Item 1.01 Entry Into Material Definitive Agreements.

Our wholly-owned subsidiary, Midwest Racing, Inc., entered into a stock purchase agreement dated January 28, 2009, to sell Memphis Motorsports Park to Gulf Coast Entertainment, L.L.C. Under the terms of the agreement, Midwest Racing, Inc. will sell all of the stock of its wholly-owned subsidiary, Memphis International Motorsports Corporation, the owner of Memphis Motorsports Park, to Gulf Coast Entertainment for $10 million in cash. Gulf Coast Entertainment is the owner of Alabama Motorsports Park, a newly proposed multi-use entertainment complex to be constructed in Mobile, Alabama.

As additional consideration for the purchase, we will receive a two percent non-dilutable interest in Gulf Coast Entertainment and will have an agreement to provide motorsports management services to Alabama Motorsports Park when the facilities become operational.

Closing is expected to take place on or before April 30, 2009 and is subject to financing and customary closing conditions.

Memphis Motorsports Park will continue operations under the ownership of Gulf Coast Entertainment, but will operate under a management agreement with Dover Motorsports.

In connection with securing NASCAR's approval of the transaction, Dover Motorsports, Inc. is expected to guarantee the obligations of Memphis Motorsports Park under its sanction agreements with NASCAR for the 2009 season.

The management agreements by which Dover Motorsports will manage Memphis Motorsports Park and Alabama Motorsports Park remain to be negotiated and are a condition to closing.

Attached to this filing are the stock purchase agreement and our press release.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Stock Purchase Agreement dated January 28, 2009 between Midwest Racing, Inc. and Gulf Coast Entertainment, L.L.C.

99.1 Press Release dated January 30, 2009, issued by Dover Motorsports, Inc.