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<SEC-DOCUMENT>0001010549-05-000003.txt : 20050103
<SEC-HEADER>0001010549-05-000003.hdr.sgml : 20041231
<ACCEPTANCE-DATETIME>20050103171648
ACCESSION NUMBER:		0001010549-05-000003
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20041231
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
FILED AS OF DATE:		20050103
DATE AS OF CHANGE:		20050103

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DGSE COMPANIES INC
		CENTRAL INDEX KEY:			0000701719
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-JEWELRY STORES [5944]
		IRS NUMBER:				880097334
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11048
		FILM NUMBER:		05503279

	BUSINESS ADDRESS:	
		STREET 1:		2817 FOREST LANE
		STREET 2:		STE 202
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75234
		BUSINESS PHONE:		9724843662

	MAIL ADDRESS:	
		STREET 1:		2817 FOREST LN
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75234

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DALLAS GOLD & SILVER EXCHANGE INC /NV/
		DATE OF NAME CHANGE:	19930114

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICAN PACIFIC MINT INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CANYON STATE CORP
		DATE OF NAME CHANGE:	19860819
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>dgse8k123104.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
================================================================================
                                     FORM-8K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
                                December 31, 2004

                              DGSE Companies, Inc.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                     NEVADA
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

      1-11048                                               88-0097334
(COMMISSION FILE NUMBER)                       (IRS EMPLOYER IDENTIFICATION NO.)

                                2817 FOREST LANE
                               DALLAS, TEXAS 75234
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)

                                 (972) 484-3662
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
================================================================================

[ ] Check the  appropriate  box  below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
================================================================================


<PAGE>

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

On December 31, 2004, in order to meet the  requirements  the NASDAQ  Governance
Rules of having a majority of independent directors and audit committee members,
two  independent  Directors  were added to the Board of Directors  and Mr. James
Walsh and Mr. John Benson  resigned.  Mr.  Benson  continues as Chief  Financial
Officer of the  Company  and will  continue  to attend all Board  Meetings  as a
non-voting participant.  There were no disagreements between the Company and the
resigning directors.

In addition,  on December 31, 2004 the Company  appointed Mr. Craig Alan-Lee and
Mr. Paul Hagen as independent  directors and audit committee members.  They will
receive as compensation for their service $ 500 for each board meeting and $ 250
for each audit committee  meeting  attended.  In addition,  each will receive an
initial grant of options to purchase 5,000 shares of the Company's  common stock
and on  December  31,  of each  year  they  continue  to serve as  directors  an
additional option to purchase 2,500 shares of the Company's common stock will be
granted.  The purchase  price of the shares under these options will be equal to
the closing market value on the date of grant.

Mr. Craig Alan-Lee and the Company were not engaged in any  transactions  during
the last two years or proposed transactions.

Mr.  Paul Hagen was a full-time  employee  of the  Company  during the two years
preceeding December 15, 2004. Mr. Hagen has no continuing business relationships
with the Company other than his serving on the board.





                                    SIGNATURE

In accordance with section 13 and 15(d) of the Securities  Exchange Act of 1934,
the  Registrant  has dully  caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            DGSE Companies, Inc.

                                             /s/ John Benson
                                            ------------------------------------
                                            John Benson
                                            Chief Financial Officer

Dated: January 3, 2005


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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