SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MCGLYNN DENIS (Last) (First) (Middle) 1131 N. DUPONT HIGHWAY (Street) DOVER DE 19901 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DOVER DOWNS GAMING & ENTERTAINMENT INC [ DDE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 06/07/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.10 par value	06/07/2006		S		25,000	D	$26.16	63,763(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Stock	(2)							(2)	(2)	Common Stock	370,400		370,400	D
Class A Common Stock	(2)							(2)	(2)	Common Stock	102,900		102,900	I	Wife
Options granted 01/04/1999(8)	$9.72							(3)	01/03/2007	Common Stock	17,500		17,500	D
Options granted 05/05/2000(8)	$8.98							(4)	05/04/2010	Common Stock	24,500		24,500	D
Options granted 05/02/2002(8)	$11.95							(5)	05/01/2010	Common Stock	20,000		20,000	D
Options granted 01/03/2003(8)	$9.51							(6)	01/02/2011	Common Stock	7,095		7,095	D
Options granted 01/03/2003(8)	$9.51							(7)	01/02/2011	Common Stock	17,905		17,905	D

Explanation of Responses:

1. Includes 18,623 shares of restricted stock granted under the Company's Incentive Stock Plan in transactions exempt under Rule 16b-3 (full amount of original grant, whether or not vested, less shares disposed of, if any). Shares vest one fifth per year beginning on the second anniversary of the grant date (beneficial ownership in unvested shares is disclaimed for Section 16 purposes). Grant dates and number of shares granted were: January 3, 2006: 7,000 shares; January 3, 2005: 6,000 shares; and April 28, 2004: 6,000 shares.

2. Class A Common Stock is convertible into Common Stock at any time on a share for share basis at the option of the holder thereof.

3. Eight-year options with exercisability phasing in as follows: 5,714 shares on fourth, fifth and sixth-year anniversaries of date of grant and 358 shares on seventh-year anniversary.

4. Ten-year options with exercisability phasing in as follows: 5/5/06 - 5,800 shares; 5/5/07 - 6,187 shares; 5/5/08 - 6,187 shares; 5/5/09 - 6,187 shares; 1/1/10 - 139 shares.

5. Eight-year options with exercisability phasing in. Beginning one year after date of grant, one-sixth becomes exercisable. An additional one-sixth becomes exercisable over the succeeding five years.

6. Eight-year options with exercisability phasing in as follows: 1/3/04 - 486 shares; 1/3/05 - 486 shares; 1/3/06 - 484 shares; 1/3/07 - 484 shares; 1/3/08 - 482 shares; 1/3/09 - 4,673 shares.

7. Eight-year options with exercisability phasing in as follows: 1/3/04 - 3,680 shares; 1/3/05 - 3,680 shares; 1/3/06 - 3,682 shares; 1/3/07 - 3,682 shares; 1/3/08 - 3,181 shares.

8. Previously reported.

Remarks:

	Klaus M. Belohoubek via Power of Attorney Filed With the Securities & Exchange Commission	06/09/2006
	** 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 4 (b)(v).
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