COMMITTED LINE OF CREDIT NOTE

$20,000,000.00                                                January 31, 1997


FOR VALUE RECEIVED, DOVER DOWNS ENTERTAINMENT, INC., a Delaware
corporation (the "Borrower"), promises to pay to the order of PNC BANK,
DELAWARE (the "Bank"), in lawful money of the United States of America
in immediately available funds at its offices located at 222 Delaware
Avenue, Wilmington, Delaware 19801, or at such other location as the
Bank may designate from time to time, the principal sum of TWENTY
MILLION AND 00/100 DOLLARS ($20,000,000.00) (the "Facility") or such
lesser amount as may be advanced to or for the benefit of the Borrower
hereunder, together with interest accruing on the outstanding principal
balance from the date hereof, as provided below:

1.  Rate of Interest.  Amounts outstanding under this Note will bear
interest at a rate per annum which is at all times equal to the sum of
the Prime Rate minus three quarters of one percent (.75%).

Interest will be calculated on the basis of a year of 360 days for the
actual number of days in each interest period.  As used herein, "Prime
Rate" shall mean the rate publicly announced by the Bank from time to
time as its prime rate.  The Prime Rate is not tied to any external
rate or index and does not necessarily reflect the lowest rate of
interest actually charged by the Bank to any particular class or
category of customers.  If and when the Prime Rate changes, the rate of
interest on this Note will change automatically without notice to the
Borrower, effective on the date of any such change.  In no event will
the rate of interest hereunder exceed the maximum rate allowed by law.

2.  Advances.  The Borrower may borrow, repay and reborrow hereunder
until the Expiration Date, subject to the terms and conditions of this
Note and the Loan Documents (as defined herein).  The "Expiration Date"
shall mean January 29, 1998, or such later date as may be designated by
the Bank by written notice from the Bank to the Borrower.  The Borrower
acknowledges and agrees that in no event will the Bank be under any
obligation to extend or renew the Facility or this Note beyond the
initial Expiration Date.  

3. Advance Procedures.  A request for advance made by telephone must be
promptly confirmed in writing by such method as the Bank may require. 
The Borrower authorizes the Bank to accept telephonic requests for
advances, and the Bank shall be entitled to rely upon the authority of
any person providing such instructions.  The Borrower hereby
indemnifies and holds the Bank harmless from and against any and all
damages, losses, liabilities, costs and expenses (including reasonable
attorneys' fees and expenses) which may arise or be created by the
acceptance of such telephone requests or making such advances.  The
Bank will enter on its books and records, which entry when made will be
presumed correct, the date and amount of each advance, as well as the
date and amount of each payment made by the Borrower.

4.  Payment Terms.  Accrued interest will be due and payable on the
first day of each month, as billed by the Bank.  The outstanding
principal balance and any accrued but unpaid interest shall be due and
payable in full on the Expiration Date.

If any payment under this Note shall become due on a Saturday, Sunday
or public holiday under the laws of the state of Delaware, such payment
shall be made on the next succeeding business day and such extension of
time shall be included in computing interest in connection with such
payment.  Payments received will be applied to charges, fees and
expenses (including attorneys' fees), accrued interest and principal in
any order the Bank may choose, in its sole discretion.

5.  Late Payments; Default Rate.  If the Borrower fails to make any
payment of principal, interest or other amount becoming due pursuant to
the provisions of this Note within 15 calendar days of the date due and
payable, the Borrower also shall pay to the Bank a late charge equal to
five percent (5.0%) of the amount of such payment.  Such 15-day period
shall not be construed in any way to extend the due date of any such
payment.  The late charge is imposed for the purpose of defraying the
Bank's expenses incident to the handling of delinquent payments and is
in addition to, and not in lieu of, the exercise by the Bank of any
rights and remedies hereunder, under the other Loan Documents or under
applicable laws, and any fees and expenses of any agents or attorneys
which the Bank may employ.  Upon maturity, whether by acceleration,
demand or otherwise, and at the option of the Bank upon the occurrence
of any Event of Default (as hereinafter defined) and during the
continuance thereof, this Note shall bear interest at a rate per annum
(based on a year of 360 days and actual days elapsed) which shall be
three percentage points (3.0%) in excess of the interest rate in effect
from time to time under this Note but not more than the maximum rate
allowed by law (the "Default Rate").  The contract interest rate(s)
herein shall continue to apply whether or not judgment shall be entered
on this Note.

6.  Prepayment.  The indebtedness evidenced by this Note may be prepaid
in whole or in part at any time without penalty.

7.  Other Loan Documents; Assumption of Obligations.  This Note is
issued in connection with a Credit Agreement bearing even date
herewith, guaranties and related documents, the terms of which are
incorporated herein by reference (the "Loan Documents").

8.  Events of Default.  The occurrence of any of the following events
will be deemed to be an "Event of Default" under this Note:  (i) the
nonpayment of any principal, interest or other indebtedness under this
Note when due; (ii) the occurrence of any event of default or default
and the lapse of any notice or cure period under any other debt,
liability or obligation to the Bank of any Borrower or any Guarantor of
this Note, including but not limited to any of the foregoing arising
under the Loan Documents or any other documents now or in the future
securing the obligations of any Borrower or any Guarantor to the Bank;
(iii) the filing by or against any Borrower or any Guarantor of any
proceeding in bankruptcy, receivership, insolvency, reorganization,
liquidation, conservatorship or similar proceeding, or any assignment
by any Borrower or any Guarantor for the benefit of creditors, or any
levy, garnishment, attachment or similar proceeding is instituted
against any property of any Borrower or any Guarantor held by or
deposited with the Bank; (iv) a default with respect to any other
indebtedness of any Borrower or any Guarantor for borrowed money in
excess of $500,000 in the aggregate, if the effect of such default is
to cause or permit the acceleration of such debt; (v) [omitted
intentionally]; (vi) the entry of a final judgment against any Borrower
or any Guarantor in excess of  $500,000 in the aggregate and the
failure of such Borrower or Guarantor to discharge the judgment within
ten days of the entry thereof; (vii) [omitted intentionally]; (viii)
any material adverse change in the business, assets, operations,
financial condition or results of operations of any Borrower or any
Guarantor (ix) the revocation or attempted revocation, in whole or in
part, of any guarantee by any Guarantor; (x) the death of any
individual Borrower or Guarantor or, if any Borrower is a partnership,
the death of any individual general partner; (xi) any representation or
warranty made by any Borrower or any Guarantor to the Bank in any
document, including but not limited to the Loan Documents or any other
documents now or in the future securing the obligations of any Borrower
or any Guarantor to the Bank, is false, erroneous or misleading in any
material respect; or (xii) the failure of any Borrower or any Guarantor
to observe or perform any covenant or other agreement with the Bank
contained in any document, including but not limited to the Loan
Documents or any documents now or in the future securing the
obligations of any Borrower or any Guarantor to the Bank.  As used
herein, the term "Guarantor" will mean any guarantor of the obligations
of the Borrower to the Bank existing on the date of this Note or
arising in the future.

Upon the occurrence of an Event of Default: (a) the Bank shall be under
no further obligation to make advances hereunder unless and until the
default is cured to the Bank's satisfaction; (b) if an Event of Default
specified in clause (iii) above shall occur, the outstanding principal
balance and accrued interest hereunder together with any additional
amounts payable hereunder, shall be immediately due and payable without
demand or notice of any kind; (c) if an Event of Default specified in
clause (i) shall occur and Borrower shall fail to effect a cure of such
Event of Default within ten (10) days of notice thereof from the Bank,
the outstanding principal balance and accrued interest hereunder,
together with any additional amounts payable hereunder, at the option
of the Bank and without demand or notice of any kind may be accelerated
and become immediately due and payable; (d) if any other Event of
Default shall occur and Borrower shall fail to effect a cure of such
Event of Default within thirty (30) days of notice thereof from the
Bank, the outstanding principal balance and accrued interest hereunder
together with any additional amounts payable hereunder, at the option
of the Bank and without further demand or notice of any kind may be
accelerated and become immediately due and payable; (e) at the option
of the Bank, this Note will bear interest at the Default Rate from the
date after the lapse of any applicable cure period with respect to the
Event of Default; and (f) the Bank may exercise from time to time any
of the rights and remedies available to the Bank under the Loan
Documents or under applicable law.

9.  Power to Confess Judgment.  The Borrower hereby empowers any
attorney of any court of record within the State of Delaware, after the
occurrence of any Event of Default hereunder, to appear for the
Borrower and confess judgment, or a series of judgments, against the
Borrower in favor of the Bank or any holder hereof for the entire
principal balance of this Note and all accrued interest, together with
costs of suit and an attorney's commission of $2,500.00 added as a
reasonable attorney's fee, and for doing so this Note or a copy
verified by affidavit shall be a sufficient warrant.  Interest on any
such judgment shall accrue at the Default Rate.

No single exercise of the foregoing power to confess judgment, or a
series of judgments, shall be deemed to exhaust the power, whether or
not any such exercise shall be held by any court to be invalid,
voidable, or void, but the power shall continue undiminished and it may
be exercised from time to time as often as the Bank shall elect until
such time as the Bank shall have received payment in full of the debt,
interest and costs.

10.  Miscellaneous.  No delay or omission of the Bank to exercise any
right or power arising hereunder shall impair any such right or power
or be considered to be a waiver of any such right or power or any
acquiescence therein nor shall the action or inaction of the Bank
impair any right or power resulting therefrom. The Borrower agrees to
pay on demand, to the extent permitted by law, all costs and expenses
incurred by the Bank in the enforcement of its rights in this Note and
any security therefor, including without limitation reasonable fees and
expenses of the Bank's counsel.  If any provision of this Note is found
to be invalid by a court, all the other provisions of this Note will
remain in full force and effect.

Except for notices of default as provided in Section 8 above, the
Borrower hereby forever waives presentment, demand, protest, notice of
dishonor, notice of nonpayment or default and any other notices of any
kind.  The Borrower also waives all defenses based on suretyship or
impairment of collateral.

If this Note is executed by more than one Borrower, the obligations of
such persons or entities hereunder will be joint and several.  This
Note shall bind the Borrower and the heirs, executors, administrators,
successors and assigns of the Borrower, and the benefits hereof shall
inure to the benefit of Bank and its successors and assigns.  All
references herein to the "Borrower" and "Bank" shall be deemed to apply
to the Borrower and Bank and their respective heirs, executors,
administrators, successors and assigns.

This Note has been delivered to and accepted by the Bank and will be
deemed to be made in the state of Delaware.  This Note will be
interpreted and the rights and liabilities of the parties hereto
determined in accordance with the laws of the state of Delaware,
excluding its conflict of laws rules.  The Borrower hereby agrees to
the jurisdiction of any state or federal court located within the state
of Delaware, and consents that all service of process be sent by
nationally recognized overnight courier service directed to Borrower at
the Borrower's address set forth herein and service so made will be
deemed to be completed on the date of actual delivery to the Borrower;
provided that nothing contained herein will prevent the Bank from
bringing any action or exercising any rights against any security or
against the Borrower individually, or against any property of the
Borrower within any other state or nation to enforce any award or
judgment obtained in the venue specified above, or such other venue as
the Bank chooses.  The Borrower waives any objection to venue and any
objection based on a more convenient forum in any action instituted
hereunder. 

12.  Waiver of Jury Trial.  Each of the Borrower and the Bank
irrevocably waive any and all rights they may have to a trial by jury
in any action, proceeding or claim of any nature relating to this Note,
any documents executed in connection with this note or any transaction
contemplated in any of such documents.  Each party acknowledges that
the foregoing waiver is knowing and voluntary.

The Borrower acknowledges that it has read and understood all the
provisions of this Note, including the confession of judgment and
waiver of jury trial, and has been advised by counsel as necessary or
appropriate.

WITNESS the due execution and sealing hereof with the intent to be
legally bound hereby.


WITNESS/ATTEST:                         DOVER DOWNS ENTERTAINMENT, INC.

__________________________              By:__________________________(SEAL)
                                        Denis McGlynn
                                        President


___________________________             By:__________________________(SEAL)
                                        Robert M. Comollo
                                        Treasurer



Borrower's Address:  1131 N. duPont Highway, Dover, DE 19901.