SecProbe.io

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November 15, 2004

By Facsimile and U.S. Mail

Klaus M. Belohoubek, Esq.
Senior Vice President and General Counsel
Dover Downs Gaming & Entertainment, Inc.
1131 N. DuPont Highway
Dover, DE 19901

	Re:	Dover Downs Gaming & Entertainment, Inc.
		Schedule TO-I
		Filed November 10, 2004

Dear Mr. Belohoubek:

	We have the following comments on the above-referenced
filing:

Offer to Purchase

Table of Contents, page i

1. Please note that Rules 13e-4(c)(3) and 13e-4(e)(3) require you
to amend the Schedule to reflect a material change in the information
previously disclosed.  Please revise the first paragraph after the
table of contents to clarify your duty in this regard.

Where You Can Find More Information, page ii

2. We note the information incorporated here and the information
disclosed on pages 17-18.  It is unclear whether you have
incorporated all the information required by 1010(a), such as the
ratio of earnings to fixed charges and the book value per share.
Furthermore, Item 1010(c) of Regulation M-A requires that at least
a summary of that information be disseminated to security holders.
See Instruction 6 to Item 10 of Schedule TO and Regulation M-A
telephone interpretation H.7 available at www.sec.gov in the July
2001 Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations.  Please revise to
include at least the summary financial information required by
Item 1010(c), and advise us how you intend to disseminate the
information.

Conditions of the Offer, page 10

3. We are unable to locate any disclosure regarding any regulatory
approval required for the offer to be completed.  As such, it
appears you should revise the summary term sheet and the conditions
section to eliminate this condition from the offer.

4. The second and fourth bullet points condition the offer on
whether the "contemplated future conduct" of the business is
materially impaired.  Please revise to specify or generally describe
this contemplated conduct so that security holders will have the
ability to objectively determine whether the condition has been
triggered.

5. In the fourth bullet point, you disclose that your offer may be
amended or terminated if, in your reasonable judgment, there as
been an event that "might affect" the extension of credit to certain
institutions.  This appears to include both positive and negative
effects.  Revise your disclosure to clarify those changes that
would allow amendment or termination of the offer.

6. We note that you may determine in your judgment whether certain
offer conditions have occurred or are satisfied.  See, for
example, the fourth bullet point.  In the absence of any objective
criteria, such as a standard of reasonableness, satisfaction of the
offer conditions in the sole discretion of the bidder is the equivalent
of a waiver of the offer condition.  When a bidder waives a material
offer condition, the offer must remain open for at least five
business days from the date notice of the waiver is provided to
security holders.  Please revise the conditions section to include
an objective standard for the determination of whether a condition
has been satisfied.

7. A tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or
indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification that the
conditions have been satisfied.  With this in mind, please revise
conditions (v), (vi) and (vii) in the fourth bullet point, which
are too broad.

8. Refer to the disclosure at the top of page 11, which relates to
the company`s determination whether the triggering of a condition
"make[s] it undesirable or inadvisable" to proceed with the offer.
Please note that, when a condition is triggered and the company
decides to proceed with the offer anyway, we believe that this
constitutes a waiver of the triggered condition(s). You may not
rely on this language to tacitly waive a condition of the offer
by failing to assert it.  Please confirm your understanding on a
supplemental basis.

Beneficial Ownership of Directors and Executive Officers, page 18

9. We note the disclosure in note 1.  Revise the second table to
disclose the number of shares beneficially owned by each party
listed, both before and after the tender offer, along with the
percentages you have disclosed.

10. Please refer again to note 1.  Revise the note to clarify
whether the options granted under the stock incentive plan are
exercisable within 60 days.  If so, revise the table to include
those shares in the number and percentage of shares beneficially
owned by the respective parties as required by Rule 13d-3(d).

11. Revise the table to include all shares beneficially owned by
each person as determined under Rule 13d-3.  It appears that the
parties identified in notes 2-4 may have beneficial ownership over
the shares disclosed there.

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.
Since the company and its management 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 acknowledging that

* the company 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 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.

Respond to our comments promptly.  Please furnish a response
letter, keying your response to our comment letter.  You should transmit
the letter via EDGAR under the label "CORRESP."  In the even that you
believe that compliance with any of the above comments is
inappropriate, provide a basis for such belief to the staff in the
response letter.  Please contact me at (202) 942-1881 if you have
any questions.

Sincerely,

Abby Adams
Special Counsel
Office of Mergers and Acquisitions

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