SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 23)1

Dover Motorsports, Inc.

(Name of Issuer)

Common Stock, $0.10 Par Value

(Title of Class of Securities)

260174107

(CUSIP Number)

MARIO CIBELLI

c/o Cibelli Capital Management, L.L.C.

6 East 43rd Street, 23rd Floor

New York, NY 10017-4651

(212) 490-0399

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 18, 2010

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 260174107

1	NAME OF REPORTING PERSON MARIO CIBELLI
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 36,300
	8	SHARED VOTING POWER 3,235,590
	9	SOLE DISPOSITIVE POWER 49,000
	10	SHARED DISPOSITIVE POWER 3,235,590
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,284,590
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.0%
14	TYPE OF REPORTING PERSON IN

2

CUSIP NO. 260174107

1	NAME OF REPORTING PERSON CIBELLI CAPITAL MANAGEMENT, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,095,509
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,095,509
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,095,509
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0%
14	TYPE OF REPORTING PERSON OO

3

CUSIP NO. 260174107

1	NAME OF REPORTING PERSON MARATHON PARTNERS, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 0 -
	8	SHARED VOTING POWER 3,095,509
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,095,509
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,095,509
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0%
14	TYPE OF REPORTING PERSON PN

4

CUSIP NO. 260174107

1	NAME OF REPORTING PERSON CIBELLI RESEARCH & MANAGEMENT, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 140,081
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 140,081
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 140,081
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON OO

5

CUSIP NO. 260174107

1	NAME OF REPORTING PERSON MARATHON FOCUS FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 140,081
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 140,081
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 140,081
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON PN

6

CUSIP NO. 260174107

The following constitutes Amendment No. 23 to the Schedule 13D filed by the undersigned (“Amendment No. 23”).  This Amendment No. 23 amends the Schedule 13D as specifically set forth herein.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On October 18, 2010, MP delivered a letter to the Board of Directors of the Issuer (the “Board”) criticizing the Board’s decision to propose a merger with Dover Downs Gaming & Entertainment, Inc.  In the letter, MP stated it was pleased the Board terminated the proposed merger, but questioned why the Board approved the transaction in the first place.  MP called on the Board to make full disclosure of all funds spent by the Issuer in pursuing the transaction.  MP also called on the Issuer to immediately announce that it will authorize a nationally recognized investment banking firm to conduct an open and robust exploration of all available strategic alternatives to maximize stockholder value, including an open and full auction process.  Further, MP urged the Board to immedia tely appoint two independent directors recommended by the Issuer’s unaffiliated stockholders to ensure the interests of unaffiliated stockholders are fully and fairly considered before the Board commits the Issuer to another significant transaction.  A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Letter to the Board dated October 18, 2010.

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CUSIP NO. 260174107

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  October 18, 2010	CIBELLI CAPITAL MANAGEMENT, L.L.C.
	By:	/s/ Mario Cibelli
		Name:	Mario Cibelli
		Title:	Managing Member

MARATHON PARTNERS, L.P.
By:	Cibelli Capital Management, L.L.C.
	General Partner
By:	/s/ Mario Cibelli
	Name:	Mario Cibelli
	Title:	Managing Member

CIBELLI RESEARCH & MANAGEMENT, L.L.C.
By:	/s/ Mario Cibelli
	Name:	Mario Cibelli
	Title:	Managing Member

MARATHON FOCUS FUND, L.P.
By:	Cibelli Research & Management, L.L.C.
	General Partner
By:	/s/ Mario Cibelli
	Name:	Mario Cibelli
	Title:	Managing Member

/s/ Mario Cibelli

MARIO CIBELLI

8

EX-99.1

Exhibit 99.1

Marathon Partners L. P.

6 East 43rd Street, 23rd Floor

New York, NY 10017

October 18, 2010

BY EMAIL AND FACSIMILE

Board of Directors of Dover Motorsports, Inc.

1311 N. DuPont Highway

Dover, Delaware 19903

Dear Members of the Board of Dover Motorsports, Inc.:

Marathon Partners L.P., including certain of its affiliates, is the largest unaffiliated stockholder of Dover Motorsports, Inc. (the “Company”), owning approximately 18.0% of the outstanding shares of the Company.  While we were pleased to learn that the Board had come to its senses and terminated the ill-advised proposed merger with Dover Downs Gaming & Entertainment, Inc. (“Dover Gaming”), we cannot understand how the Board approved such a misguided transaction in the first place.

It should have been readily apparent that this proposed merger would face strong opposition from the Company’s unaffiliated stockholders.  A simple call to any unaffiliated stockholder would have told the Board this without wasting stockholder money on legal advisors and financial advisors to structure this botched deal.  It should not have required a public letter from us rebuking the Board’s actions for the Board to reconsider entering into such an ill-advised merger.  We call on you to provide full and complete disclosure of all funds spent by the Company in furtherance of this folly. We continue to reserve all rights in connection therewith.

What little remained of the Board’s credibility is now all but lost, especially as far as representing the best interests of the Company’s unaffiliated stockholders is concerned.  In light of the terminated deal, we call on the Company to immediately announce that it will authorize a nationally recognized investment banking firm to conduct an open and robust exploration of all available strategic alternatives to maximize stockholder value, including an open and full auction process.  A return to the status quo is simply unacceptable.

We have no faith, however, that the Board as currently composed is capable of making decisions with the best interests of all stockholders in mind. You have shown time and again that the interests of the Board and Chairman Henry Tippie are paramount to those of your other stockholders.

Accordingly, we believe the Board should immediately appoint two independent directors recommended by the Company’s unaffiliated stockholders.  This should help ensure the interests of the Company’s unaffiliated stockholders are fully and fairly considered before the Board commits the Company to another significant transaction.  It is imperative that any evaluation of strategic alternatives or full auction process be overseen, at least in part, by these new independent directors.  History has shown that your unaffiliated stockholders desperately require directors who are committed to vigorously exercising their fiduciary duties for the benefit of all stockholders, not just Mr. Tippie.

The ill-advised and now terminated merger is not the only reason to immediately appoint truly independent directors to the Board.  Other reasons include the dismal share price performance, the poor financial performance and the Board’s track record of making decisions that are not in the best interests of shareholders.

We continue to believe there is an opportunity to reverse the long steep decline in stockholder value.  By exploring all available strategic alternatives, including an open auction process, under the oversight of truly independent directors the Board can demonstrate to stockholders that the Company is not being run simply for the benefit of Mr. Tippie and management.  We hope the Board seriously considers our requests and look forward to your response.  However, if the Board appears content with a return to the status quo, rest assured we will do all that we can to ensure that this Board is held accountable for waste of corporate assets and destruction of corporate value.

Sincerely,

/s/ Mario D. Cibelli

Mario D. Cibelli

Managing Member