SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 1)



Dover Motorsports, Inc.
(Name of Issuer)

Common Stock $0.10 Par Value Per Share
(Title of Class of Securities)



_________260174107_________
(CUSIP Number)

James E. McKee
Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5294
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)


______________________August 16, 2002________________________
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box  0.




CUSIP No. 260174107
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Gabelli Funds, LLC I.D. NO.  13-4044523
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)

3
SEC USE ONLY

4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
   00-Funds of investment advisory clients

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)


6
CITIZENSHIP OR PLACE OF ORGANIZATION
   New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH
:
7
:
:
:
SOLE VOTING POWER

  184,000    (Item 5)

:
8
:
:
:
SHARED VOTING POWER

NONE

:
9
:
:
:
SOLE DISPOSITIVE POWER

   184,000    (Item 5)

:10
:
:
:
SHARED DISPOSITIVE POWER

NONE
11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

184,000   (ITEM 5)
12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     1.18%
14



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    IA
CUSIP No. 260174107

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

GAMCO Investors, Inc.
I.D. NO.  13-4044521
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)

3
SEC USE ONLY

4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 00-Funds of investment advisory clients

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)


6
CITIZENSHIP OR PLACE OF ORGANIZATION
   New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH
:
7
:
:
:
SOLE VOTING POWER

656,000 (Item 5)

:
8
:
:
:
SHARED VOTING POWER

NONE

:
9
:
:
:
SOLE DISPOSITIVE POWER

663,500 (Item 5)

:10
:
:
:
SHARED DISPOSITIVE POWER

NONE
11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

663,500 (Item 5)
12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.25%
14



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    IA, CO

CUSIP No. 260174107
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Gabelli Group Capital Partners, Inc.  I.D. NO.  13-3056041
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)

3
SEC USE ONLY

4
Source of funds (SEE INSTRUCTIONS)
   None

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)


6
CITIZENSHIP OR PLACE OF ORGANIZATION
   New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH
:
7
:
:
:
SOLE VOTING POWER

None

:
8
:
:
:
SHARED VOTING POWER

NONE

:
9
:
:
:
SOLE DISPOSITIVE POWER

NONE

:10
:
:
:
SHARED DISPOSITIVE POWER

NONE
11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

NONE
12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

NONE
14



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    HC, CO

CUSIP No. 260174107
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Gabelli Asset Management Inc.
I.D. NO.  13-4007862
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)

3
SEC USE ONLY

4
Source of funds (SEE INSTRUCTIONS)
None

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)


6
CITIZENSHIP OR PLACE OF ORGANIZATION
   New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH
:
7
:
:
:
SOLE VOTING POWER

None

:
8
:
:
:
SHARED VOTING POWER

NONE

:
9
:
:
:
SOLE DISPOSITIVE POWER

NONE

:10
:
:
:
SHARED DISPOSITIVE POWER

NONE
11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

NONE
12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.00%

14



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    HC, CO

CUSIP No. 260174107
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Marc J. Gabelli
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)

3
SEC USE ONLY

4
Source of funds (SEE INSTRUCTIONS)
  None

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)


6
CITIZENSHIP OR PLACE OF ORGANIZATION
   USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH
:
7
:
:
:
SOLE VOTING POWER

None

:
8
:
:
:
SHARED VOTING POWER

NONE

:
9
:
:
:
SOLE DISPOSITIVE POWER

NONE

:10
:
:
:
SHARED DISPOSITIVE POWER

NONE
11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

NONE
12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

None
14



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    IN

CUSIP No. 260174107
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Mario J. Gabelli
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)

3
SEC USE ONLY

4
Source of funds (SEE INSTRUCTIONS)
 None

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)


6
CITIZENSHIP OR PLACE OF ORGANIZATION
   USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH
:
7
:
:
:
SOLE VOTING POWER

None

:
8
:
:
:
SHARED VOTING POWER

NONE

:
9
:
:
:
SOLE DISPOSITIVE POWER

NONE

:10
:
:
:
SHARED DISPOSITIVE POWER

NONE
11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

NONE
12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.00%
14



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    IN

Item 1.		Security and Issuer
This Amendment No. 1 to Schedule 13D on the Common Stock of Dover
Motorsports, Inc. (the "Issuer") is being filed on behalf of the undersigned to
amend the Schedule 13D, as amended (the "Schedule 13D") which was originally
filed on March 18, 1990.  Unless otherwise indicated, all capitalized terms
used herein but not defined herein shall have the same meanings as set forth in
the Schedule 13D.

Item 2.		Identity and Background
		This statement is being filed by Mario J. Gabelli ("Mario
Gabelli"), Marc J. Gabelli ("Marc Gabelli") and various entities which either
one directly or indirectly controls or for which either one acts as chief
investment officer.  These entities, except for Lynch Corporation ("Lynch"),
Western New Mexico Telephone Company ("Western New Mexico"), Lynch Telephone
Corporation ("Lynch Telephone"), Lynch Interactive Corporation ("Interactive"),
Brighton Communications Corporation ("Brighton") and Inter-Community Telephone
Company ("Inter-Community") (collectively, "Lynch and its affiliates"), engage
in various aspects of the securities business, primarily as investment adviser
to various institutional and individual clients, including registered
investment companies and pension plans, as broker/dealer and as general partner
of various private investment partnerships.  Certain of these entities may also
make investments for their own accounts.
	The foregoing persons in the aggregate often own beneficially more than
5% of a class of a particular issuer.  Although several of the foregoing
persons are treated as institutional investors for purposes of reporting their
beneficial ownership on the short-form Schedule 13G, the holdings of those who
do not qualify as institutional investors may exceed the 1% threshold presented
for filing on Schedule 13G or implementation of their investment philosophy may
from time to time require action which could be viewed as not completely
passive.  In order to avoid any question as to whether their beneficial
ownership is being reported on the proper form and in order to provide greater
investment flexibility and administrative uniformity, these persons have
decided to file their beneficial ownership reports on the more detailed
Schedule 13D form rather than on the short-form Schedule 13G and thereby to
provide more expansive disclosure than may be necessary.
	(a), (b) and (c) - This statement is being filed by one or more of the
following persons: Gabelli Group Capital Partners, Inc. ("Gabelli Partners"),
Gabelli Asset Management Inc. ("GAMI"), Gabelli Funds, LLC ("Gabelli Funds"),
GAMCO Investors, Inc. ("GAMCO"), Gabelli Securities, Inc. ("GSI"), Gabelli &
Company, Inc. ("Gabelli & Company"), Gabelli Performance Partnership L.P.
("GPP"), Gabelli Associates Fund ("GAF"), Gabelli Associates Fund II ("GAF
II"), Gabelli Associates Limited ("GAL"), Gabelli & Company, Inc. Profit
Sharing Plan (the "Plan"), Gabelli International Limited ("GIL"), Gabelli
International II Limited ("GIL II"),  ALCE Partners, L.P.  ("ALCE"), Gabelli
Multimedia Partners, L.P. ("Multimedia Partners"), MJG Associates, Inc. ("MJG
Associates"), Gemini Capital Management LLC ("Gemini"), Gabelli Fund, LDC
("LDC"), Gabelli Foundation, Inc. ("Foundation"), Gabelli Global Partners
Master Fund, Ltd. ("GGP "), Gabelli European Partners Master Fund, Ltd. ("GEP
"), Mario Gabelli, Marc Gabelli, Lynch, Western New Mexico, Lynch Telecom,
Lynch Telephone and Inter-Community.  Those of the foregoing persons signing
this Schedule 13D are hereafter referred to as the "Reporting Persons".
	Gabelli Partners makes investments for its own account and is the parent
company of GAMI.  GAMI, a public company listed on the New York Stock Exchange,
is the parent company for a variety of companies engaged in the securities
business, each of which is named below.
	GAMCO, a wholly-owned subsidiary of GAMI, is an investment adviser
registered under the Investment Advisers Act of 1940, as amended ("Advisers
Act").  GAMCO is an investment manager providing discretionary managed account
services for employee benefit plans, private investors, endowments, foundations
and others.
	GSI, a majority owned subsidiary of GAMI, acts as a general partner or
investment manager to limited partnerships and offshore investment companies
and as a part of its business regularly purchases and sells securities for its
own account.  It is the immediate parent of Gabelli & Company.
	Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-dealer
registered under the Securities Exchange Act of 1934, as amended ("1934 Act"),
which as a part of its business regularly purchases and sells securities for
its own account.
	GAF is a New York limited partnership whose primary business purpose is
risk arbitrage investments.  GSI and Mario Gabelli are the general partners of
GAF.
	GAF II is a Delaware limited partnership whose primary business purpose
is risk arbitrage investments.  GSI is the general partner of GAF II.
	GAL is a corporation whose primary business purpose is risk arbitrage
investments.  Shares of GAL's common stock are offered to persons who are
neither citizens nor residents of the United States and may be offered to a
limited number of U.S. investors.  GSI is the investment manager of GAL.
	Gabelli Funds, a wholly owned subsidiary of GAMI, is a limited liability
company. Gabelli Funds is an investment adviser registered under the Advisers
Act which presently provides discretionary managed account services for The
Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The
Gabelli Convertible Securities Fund, Inc., The Gabelli Value Fund Inc., The
Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC
Fund, The Gabelli Global Telecommunications Fund, Gabelli Gold Fund, Inc., The
Gabelli Global Multimedia Trust Inc., The Gabelli Global Convertible Securities
Fund, Gabelli Capital Asset Fund, Gabelli International Growth Fund, Inc., The
Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Global
Opportunity Fund, The Gabelli Utilities Fund and The Gabelli Blue Chip Value
Fund (collectively, the "Funds"), which are registered investment companies.
	Gabelli Advisers, Inc. ("Gabelli Advisers"), a subsidiary of GAMI, is an
investment adviser which provides discretionary advisory services to The
Gabelli Westwood Mighty Mitessm Fund.
	The Plan, a qualified employee profit sharing plan, covers substantially
all employees of GAMI and its affiliates.
	GPP is a limited partnership whose primary business purpose is investing
in securities.  MJG Associates provides services to GPP, and Mario Gabelli is
the general partner and a portfolio manager for GPP.
	GIL is a corporation whose primary business purpose is investing in a
portfolio of equity securities and securities convertible into, or exchangeable
for, equity securities in order to achieve its investment objective of
significant long-term growth of capital.  Shares of GIL's common stock are
offered to persons who are neither citizens nor residents of the United States
and may be offered to a limited number of U.S. investors.  MJG Associates is
the Investment Manager of GIL. Mario Gabelli is a portfolio manager for GIL and
Chairman of the Board of Directors of GIL.
	GIL II is a corporation whose business purpose is investing primarily in
a portfolio of equity securities and securities convertible into, or
exchangeable for, equity securities in order to achieve its investment
objective of significant long-term growth of capital.  Shares of GIL II's
common stock are offered to persons who are neither citizens nor residents of
the United States and may be offered to a limited number of U.S. investors.
MJG Associates is the Investment Manager of GIL II.  Mario Gabelli is a
portfolio manager and Chairman of the Board of Directors of GIL II.
	ALCE is an investment limited partnership that seeks long-term capital
appreciation primarily through investments in public and private equity
securities.  GSI is a general partner of ALCE.
	Multimedia Partners is an investment limited partnership whose objective
is to provide long-term capital appreciation by investing primarily in public
and private multimedia communications companies.  GSI is a general partner of
Multimedia Partners.
	GGP is a corporation whose primary business purpose is investing in
securities on a global basis.  Gabelli Securities International Limited and
Gemini Capital Management, LLC are the investment advisors of GGP and Marc
Gabelli is the portfolio manager for GGP.
	GEP is a corporation whose primary business purpose is investing in
securities of European Companies.  Gabelli Securities International Limited is
the investment advisor of GEP and Marc Gabelli is a portfolio manager for GEP.
	LDC is a corporation whose business purpose is investing primarily in a
portfolio of equity securities convertible into, or exchangeable for, equity
securities in order to achieve its investment objective of significant long-
term growth of capital.  Interests are offered to insurance companies which do
not conduct any business in the United States and which are licensed where they
do business.  MJG Associates is the Investment Manager of LDC.  Mario Gabelli
is a portfolio manager for LDC.
	MJG Associates provides advisory services to private investment
partnerships and offshore funds.  Mario Gabelli is the sole shareholder,
director and employee of MJG Associates.
	Gemini is a limited liability company whose primary business purpose is
to provide advisory services to offshore funds.  Marc Gabelli is the President
and Chief Investment Officer of Gemini.
The Foundation is a private foundation.  Mario Gabelli is the President,
a Trustee and the Investment Manager of the Foundation.
	Lynch is a public company traded on the American Stock Exchange engaged
in manufacturing.  Interactive is a public company listed on the American Stock
Exchange.  It is a holding company whose principal subsidiary is Brighton.
Brighton is a holding company with subsidiaries in multimedia and services
businesses.  Western New Mexico, a subsidiary of Brighton, provides local
telephone services in an area in Southwestern New Mexico.  Inter-Community,
which is also a subsidiary of Brighton, provides local telephone services in an
area 40 miles west of Fargo, North Dakota.  Lynch Telephone, a subsidiary of
Brighton, is a holding company that owns interests in Western New Mexico and
other entities.  Lynch and its affiliates actively pursue new business ventures
and acquisitions. Lynch and its affiliates make investments in marketable
securities to preserve capital and maintain liquidity for financing their
business activities and acquisitions and are not engaged in the business of
investing, reinvesting, or trading in securities.
Mario J. Gabelli is a director, officer and a substantial shareholder of
Lynch and Interactive.
	Mario Gabelli is the majority stockholder and Chairman of the Board of
Directors and Chief Executive Officer of Gabelli Partners and GAMI, and the
Chief Investment Officer for each of the Reporting Persons other than Gemini,
GGP, and GEP.  Gabelli Partners is the majority shareholder of GAMI. GAMI, in
turn, is the sole stockholder of GAMCO.  GAMI is also the majority stockholder
of GSI and the largest shareholder of Gabelli Advisers.  Gabelli & Company is a
wholly-owned subsidiary of GSI.  Marc Gabelli is the majority stockholder of
Gemini.
	The Reporting Persons do not admit that they constitute a group.
	Gabelli Partners, GAMI, GAMCO, and Gabelli & Company are New York
corporations and GSI and Gabelli Advisers are Delaware corporations, each
having its principal business office at One Corporate Center, Rye, New York
10580.  Gabelli Funds is a New York limited liability company having its
principal business office at One Corporate Center, Rye, New York 10580.  GPP is
a New York limited partnership having its principal business office at One
Corporate Center, Rye, New York 10580.  MJG Associates is a Connecticut
corporation having its principal business office at 8 Sound Shore Dr.,
Greenwich, CT 06830. GAF is a New York limited partnership having its principal
business office at One Corporate Center, Rye, New York 10580.  ALCE, Multimedia
Partners, and GAF II are Delaware limited partnerships each having its
principal business office at One Corporate Center, Rye, New York 10580. GAL and
GIL are corporations organized under the laws of the British Virgin Islands
having their principal business office at c/o Fortis Fund Services (Cayman)
Limited, Grand Pavilion, Commercial Centre, 802 West Bay Road, Grand Cayman,
British West Indies.  GIL II is a corporation organized under the laws of the
British Virgin Islands having their principal business office at c/o Coutts &
Company (Cayman) Limited, West Bay Road, Grand Cayman, British West Indies.
GGP and GEP are corporations organized under the laws of the British Virgin
Islands each having its principal business office at c/o Goldman Sachs (Cayman)
Trust, Limited, P.O. Box 896 GT, Harbour Center, 2nd Floor, North Church Street,
Grand Cayman, British West Indies.  Gemini is a Delaware limited liability
company having its principal business office at One Corporate Center, Rye, New
York 10580.  LDC is a corporation organized under the laws of the British
Virgin Islands having its principal business office at c/o Tremont (Bermuda)
Limited, Tremont House, 4 Park Road, Hamilton HM II, Bermuda.  The Foundation
is a Nevada corporation having its principal offices at 165 West Liberty
Street, Reno, Nevada 89501.  Lynch is an Indiana corporation having its
principal business office at 50 Kennedy Plaza, Suite 1250, Providence, Rhode
Island 02903.  Interactive, Brighton, and Lynch Telephone are Delaware
corporations, each having its principal place of business at One Corporate
Center, Rye, New York 10580.  Western New Mexico is a Delaware corporation,
having its principal place of business at 314 W. Yankee Street, Silver City,
New Mexico 88062.  Inter-Community is a North Dakota corporation, having its
principal place of business at 556 Main Street, Nome, North Dakota 58062.
	For information required by instruction C to Schedule 13D with respect to
the executive officers and directors of the foregoing entities and other
related persons (collectively, "Covered Persons"), reference is made to
Schedule I annexed hereto and incorporated herein by reference.
		(f)  - Reference is made to Schedule I hereto.
Item 3.		Source and Amount of Funds or Other Consideration
		The Reporting Persons used an aggregate of approximately $44,675 to
purchase the Securities reported as beneficially owned in Item 5. GAMCO used
approximately $44,675 of funds that were provided through the accounts of
certain of its investment advisory clients (and, in the case of some of such
accounts at GAMCO, may be through borrowings from client margin accounts) in
order to purchase the Securities for such clients.

Item 4.		Purpose of Transaction
Item 4 to Schedule 13D is amended, in pertinent part, as follows:
On August 16, 2002, Mario Gabelli sent a letter to the Chairman of
the Issuer regarding the sale of Issuer's common stock to insiders of the
Issuer.  A copy of the letter is attached hereto as Exhibit A.

Item 5.		Interest In Securities Of The Issuer
(a) The aggregate number of Securities to which this Schedule 13D
relates is 847,500 shares, representing 5.43 % of the 15,611,052 shares
outstanding as reported by the Issuer on  August 12, 2002. The Reporting
Persons beneficially own those Securities as follows:

Name
Shares of
Common Stock
% of Class of
Common
Gabelli Funds

184,000
1.18%
GAMCO
663,500
4.25%

Mario Gabelli

0

0.00%

Marc Gabelli

0

0.00%

Mario Gabelli is deemed to have beneficial ownership of the
Securities owned beneficially by each of the foregoing persons other than Marc
Gabelli and Gemini. Marc Gabelli is deemed to have beneficial ownership of the
Securities owned by Gemini. GSI is deemed to have beneficial ownership of the
Securities beneficially owned by ALCE, GMP, GAL, Gabelli Associates and Gabelli
& Company.  MJG Associates is deemed to have beneficial ownership of the
Securities beneficially owned by GPP, GIL, GIL II and LDC.  GAMI and Gabelli
Partners are deemed to have beneficial ownership of the Securities owned
beneficially by each of the foregoing persons other than Mario Gabelli, Marc
Gabelli, Gemini and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole
power to vote or direct the vote and sole power to dispose or to direct the
disposition of the Securities reported for it, either for its own benefit or
for the benefit of its investment clients or its partners, as the case may be,
except that (i) GAMCO does not have the authority to vote 7,500 of the reported
shares, (ii) Gabelli Funds has sole dispositive and voting power with respect
to the shares of the Issuer held by the Funds so long as the aggregate voting
interest of all joint filers does not exceed 25% of their total voting interest
in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall
respectively vote that Fund's shares, (iii) at any time, the Proxy Voting
Committee of each such Fund may take and exercise in its sole discretion the
entire voting power with respect to the shares held by such fund under special
circumstances such as regulatory considerations, and (iv) the power of Mario
Gabelli, Marc Gabelli, GAMI, and Gabelli Partners is indirect with respect to
Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities
which were effected during the past sixty days or since the most recent filing
on Schedule 13D, whichever is less, by each of the Reporting Persons and
Covered Persons is set forth on Schedule II annexed hereto and incorporated
herein by reference.
(e) Not applicable.

Item 7. 	Material to be Filed as an Exhibit
		The following Exhibit A is attached hereto.
The following Exhibit B is incorporated by reference to Exhibit C
in the Amendment No. 8 to Schedule 13D of the Reporting Persons with respect to
Edgewater Technologies, Inc.

Exhibit A:
Letter from Mario J. Gabelli to Henry B. Tippie dated
August 15, 2002.

Exhibit B:
Powers of Attorney to Stephen M. Detore, Douglas R. Jamieson,
and James E. McKee from Robert E. Dolan

Powers of Attorney to Stephen M. Detore, Douglas R. Jamieson,
and James E. McKee from Raymond H. Keller.

Powers of Attorney to Stephen M. Detore, Douglas R.
Jamieson,, and James E. McKee from Mario J. Gabelli.

Powers of Attorney to Stephen M. DeTore, Karyn M. Nappi, and
James E. McKee from Marc J. Gabelli.










Signature
	After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated:	August 16, 2002

MARIO J. GABELLI
MARC J. GABELLI



By:/s/ James E. McKee
    James E. McKee
    Attorney-in-Fact



GABELLI GROUP CAPITAL PARTNERS, INC.
GABELLI ASSET MANAGEMENT INC.
GABELLI FUNDS, LLC


By:/s/ James E. McKee
    James E. McKee
    Secretary


GAMCO INVESTORS, INC.


By:/s/ Douglas R. Jamieson
     Douglas R. Jamieson
    Executive Vice President


Schedule I

Information with Respect to Executive
Officers and Directors of the Undersigned

Schedule I to Schedule 13D is amended, in pertinent part, as
follows:

The following sets forth as to each of the executive officers and
directors of the undersigned: his name; his business address; his
present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted.  Unless otherwise specified,
the principal employer of each such individual is Gabelli Group
Capital Partners, Inc., Gabelli Asset Management Inc., Gabelli
Funds, LLC, Gabelli & Company, Inc., or GAMCO Investors, Inc., the
business address of each of which is One Corporate Center, Rye, New
York 10580, and each such individual identified below is a citizen
of the United States.  To the knowledge of the undersigned, during
the last five years, no such person has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), and no such person was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities law or finding
any violation with respect to such laws except as reported in Item
2(d) of this Schedule 13D.




Gabelli Group Capital Partners,
Inc.
Directors:

	Mario J. Gabelli

Chief Executive Officer and Chief Investment
Officer of Gabelli Group Capital Partners, Inc.,
Gabelli Asset Management Inc., and GAMCO
Investors, Inc.; Director/Trustee of all
registered investment companies advised by Gabelli
Funds, LLC; Chairman and Chief Executive Officer
of Lynch Interactive Corporation; Vice Chairman of
Lynch Corporation.

	Richard B. Black
Vice Chairman of the Board of Directors of Oak
Technology, Inc.; Chairman of ECRM; Director of
The Morgan Group, Inc.; General Partner of KBA
Partners
Parker Plaza
400 Kelby Street
Fort Lee, NJ   07029

	Charles C. Baum





Chairman, Director and Chief Executive Officer of
The Morgan Group, Inc.; Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD   21223

	Eamon M. Kelly
Professor
Payson Center for International
Development Technology Transfer
Tulane University
300 Gibson Hall
6823 St. Charles Avenue
New Orleans, LA   70118

	Arnold M. Reichman
Business Consultant

	Marc J. Gabelli

Managing Director

	Matthew R. Gabelli

Vice President - Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580
Officers:

	Mario J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
               Vincent J.
Capurso

Executive Vice President and Chief Financial
Officer
	Robert S. Zuccaro
Vice President

	James E. McKee

Vice President, General Counsel and Secretary

Gabelli Asset Management
Inc.
Directors:

	Raymond C. Avansino,
Jr.
Chairman
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501

	Mario J. Gabelli

See Above
	Paul B. Guenther

Chairman
New York Philharmonic
10 Lincoln Center Plaza
New York, NY 10023

	John C. Ferrara
President
SPACE.com
120 West 45th Street
New York, NY 10036

	Dr. Eamon M. Kelly
See Above

	Karl Otto Pohl (1)
Sal. Oppenheim jr. & Cie.
Bockenheimer Landstrasse 20
D-6000 FRANKFURT AM MAIN
Germany

Officers:



	Mario J. Gabelli


Chairman, Chief Executive Officer and Chief
Investment Officer

	Robert S. Zuccaro
Vice President and Chief Financial Officer

	James E. McKee

Vice President, General Counsel and Secretary

GAMCO Investors, Inc.
Directors:


	Douglas R. Jamieson
	Joseph R. Rindler,
Jr.
	Regina M. Pitaro
	F. William Scholz, II
	William S. Selby


Officers:


	Mario J. Gabelli
Chief Executive Officer and Chief Investment
Officer

	Joseph R. Rindler,
Jr.
Chairman

	Douglas R. Jamieson
Executive Vice President and Chief Operating
Officer

	Robert S. Zuccaro
Vice President and Chief Financial Officer

	James E. McKee

Vice President, General Counsel and Secretary
Gabelli Funds, LLC
Officers:


	Mario J. Gabelli

Chief Investment Officer
	Bruce N. Alpert
Executive Vice President and Chief Operating
Officer

	Gus Coutsouros
Vice President and Chief Financial Officer

	James E. McKee
Secretary

Gabelli Advisers, Inc.
Directors:


	Bruce N. Alpert
	John D. Gabelli
	Joseph R. Rindler.
Jr.


Officers:


	Bruce N. Alpert
Chief Operating Officer

               Gus
Coutsouros

Chief Financial Officer
	James E. McKee
Secretary


Gabelli Securities, Inc.


Directors:


	Robert W. Blake
President of W. R. Blake & Sons, Inc.
196-20 Northern Boulevard
Flushing, NY   11358

	Douglas G. DeVivo
General Partner of ALCE Partners, L.P.
One First Street, Suite 16
Los Altos, CA   94022

	Joseph R. Rindler,
Jr.
See above

Officers:


	Robert S. Zuccaro
Vice President-Finance

	James E. McKee
Secretary

Gabelli & Company, Inc.
Directors:


	James G. Webster, III
Chairman & Interim President

	Irene Smolicz
Senior Trader
Gabelli & Company, Inc.

	Robert S. Zuccaro
See above

Officers:


	James G. Webster, III
Chairman & Interim President

	Bruce N. Alpert
Vice President - Mutual Funds

	Walter K. Walsh
Compliance Officer

	James E. McKee
Secretary

Gabelli Associates Limited
Directors:

	Mario J. Gabelli
See above - Gabelli Group Capital Partners, Inc.

	MeesPierson Management
	(Cayman)
               Limited


Grand Pavillion, Commercial Center
802 West Bay Rd.
Grand Cayman, British West Indies

	MeesPierson Nominees
(Cayman)
               Limited

Grand Pavillion, Commercial Center
802 West Bay Rd.
Grand Cayman, British West Indies

Officers:


	Mario J. Gabelli
Chief Investment Officer

	Kevin Bromley (2)
Vice President, Treasurer and Assistant Secretary

	Sandra Wright (2)
Secretary and Assistant Treasurer

Gabelli International Limited
Directors:


	Mario J. Gabelli
See above - Gabelli Group Capital Partners, Inc.

	MeesPierson Management
	(Cayman)
               Limited


Grand Pavillion, Commercial Center
802 West Bay Rd.
Grand Cayman, British West Indies







Gabelli Fund, LDC
Directors:

	Johann S. Wong (4)
c/o Tremont (Bermuda) Limited
Tremont House
4 Park Road
Hamilton, HM11
Bermuda

	Peter D. Anderson (5)
Givens Hall Bank & Trust
Genesis Building
P.O. Box 2097
Grand Cayman, Cayman Islands
BWI 3459498141

	Karl Otto Pohl
See above

	Anthonie C. van Ekris

See below
Gabelli Global Partners Master
Fund, Ltd.
Directors:


	Marc J. Gabelli
See above

	Patrick Salvisberg (6)
Vice President
Institutional Capital Markets Bear Stearns
International Ltd.

	Marco Sampelligrani (7)
Trader, Gabelli Securities, Inc.

	Anthonie C. Van Ekris
See below

Gabelli European Partners Master
Fund, Ltd.
Directors:


	Marc J. Gabelli
See above

	Patrick Salvisberg (6)
See above

	Marco Sampelligrani (7)
See above

	Anthonie C. Van Ekris
See below


Lynch Corporation,
50 Kennedy Plaza, Suite 1250, Providence, RI 02903

Directors:


	Mario J. Gabelli
See above - Gabelli Group Capital Partners, Inc.

	E. Val Cerutti
Business Consultant, Cerutti Consultants
227 McLain Street
Mount Kisco, NY   10540

	Ralph R. Papitto
Chairman and Chief Executive Officer

	Avrum Gray

Gbar Limited Partnership
440 South LaSalle, Suite 2900
Chicago, IL 60605

Officers:



	Ralph R. Papitto

See above
	Mario J. Gabelli
See above

	Richard E. McGrail
President and Chief Operations Officer

	Raymond H. Keller
Vice President and Chief Financial Officer



Lynch Interactive Corporation,
401 Theodore Fremd Avenue Rye, NY 10580


Directors:


	Paul J. Evanson
President
Florida Light & Power Co.
P.O. Box 14000
700 Universe Blvd.
Juno Beach, FL 33408

	Mario J. Gabelli
See above - Gabelli Group Capital Partners, Inc.

	Ralph R. Papitto
Chairman and CEO
Lynch Corporation
50 Kennedy Plaza - Suite 1250
Providence, RI   02903

	Salvatore Muoio
Principal
S. Muoio & Co., LLC
Suite 406
509 Madison Ave.
New York, NY 10022

	John C. Ferrara
See above

	David C. Mitchell
Business Consultant
c/o Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, NY 10580

	Vincent S. Tese
Lawyer, Investment Adviser and Cable Television
Executive
c/o Bear Stearns & Company, Inc.
245 Park Avenue, 19th Floor
New York, NY 10167

Officers:


	Mario J. Gabelli
Chairman and Chief Executive Officer

	Robert E. Dolan

Chief Financial Officer
               John Fikre

Vice President - Corporate Development, General
Counsel, and Secretary

Brighton Communications Corporation
401 Theodore Fremd Avenue Rye, NY 10580
Directors:


	Robert E. Dolan

See above - Lynch Interactive Corporation
	John Fikre

See above - Lynch Interactive Corporation
Officers:


	Robert E. Dolan

President, Controller, Tresurer and Assistant
Secretary


Western New Mexico Telephone Company,
314 Yankee Street, Silver City, NM   88062

Directors:


	Jack W. Keen
Chairman and President

	Dr. Brian E. Gordon
Vice President

	Mary Beth Baxter
Secretary & Treasurer

	John Clay Keen
Route 6
Box 270
Greenville, TX 75401

	Robert E. Dolan
See above - Lynch Corporation

	Carmine Ceraolo
See above - Lynch Corporation

	Mary J. Carroll

See above - Lynch Corporation

	Eugene P. Connell
See above - Lynch Corporation

Officers:


	Jack W. Keen
Chairman and President

	Dr. Brian E. Gordon
Vice President

	Charles M. Baxter
Senior Vice President - Operations

	Mary Beth Baxter
Secretary & Treasurer



Inter-Community Telephone Company, L.L.C.
P.O. Box A, Nome, ND   58062

Managers:


	Carole Rau
Executive Assistant
Lynch Corporation
401 Theodore Fremd Ave.
Rye, NY 10580

	Mary J. Carroll
See above - Lynch Corporation

	Robert E. Dolan
See above - Lynch Corporation

	Carmine P. Ceraolo
Assistant Controller
Lynch Corporation
401 Theodore Fremd Ave
Rye, NY 10580

	Robert Snyder
200 Broadway South, Buffalo, ND   58011

	Keith S. Andersen
See above - Inter-Community Telephone Company

	Robert Reff
See above - Inter-Community Telephone Company


	Jack Bently
1210 E. Washington Ave
Gilbert, AZ 85234

Officers:


            Robert Snyder
President

            Keith S. Andersen
Secretary and Treasurer



Lynch Telephone Corporation,
401 Theodore Fremd Avenue, Rye, NY 10580

Directors:


	Robert E. Dolan
See above - Lynch Interactive Corporation

	Jack W. Keen
See above - Western New Mexico Telephone Company

Officers:


	Jack W. Keen
President

	Mary Beth Baxter
Treasurer and Assistant Secretary

	Robert E. Dolan
Vice President and Controller

	(1) Citizen of Germany

	(2) Citizen of the Cayman Islands

	(3) Citizen of Bermuda

	(4) Citizen of Bermuda and Canada

	(5) Citizen of the UK

	(6) Citizen of Switzerland

	(7) Citizen of Italy





Exhibit A


August 15, 2002


Mr. Henry B. Tippie
Chairman
Dover Motorsports, Inc.
1131 North DuPont Highway
Dover, Delaware 19901

Dear Henry:

It was good chatting with you today. I have been a long admirer of all
that you accomplished.

We have been accumulating Dover Motorsports and Dover Entertainment since
the death of John Rollins and since the company was split into two parts.

However, not all is rosy. The sale of 1.2 million shares at $4.30 to four
insiders on August 9, requires analysis and our comment.

While I am sure that your lawyers and investment bankers opined this
transaction was legal, and economic and cash conditions made it expedient, I
don't think the transaction passes the smell test. It certainly doesn't pass
mine. (Normally, I would say this transaction stinks to the high paddocks!)

Since the Board felt it needed the money and concluded it was necessary
to do it immediately, I will echo my comment to bring fairness back to the
process. You should have a non-transferable rights offering for all the
shareholders who did not participate in this transaction.

For purposes of discussion, assume that there are
40 million shares outstanding, that insiders who participated in the
transaction own 8 million shares, or 20% (your statement). You would offer all
shareholders other than the insiders a non-transferable right to purchase one
share of stock for every eight shares they own at the same price, or $4.30 per
share.

A rights offering could be accomplished without an
underwriter, at an extraordinary low per share cost. Since our firm has
participated in rights offerings, we will share with you at no fee and at any
time, our knowledge.

We know that you will examine our proposal and suggestions in light of
what is fair and in light of what is appropriate.

							Sincerely,


							/s/
							Mario J. Gabelli

MJG/rp

cc: R. Randall Rollins
    Gary W. Rollins