SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

October 2, 2004

Via Facsimile 415-773-5759 and U.S. Mail

Richard V. Smith, Esq.
Orrick, Herrington & Sutcliffe, LLP
405 Howard Street
San Francisco, California 94105

RE:	Dover Investments Corporation
	Schedule TO-T filed by The Lawrence Weissberg Revocable
	Living Trust, et al.
	Date Filed: September 23, 2004
	File No. 5-12078

Dear Mr. Smith:

We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your
explanation as to why any comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone number listed
at the end of this letter.

General

1. Edgar does not, at present, reflect the receipt of a Schedule
13E-3 for the instant transaction.  The checking of the going-private
transaction box on Schedule TO-T by the filing persons does not
obviate the need to properly identify the filing with appropriate
header tags.  The filing persons must either jointly file the
original Schedule TO-T and Schedule 13E-3 with appropriate header
tags and request a date adjustment to the original September 23
filing date or file an exclusive Schedule 13E-3 and Schedule TO-T
without such a date adjustment request as soon as possible.  Date
adjustment requests are not automatically granted.  Contact Sylvia
J. Pilkerton in the Office of Edgar and Information Analysis by
facsimile at 202.942.9542 to request guidance on resubmitting the
filing with appropriate header tags or to ask for a date
adjustment. When you are prepared to make the corrected filing, you
may contact Edgar filer support at (202) 942-8900 or the Office of
Edgar Information and Analysis at (202) 942-2930 for additional
guidance.

Selected Consolidated Financial Information

2. In response to Item 13 of the Schedule 13E-3 cross-reference
sheet, the disclosure indicates that financial information has
been incorporated by reference to satisfy this item requirement.
Revise to include the complete summarized financial information
required by Item 1010(c) of Regulation M-A.  In the event that an
affiliate incorporates by reference the information required by
Item 1010(a) and (b), all of the summarized financial information
required by Item 1010(c) must be disclosed in the Schedule 13E-3.
See Instruction 1 to Item 13 of Schedule 13E-3.  In addition, refer
to telephone interpretation H.7 in the July 2001 supplement to our
"Manual of Publicly Available Telephone Interpretations" that is
available on the Commission`s website at http://www.sec.gov for
guidance on complying with a similar instruction in the context of a
tender offer.  Because all of this information does not appear to have
been included, a supplement must be sent that includes this information
plus other disclosures required by this comment letter.

Schedule TO

Position of the Trust...Regarding Fairness of the Offer and Merger

3. All of the factors listed in Instruction 2 to Item 1014 of
Regulation M-A are generally relevant to the fairness
Determination and should be discussed in considerable detail in the
Schedule 13E-3. To the extent that the affiliate did not consider
all of the factors listed in Instruction 2 to Item 1014, or deemed
them irrelevant in the context of this particular transaction, provide
a detailed explanation of its reasons for so doing.  At present, it only
appears that current and historical stock prices have been discussed
whereas the discussion of going concern value is absent and the
references to net book value and liquidation value are conclusory and
abbreviated. See Item 1014(b) of Regulation M-A and Question and Answer
No. 20 in Exchange Act Release 17719 (April 13, 1981).

4. Revise to include a separate and explicit discussion addressing
the procedural fairness determination on behalf of the Trust that
is expressly directed to the unaffiliated security holders.  This
discussion must specifically acknowledge the absence of any of the
procedural safeguards set out in Item 1014(c)-(e) of Regulation
M-A and address how the procedural fairness determination was reached
In the absence of any of the safeguards.  Please follow the guidance
provided in Q & A No. 21 in Exchange Act Release 17719 (April,
1981).

Position of Dover Regarding Fairness of the Offer and Merger

5. Because Dover is taking a neutral position on this offer and
not recommending it to unaffiliated security holders, we have not
issued a comment requiring that Dover be identified as a filing
person on Schedule 13E-3.  The disclosure, however, indicates that
our rules require Dover to make a fairness determination.  If the
filing parties have concluded that Dover is a filing person on
Schedule 13E-3, and possibly Schedule TO, please make these
required revisions and include the information required in these
filings with respect to Dover.  If not, please revise the disclosure
to remove the implication that Dover must comply with Rule 13e-3.
See Telephone Interpretation K.2. in our July 2001 Supplement
available on our website, www.sec.gov.

Certain Conditions to the Offer

6. The staff believes that all conditions to the offer, except
those conditions subject to regulatory approvals, must be satisfied
or waived prior to expiration of the offer.  The language in the
first  paragraph of this section makes the offerors intend for their
conditions to survive offer expiration.  Please revise.  In
addition, please revise the information in the closing paragraphs to
make clear the offerors may assert or waive offer conditions up until
expiration of the offer and not "at any time from time to time" in
contravention of our position.

Closing Comments

	Please file an amended Schedule TO and Schedule 13E-3 in
response to these comments.  Mark the amendments so that the
revisions, including those made not in response to staff comment,
are clear and distinguishable from the text of earlier submissions.
See Rule 310 of Regulation S-T.  In addition, please furnish a cover
letter that keys your responses to our comments and provides any
supplemental information we requested.  This comment letter should
be filed on EDGAR as correspondence.  If you believe complying with a
comment is not appropriate, tell us why in your letter.  You
should be aware that we might have additional comments based on your
responses, and that it appears a supplement needs to be sent to
fully comply with our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the issuer, its management and its affiliates are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company or affiliate
acknowledging that:

* The company or affiliate is responsible for the adequacy and
accuracy of the disclosure in the filings;

* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* The company or affiliate may not assert staff comments as a
defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filings
or in response to our comments on your filing.

	Please direct any questions regarding the comments to me in
the Office of Mergers and Acquisitions at (202) 942-2920, or, in my
absence during the period from October 4 through October 11,
Celeste Murphy who is an Attorney-Advisor in the Office of Mergers
and Acquisitions and can be reached at the same number.

Sincerely,

Nicholas P. Panos
Special Counsel
Office of Mergers & Acquisitions

</TEXT>
</DOCUMENT>