UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  260174 10 7

1.

Names of Reporting Persons. Denis McGlynn
I.R.S. Identification Nos. of above persons (entities only) Not required.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
933,881

6.

Shared Voting Power
52,000

7.

Sole Dispositive Power
933,881

8.

Shared Dispositive Power
52,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
985,881

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9) 5.6%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Dover Motorsports, Inc.

(b)

Address of Issuer’s Principal Executive Offices
1131 N. DuPont Highway, Dover, DE  19901

Item 2.

(a)

Name of Person Filing
Denis McGlynn

(b)

Address of Principal Business Office or, if none, Residence
1131 N. DuPont Highway, Dover, DE  19901

(c)

Citizenship
United States

(d)

Title of Class of Securities
The class of equity security to which this Schedule 13G relates is the Common Stock (the "Common Stock"), par value $.10 per share, of Dover Motorsports, Inc., a Delaware corporation (the "Company" or the "issuer").  The Common Stock is publicly traded.  The ownership reflected above includes both Common Stock and Class A Common Stock.  Class A Common Stock is not publicly traded.  Class A Common Stock entitles the holder to ten (10) votes per share and is convertible at any time into shares of Common Stock on a one-for-one basis at the option of the shareholder.  As a result, under Rule 13d, a holder of Class A Common Stock is deemed to have beneficial ownership of the Common Stock which such shareholder may acquire upon conversion of the Class A Common Stock.  The percentages set forth herein assume the conversion of all shares of Class A Common Stock beneficially owned by the Reporting Person into Common Stock.

(e)

CUSIP Number
260174 10 7

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

985,881.  The Reporting Person beneficially owns 136,881 shares of Common Stock and 849,000 shares of Class A Common Stock or 5.6% of the shares of Common Stock outstanding based on the Company’s most recent filing with the Securities Exchange Commission (which for these purposes assumes the conversion of all shares of Class A Common Stock beneficially owned by the Reporting Person).  This includes 41,153 shares of Common Stock subject to options granted under the Company’s 1996 Stock Option Plan to which the Reporting Person has the right to acquire beneficial ownership as specified in Rule 13d of the Securities Exchange Act of 1934; 12,000 shares of restricted Common Stock granted under the Company’s Incentive Stock Plan on April 28, 2004 whose shares vest one fifth per year beginning on the second anniversary of the grant date; and 52,000 shares of Class A Common Stock held by his wife.

(b)

Percent of class:   

5.6 %

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

933,881

(ii)

Shared power to vote or to direct the vote    

52,000

(iii)

Sole power to dispose or to direct the disposition of   

933,881

(iv)

Shared power to dispose or to direct the disposition of   

52,000

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

January  7, 2005

Date

/s/ Denis McGlynn

Signature

Denis McGlynn
President, Chief Executive Officer and Director

Name/Title