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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of Earliest Event Reported): August 14, 2006



                              DGSE COMPANIES, INC.
               (Exact Name of Registrant as Specified in Charter)


           Nevada                        1-11048                  88-0097334
(State or Other Jurisdiction     (Commission File Number)       (IRS Employer
     of Incorporation)                                       Identification No.)


    2817 Forest Lane, Dallas, Texas                                75234
(Address of Principal Executive Offices)                         (Zip Code)


       Registrant's Telephone Number, Including Area Code: (972) 484-3662

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):

|X|  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))





Item 2.03 Creation of a Direct  Financial  Obligation oe an Obligation  under an
Off-Balance Sheet Arrangement of a Registrant

         First Amendment to Loan Agreement and Other Loan Documents

         On August 14, 2006, DGSE Companies,  Inc.  entered into an amendment to
its loan agreement with Texas Capital Bank. This amendment  increased the amount
of  borrowings  allowed  under  this  credit  facility  form  $  3,500,000  to $
4,000,000.  The  additional  funds are available for general  corporate  working
capital purposes.



Item 9.01. Financial Statements and Exhibits.


         (c) Exhibits

         2.1 First Amendment to Loan Agreement and Other Loan Documents.(a)

         2.2 Loan Agreement Dated as of December 22, 2005(a)

         99.1DGSE Press Release dated August 16, 2006(b)


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(a)  Certain exhibits and schedules have been omitted and DGSE agrees to furnish
     supplementally  to the SEC a copy of any omitted exhibits or schedules upon
     request.

(b)  This  exhibit is being  furnished  and will not be deemed  "filed"  for the
     purposes of Section 18 of the Securities  Exchange Act of 1934, as amended,
     or otherwise subject to the liabilities of that section.



















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                                   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 hereunto duly authorized.



                                                     DGSE COMPANIES, INC.

Date:  August 16, 2006                               By: /s/ DR. L.S. SMITH
                                                        ------------------------
                                                        Dr. L.S. Smith
                                                        Chairman & Chief
                                                        Executive Officer




















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