Dover Motorsports Inc - Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

MARATHON PARTNERS, L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY) 9/17/2007

3. Issuer Name and Ticker or Trading Symbol

DOVER MOTORSPORTS INC [DVD]

(Last) (First) (Middle)

52 VANDERBILT AVE, FL. 4

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

NEW YORK, NY 10017

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.10 Par Value	1657333	D ⁽¹⁾
Common Stock, $0.10 Par Value	1657333	I ⁽²⁾ ⁽³⁾	Footnote ⁽²⁾ ⁽³⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
( 1)	Marathon Partners, L.P., a New York limited partnership, directly holds the common stock to which this Form 3 relates (the"Shares").
( 2)	Mario Cibelli is the managing member of Cibelli Capital Management, L.L.C., a Delaware limited liability company that is an investment management firm which serves as the general partner of Marathon Partners, L.P.
( 3)	Mr. Cibelli is also the managing member of Cibelli Research & Management, L.L.C., a Delaware limited liability company that is an investment management firm which serves as the general partner of Marathon Focus Fund, L.P., a New York limited partnership and serves as the general partner of Marathon Offshore, Ltd., a Cayman Islands limited partnership, each of which is a direct owner of Shares. Mr. Cibelli also serves as portfolio manager to a number of separate managed accounts that directly owns Shares. Mario Cibelli and each of the entities listed above each disclaim beneficial ownership in the Shares reported on this Form 3 except to the extent of their pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that either Mario Cibelli or any of the entities listed above are the beneficial owners of the Shares for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MARATHON PARTNERS, L.P. 52 VANDERBILT AVE, FL. 4 NEW YORK, NY 10017		X
CIBELLI CAPITAL MANAGEMENT LLC 52 VANDERBILT AVENUE, 4TH FLOOR NEW YORK, NY 10017		X
CIBELLI MARIO 52 VANDERBILT AVENUE, 4TH FLOOR NEW YORK, NY 10017		X

Signatures
Marathon Partners, L.P., By: Cibelli Capital Management LLC, By: /s/ Mario Cibelli		10/18/2007
^** Signature of Reporting Person		Date
Cibelli Capital Management LLC, By: /s/ Mario Cibelli		10/18/2007
^** Signature of Reporting Person		Date
/s/ Mario Cibelli		10/18/2007
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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