Mail Stop 3561

May 10, 2006


Via U.S. Mail

Mr. Denis McGlynn
President and Chief Executive Officer
Dover Motorsports, Inc.
1131 North DuPont Highway
Dover, Delaware 19901


	RE:	Dover Motorsports, Inc.
		Form 10-K for the year ended December 31, 2005
		Filed March 13, 2006
		Form 10-Q for the quarter ended March 31, 2006
		Filed May 8, 2006
		File No. 001-11929

Dear Mr. McGlynn:

We have reviewed your filings and have the following comments.  We
have limited our review of your filing to those issues we have
addressed in our comments and do not intend to expand our review
to
other portions of your documents.  Where indicated, we think you
should revise your documents in future filings in response to
these
comments.  If you disagree, we will consider your explanation as
to
why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In our
comments, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this
information,
we may 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 filings.  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.




Annual Report on Form 10-K for the year ended December 31, 2005
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 9
Liquidity and Capital Resources, page 11

1. We note from page 5 that your subsidiary, Dover International
Speedway has agreements with NASCAR for amounts to be paid in June
and September 2006.  Please tell us why you have not included
these
amounts in your liquidity discussion and/or table of contractual
obligations.  In future filings, please discuss the impact of
these
amounts on your liquidity if significant.


Note 3. Summary of Significant Accounting Policies, page 35
Accounting for stock-based compensation, page 37

2. Please confirm and revise future filings to clarify whether the
effect on your pro forma net earnings resulting from the
accelerated
vesting of certain unvested stock options during 2005 has been
reflected in the pro forma disclosures presented for the year
ended
December 31, 2005.  Refer to the guidance outlined in SAB Topic
14:K.


Other

3. We note in the Form 10-K, discussion of certain valuation
accounts, including accounts receivable reserves, inventory
reserves,
and deferred tax asset valuation allowances.  In future filings,
please present Schedule II as required by Regulation S-X, Rule 5-
04
or tell us why you are not required to do so.


Quarterly Report on Form 10-Q for the quarter ended March 31, 2006
Results of Operations, page 14

4. Please tell us and revise MD&A to explain in future filings the
nature and amount of the tax contingency accrual that was reversed
during the first quarter of fiscal 2006 and which positively
impacted
your effective tax rate for the period. As part of your response,
you
should also explain when and why this accrual was initially
established as well as the facts and circumstances that resulted
in
its reversal during the first quarter of 2006.



*    *    *    *


As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your response to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings to be certain that the filings
include all information required under the Securities Exchange Act
of
1934 and they have provided all information investors require for
an
informed investment decision.  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 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.

You may contact Heather Tress at (202) 551-3624 or me at (202)
551-
3813 if you have questions.

Sincerely,



Linda Cvrkel
Branch Chief

Mr. Denis McGlynn
Dover Motorsports, Inc.
May 10, 2006
Page 1