SecProbe.io

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Mail Stop 3628

					August 16, 2005

By Facsimile (302) 475-3555

Klaus M. Belohoubek
Senior Vice President - General Counsel
Dover Motorsports, Inc.
3505 Silverside Road
Plaza Centre Building, Suite 203
Wilmington, DE 19810
(302) 475-6756

Re:  	Dover Motorsports, Inc.
      Schedule TO-I filed on August 10, 2005
	File No. 005-47265

Dear Mr. Belohoubek:

	We have the following comments on the above-referenced
filing. 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
numbers listed at the end of this letter.

Schedule TO-I
Where You Can Find More Information, page ii

1. Please note that the address of the SEC has changed.  The new
address should be listed as 100 F Street, N.E., Washington, DC
20549.

Factors That May Affect Operating Results; Forward-Looking
Statements, page iii

2. The safe harbor for forward-looking statements in the Private
Securities Litigation Reform Act of 1995 does not by its terms
apply to statements made in connection with a tender offer. See
Section 27A(b)(2)(C) of the Securities Act of 1933 and Section
21E(b)(2)(C)of the Securities Exchange Act of 1934. Therefore,
your reference to the defined term "forward-looking statements"
within the meaning of the federal securities laws is inappropriate.
Please delete the reference or add language clarifying that the
safe harbor for forward looking statements provided in the Reform
Act is not available for statements made in connection with a
tender offer.

Conditions of the Offer, page 10

3. In the first paragraph, you state that you may decide to
terminate the exchange offer if one of the listed offer conditions
occurs and you make the secondary determination that it is
"inadvisable to proceed with the offer..."  If a listed offer
condition is implicated by events that occur during the exchange
offer such that the offer condition is deemed to be "triggered"
and may be asserted, the purchasers must promptly disclose that
they have made a decision to either waive the offer condition in
order to properly continue the offer or assert the condition and
terminate the offer.  You may not tacitly waive the offer condition
by failing to assert it. As you are aware, waiver of a material
offer condition may require an extension of the offer and/or
dissemination of additional offering material. Please confirm your
understanding in a supplemental response.

4. In our view, you may condition a tender offer on any number of
conditions, as long as they are described with reasonable
specificity, capable of some measure of objective verification,
and outside of your control. In the last paragraph in this section,
the phrase "regardless of the circumstances giving rise to any such
condition" implies that you may assert an offer condition even
when the condition is "triggered" by your own action or inaction.
Please revise in accordance with our position.

5. See our last comment above. In order to comply with the
requirements of Schedule TO and Item 1004 of Regulation M-A, all
offer conditions must be described with reasonable specificity,
such that your shareholders may understand the terms of your offer.
In this regard, quantify condition (ii) in the fourth bulleted offer
condition.

Purpose of the Offer; Certain Effects of the Offer; Plans or
Proposals, page 12

6. We note that the Estate of John W. Rollins owns 10,311,960
shares of Class A Common Stock and intends to tender all of those
shares into this offer. We also note that the executor of the Estate
is director Henry B. Tippie, who has entered into a Stockholder
Voting Agreement with fellow director R. Randall Rollins. Please
expand this section to discuss whether this offer is being conducted,
in whole or in part, to allow the shares held by the Estate of
John W. Rollins to be liquidated. In this regard, discuss the role
played by the Estate through its executor Mr. Tippie in initiating,
negotiating or structuring the offer, including any discussions
between the Estate and the company regarding disposing of the
Class A Common Shares held by the Estate. We may further comments.

7. As noted in our last comment above, director Henry B. Tippie
controls the Class A Common Shares of the company held by the
Estate of John W. Rollins. In addition, Messrs. Jeffrey Rollins,
John W. Rollins, Jr. and R. Randall Rollins are all related to one
another. Are they also related to the late John W. Rollins? If so,
discuss any potential conflict of interest or benefit such company
insiders (who approved this tender offer) may receive as a result
of this tender offer and the intent of the Estate to liquidate all
Class A Common Stock it owns in the offer. In this regard, it appears
that since all other shares of Class A Common are held by corporate
insiders who currently do not intend to tender, all of the Class A
Common Shares to be tendered by the Estate will be purchased if the
offer is consummated.

8. We note your disclosure that Dover Motorsports is a "controlled
corporation" as defined in the New York Stock Exchange rules, and
that the voting agreement between the Estate of John W. Rollins
and R. Randall Rollins ensures that the company will maintain this
status after the tender offer. Please discuss in further the detail
the impact of this designation. That is, what is the effect for the
company and its stockholders of being deemed a controlled
corporation?

Fees and Expenses, page 28

9. We note that you will pay a fee to the dealer manager based on
the number of shares tendered. We object to fees paid to a dealer
manager based on tenders of subject securities it holds for its own
account. See Rule 13e-4(f)(8)(ii). Please indicate whether you intend
to pay fees under those circumstances. If you do not, indicate how
you will ensure that.  For example, what mechanism will you use to
determine who holds the tendered securities when calculating the fee
owed to Raymond James & Associates?

Letter of Transmittal

10. We note your request that the security holder acknowledge that
they "read, understands, and agrees to" the terms the offer.  It
is not appropriate to require a tendering security holder to attest
to the fact that they "read, understands, and agrees to" the terms
of the offer as such language may effectively operate as a waiver
of liability.  Please delete this and other similar language
throughout these materials.  To the extent that you have already
circulated the letter of transmittal to security holders, please
confirm that you will not utilize the referenced language set forth
in this form as a waiver of liability against security holders.

Closing 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
for an informed decision.  Since the issuer is in possession of all
facts relating to its disclosure, it is responsible for the accuracy
and adequacy of the disclosures it has made.

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

* the issuer 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 issuer 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 filing
or in response to our comments on your filing.

      As appropriate, please amend your document in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  In addition, depending upon your response to
these comments, a supplement may need to be sent to security holders.

      Please direct any questions to me at (202) 551-3257.  You
may also contact me via facsimile at (202) 772-9203.  Please send
all correspondence to us at the following ZIP code:  20549-3628.

           					Very truly yours,

	     				      Celeste M. Murphy
						Special Counsel
						Office of Mergers and Acquisitions

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