metals sales in the amount of $1,845,832 or 64.9%.  Management believes
that the Company's  Internet related activities had a significant impact on this
sales growth.  During the first six months of 1999 Internet  sales  increased by
$1,131,747.  Pawn service  fees  increased  by 30.9% due to the  acquisition  of
National  Jewelry  Exchange,  Inc.  (formerly  Beltline  Pawn) in December 1998.
During  the  first  six  months  of 1999 and 1998 the  Company  sold  marketable
securities  realizing  gains of $42,603 and  $74,415,  respectively.  Unrealized
gains and (loss) on trading  securities  in the amount of $(528,198) in 1999 and
$1,009,483  in 1998  was the  result  of  changes  in the  market  value  of the
Company's  investment  in  marketable  securities.  Cost of sales  increased  by
$1,837,884 primarily due to the increase in sales.

General and  administration  expenses increased by $180,461 primarily due to the
acquisition  of Beltline Pawn,  payroll and related cost and higher  advertising
cost.  Depreciation  expense  increased by $10,105 due to depreciation on assets
placed in service during 1998.

Income tax expense and benefit  are  provided at the  corporate  rate of 34% for
both 1999 and 1998.


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

Due to the somewhat seasonal nature of the Company's jewelry business, inventory
and trade  receivables  are at their lowest  levels on December 31 of each year.
During the first half of each year jewelry  inventory is  replenished  and trade
receivables  begin to  increase.  During the first  half of 1999,  cash and cash
equivalents decreased by $730,524 primarily as a result of decreases in accounts
payable ($135,107),  a decrease in accrued expenses ($367,751),  and an increase
in inventory ($460,708).

Management of the Company  expects capital  expenditures to total  approximately
$125,000 during 1999. 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




                                        7

<PAGE>



                                   SIGNATURES


         In  accordance  with  Section  13 and 15(d) of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

Dallas Gold and Silver Exchange, Inc.


By:      /s/ L. S. Smith                                    Dated: July 21, 1999
         -------------------------
         L. S. Smith
         Chairman of the Board,
         Chief Executive Officer and
         Secretary

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the date indicated.


By:      /s/ L. S. Smith                                    Dated: July 21, 1999
         -------------------------
         L. S. Smith
         Chairman of the Board,
         Chief Executive Officer and
         Secretary


By:      /s/ W. H. Oyster                                   Dated: July 21, 1999
         -------------------------
         W. H. Oyster
         Director, President and
         Chief Operating Officer


By:      /s/ John Benson                                    Dated: July 21, 1999
         -------------------------
         John Benson
         Chief Financial Officer
         (Principal Accounting Officer)