U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-K/A

                               AMENDMENT NO. 1

(Mark One)
    [x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001
                                        OR
        TRANSITION REPORT PURSUANT TO SECTION 13 OR
        15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from           to

                        Commission File Number 1-8631


                 DOVER INVESTMENTS CORPORATION
                 (Name of registrant as specified in its charter)


                     DELAWARE                      94-1712121
          (State or other jurisdiction of       (I.R.S. Employer
            incorporation or organization)     Identification No.)

    100 Spear Street, Suite 520, San Francisco, California        94105
         (Address of Principal Executive Offices)                     (Zip Code)

                                  (415) 777-0414
                         (Registrant's telephone number)

    Securities registered under Section 12(b) of the Exchange Act:
    Title of each class      Name of each exchange on which registered
             None                            None

   Securities registered under Section 12(g) of the Exchange Act:
           Class A Common Stock, $.01 par value per share
                                 (Title of class)
           Class B Common Stock, $.01 par value per share
                                 (Title of class)

Indicate by check mark  whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.       Yes   x        No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein,  and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of the common stock held by non-affiliates
of the registrant, computed by reference to the average bid and asked
prices of the Class A Common Stock and Class B Common Stock as
of March 1, 2002, was $10,623,185.

The number of shares outstanding of each of the registrant's classes of
Common Stock as of March 1, 2002, were as follows:


          Title                                              Shares Outstanding

  Class A Common Stock .......................     1,000,987
  Class B Common Stock .......................        312,833



                  DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Proxy Statement relating to the registrant's 2002
Annual Meeting of Stockholders are incorporated by reference into
Part III of this Report on Form 10-K.












         This amendment to the Annual Report on Form 10-K of
Dover Investments Corporation for the fiscal year ended
December 31, 2001 (1) supplements portions of Item 1, "Business"
under the caption "General", (2) supplements portions of Item 13,
"Certain Relationships and Related Transactions" and (3) supplements
Note A to the consolidated financial statements of the Company set
forth under Item 8, "Financial Statements and Supplementary Data".
Specifically, the supplemental information provided hereby describes
in greater detail the Company's transactions during 2001 with
Westco Community Builders, Inc., including management fees and
profit participation earned by Westco Community Builders, Inc. for 2001
in connection with ventures with the Company.  THIS ADDITIONAL
INFORMATION DOES NOT CHANGE ANY LINE ITEM IN THE
CONSOLIDATED FINANCIAL STATEMENTS.  THIS FILING
DOES NOT RESTATE SUCH CONSOLIDATED FINANCIAL
STATEMENTS.


                              PART I


ITEM 1.   BUSINESS

General

               Dover Investments Corporation (the "Company") engages
primarily in residential real estate development. The Company's real
estate projects (other than the Coram Plaza Shopping Center project
described below) are developed through ventures with wholly-owned
subsidiaries of E. F. Communities, Inc., a California corporation
(collectively, "EFC"). Under the governing agreements, EFC is primarily
responsible for the construction and the development of the real estate.
Until March 2002, the real estate projects were developed through
ventures with Westco Community Builders, Inc., a California corporation
("WCB").  In March 2002, EFC acquired the interests held by WCB in
the ventures.  The owners of EFC are the same as those of WCB.

               A California general partnership, Glenbriar Joint Venture,
and three California limited  liability companies,  Glenbriar
Venture #2, LLC,  Tracy Residential Venture Partners, LLC and
Meadowbrook Ventures, LLC, "), have been formed for development
of the Glenbriar Estates project described below;  another California
limited liability company, South Tracy Industrial Park, LLC ("STIP"),
has been formed for development of the South Tracy Industrial Park
project described below; another California limited liability company,
Halcyon Properties, LLC ("Halcyon"), has been formed for development
of the San Leandro project described below; and another California limited
liability company, Woodview Estates, LLC ("Woodview"), has
been formed for development of the Novato project described below.
In addition, the Company and EFC are parties to an agreement providing
for the development of the higher priced home described below.

        For each of the above ventures the Company contributes all of the
capital (except that for Glenbriar Venture #2, LLC, WCB contributed 25%
of the capital through December 1998).  EFC is paid a fee for managing
the construction and development of the real estate.  For each of the
ventures other than Glenbriar Joint Venture, Glenbriar Venture #2, LLC
and STIP, the management fee is equal to 3% of the sales price of
each home that is sold.  For Glenbriar Joint Venture and Glenbriar
Venture #2, LLC EFC receives a fixed monthly management fee of
$5,000, and for STIP EFC receives a fixed monthly management fee of
$10,000.  The Company (and EFC, with respect to Glenbriar Venture #2,
LLC) receives a preferred return on equity in the ventures, at an annual
rate of 10% to 12%, through December 31, 2001, and of approximately
7%, since January 1, 2002.  Remaining profits for each venture  are split,
50% to the Company and 50% to EFC (or, in the case of Glenbriar
Venture #2, LLC, 25%, 50% or 75% to the Company, depending on the
amount of profits, and the remainder to EFC) according to the
governing agreements.

               The Company has also, together with three other independent
parties, formed a New York limited liability company, SPM, LLC ("SPM"),
for development of the Coram Plaza Shopping Center project described
below.   Capital contributions and distributions to the members are made
according to membership interest. Initially, each member had a 25%
membership interest.  In 2000, the Company and two of the other members
of SPM  purchased an additional 5% interest each from the fourth member,
thereby increasing the membership interest of the three members to 30%
each, with the fourth member retaining a 10% membership interest in SPM.


Real Estate Development

               Below is a summary of the Company's major real estate
development activities during 2001.

GLENBRIAR ESTATES

               The Company, through its various ventures, continued to develop
the Glenbriar Estates project in Tracy, California.

               All of the land owned by the  ventures is covered  by either
vesting tentative subdivision maps or final subdivision maps.  The ventures
have two model complexes for two product types of homes at Glenbriar
Estates, the Glenbrook Subdivision and the Meadowbrook Subdivision.

               In November of 2000, the voters of Tracy passed a "slow growth"
 initiative which is intended to slow residential development within the
City of Tracy.  The ventures brought legal actions against the City of Tracy
to, among other things, confirm that the initiative did not apply to Glenbriar
Estates because the land owned by the ventures was covered by vesting
tentative subdivision maps which predated the effective date of the
initiative.  The ventures and the City of Tracy have settled all litigation
relating to this matter and the City has acknowledged, among other things,
that the initiative does not apply to the land owned by the ventures so long
as the existing vesting tentative subdivision maps remain in effect.  At this
time the Company no longer believes that the passage of the initiative will
disrupt the orderly development of the remainder of the Glenbriar Estates
project.  Pursuant to the settlement of the litigation referred to above, the
City of Tracy provided sewer and water capacity and residential growth
allocations for approximately fifty percent (50%) of the remainder of the
Glenbriar Estates  project in August 2001 and water capacity  for the
balance of the Glenbriar Estates project in January 2002. Sewer capacity
and residential growth allocations for the balance of the Glenbriar Estates
project were secured in February 2002.

               During 2001 a downturn in the national and regional economy
significantly reduced the demand for new homes in the Tracy area. Buyer
activity in the Tracy area was extremely weak and standing inventory
among builders in the area was at unusually high levels.  New home
prices also came under pressure in 2001.  In addition, during a part of
the second and third quarters of 2001 prior to August 2001, the ventures
had used up all residential growth allocations previously allocated by the
City of Tracy or purchased from other builders, preventing the ventures
from building additional homes.


HIGHER PRICED HOME

               In September of 1999, the Company entered into a venture
with WCB to develop a large (approximately 9,600 square feet) higher
priced "custom" home in Atherton, California.  Construction of the home
was completed in December 2001.  The home went on the market in
January 2002.


OTHER RESIDENTIAL PROPERTIES

          The Company, through Halcyon, has purchased a property in
San Leandro, California.  The property has been approved for eighteen
single family homes, and site work is expected to commence during the
second quarter of 2002.  The venture intends to construct and sell the
eighteen homes during 2002.

          In June 2001, the Company, through Woodview, purchased an
additional property in Novato, California.  The property has been
approved for twenty single family homes,  and it is the intention of the
venture to build and sell twenty homes on the property during 2002 and 2003.
The property has an approved vested tentative subdivision map and is
currently going through design review for its house plans.


SOUTH TRACY INDUSTRIAL PARK

          In 1999 the Company, through STIP, entered into an agreement to
purchase and develop for industrial use approximately fifty acres of industrial
property in the southern part of the City of Tracy.  A tentative subdivision
map for the entire property and a final subdivision map for Phase I of the
property have been approved by the City of Tracy.  Site improvements have
been completed on Phase I of the property and construction of the first
industrial building commenced in the first quarter of 2002.  The venture
previously had anticipated starting construction of the first two industrial
buildings at the same time; however, in view of the downturn in the economy,
the venture has determined to proceed with one building at this time and to
proceed with additional buildings as occupancy levels justify.  Development
and rental of the entire industrial park is expected to continue for
several years.


CORAM PLAZA SHOPPING CENTER, CORAM, NEW YORK

          In 1999 SPM purchased a property, with buildings and improvements,
located in the Coram Plaza Shopping Center, in Coram, New York. A
portion of the property was sold in 2000.  SPM has completed development
of the remaining property for commercial use and is currently leasing the
property to tenants.





Competitive Position of the Company

          The development and sale of residential properties is highly
competitive, and the Company competes with numerous national, regional
and local builders primarily on the basis of price, location, design,
reputation, quality and amenities.  In addition, the Company competes with
other housing alternatives including existing homes and rental housing.
Although the Company believes that it competes effectively with respect
to each of these factors, there can be no assurance that the Company will
maintain its competitive position against current and potential competitors.


Homebuilding Industry

          The homebuilding industry is cyclical and is affected by changes in
general and local economic and other conditions including employment
levels, demographic considerations, availability of financing, interest rate
levels, federal income tax provisions, consumer confidence and housing
demand.  In addition, homebuilders are subject to various risks, many of
them outside of the control of the homebuilder, including availability and
cost of land, availability and cost of materials and labor, weather conditions,
delays in construction schedules, cost overruns, changes in government
regulations and increases in property taxes and other local government fees.
Net orders often vary on a seasonal basis, with the lowest order activity
typically occurring in the winter months.

Government Regulation and Environmental Matters

          The homebuilding industry is subject to various federal, state
and local laws, ordinances, rules and regulations concerning zoning, building
design,  construction and similar matters.  The operations of the Company
are also affected by environmental laws and regulations, including regulations
pertaining to availability of water, municipal sewage treatment capacity,
land use, protection of endangered species and population density.
Compliance with these laws and regulations may result in delays and may
cause the Company to incur substantial costs.

          Various permits and approvals are required to complete the
Company's real estate developments.  The ability of the Company to obtain
such permits and approvals is often beyond the Company's control.  The
length of time necessary to obtain permits and approvals increases the
carrying costs of unimproved property acquired for the purpose of
development and can delay the timing of the closing of its sales.  In addition,
the continued effectiveness of permits already granted is subject to changes
in policies, rules and regulations and their interpretation and application.

Backlog

          The Company has a backlog of homes and lots for which it has
entered into sales contracts but which it has not yet delivered.  The
Company's backlog at December 31, 2001 was approximately sixteen
homes at an aggregate sales price of approximately $5,493,000.  As the
Company's sales contracts are subject to certain conditions being satisfied
and generally may be cancelled by the customer in the event mortgage
financing is unobtainable within a specified period of time, no assurances
can be given that homes subject to pending sales contracts will result in
closings.


Employees

          The Company currently has five full-time employees,  all of whom
work at the Company's executive offices in San Francisco.


Executive Officers of the Company

          The following is information with respect to the executive officer
of the Company who is not also a director of the Company:

          Erika Kleczek - Ms. Kleczek, age 59, has served as the Company's
Principal Financial Officer since January 1997 and as the Company's
Secretary and Treasurer since February 1991. Ms. Kleczek served in
various managerial positions for the Company and Homestead Savings
and Loan Association, a former subsidiary of the Company, from
June 1983 to February 1991.
















                                            PART II


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY
                 DATA

                   The following consolidated financial statements of the
Company,  as set forth on the pages indicated, are filed as part of this
report.

<TABLE>
       Index to Financial Statements
<CAPTION>
       <S>                                                                                            <C>
       Report of Independent Certified Public Accountants . . . . . . .     A-1

       Consolidated Balance Sheets at December 31, 2001
               and 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      A-2

       Consolidated Statements of Earnings for the Years Ended
             December 31, 2001, 2000 and 1999. . . . . . . . . . . . . . . .       A-3

       Consolidated Statement of Stockholders' Equity for the
            Years Ended December 31, 2001, 2000 and 1999. . . . . .       A-4

       Consolidated Statements of Cash Flows for the Years Ended
             December 31, 2001, 2000 and 1999. . . . . . . . . . . . . . . .       A-5

       Notes to Consolidated Financial Statements at
             December 31, 2001, 2000 and 1999. . . . . . . . . . . . . . .         A-6

<FN>
</TABLE>
                             PART III


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED
                  TRANSACTIONS

Transactions with WCB and EFC

               The Company and EFC are parties to ventures for development
of the Glenbriar Estates project, the South Tracy Industrial Park project,
the San Leandro project, the Novato project and the higher priced home.
For each venture, EFC is paid a management fee and participates in the
profit.  In addition, for Glenbriar Venture #2, LLC, EFC receives a
preferred return on its equity in the venture.  Until March 2002, the real
estate projects were developed through ventures with WCB.
In March 2002, EFC acquired the interests held by WCB in the ventures.
See "BUSINESS   General" above.

               Britt Evans is the chief executive officer and a 50% shareholder
of E. F. Communities, Inc., and was also the chief executive officer and
a 50% shareholder of WCB.

               On October 24, 2001, upon the resignation of Lawrence
Weissberg as trustee of  The Lawrence Weissberg Revocable Living Trust,
U/D/T dated November 25, 1992 (the "Trust"), Frederick M. Weissberg,
the Chairman of the Board of Directors and President of the Company,
and Britt Evans became the successor co-trustees of the Trust.  The Trust
is a revocable trust formed by Lawrence Weissberg for estate planning
and succession purposes.  Britt Evans is not a beneficiary of the Trust.
The assets of the Trust include 431,021 shares of the Company's
Class A Common Stock and 245,114 shares of the Company's Class B
Common Stock.  On May 2, 2002, Britt Evans resigned as co-trustee
of the Trust with respect to the shares of the Company's Common Stock
owned by the Trust, and on June 7, 2002 Britt Evans resigned as co-trustee
of the Trust with respect to all matters of the Trust.  From October 24, 2001
until May 2, 2002, as a result of his shared voting and dispositive power,
together with Frederick M. Weissberg, with respect to the shares of the
Company's Common Stock owned by the Trust, Britt Evans was deemed
to share indirect beneficial ownership of these shares.

               For 2001, WCB was paid management fees for the ventures in
an aggregate amount of $859,185, representing $60,000 for Glenbriar
Joint Venture, $60,000 for Glenbriar Venture #2, LLC, $120,000 for
STIP, $479,985 for Tracy Residential Venture Partners, LLC and $139,200
for Meadowbrook Ventures, LLC.  No management fees were paid for
Halcyon, Woodview or the higher priced home.  For 2001, WCB's
aggregate net profit participation for the ventures was $3,335,589,
representing a profit participation of $76,159 for Glenbriar Venture #2,
LLC, a profit participation of  $2,446 for STIP, a profit participation of
$2,588,782 for Tracy Residential Venture Partners, LLC, a profit
participation of $673,361 for Meadowbrook Ventures, LLC, and a profit
participation of $2,059 for Halcyon, offset by initial deficits of $3,986 and
$3,232 for Glenbriar Joint Venture and Woodview, respectively.  For
2001, WCB accrued a preferred return on equity in Glenbriar Venture #2,
LLC of $15,400.  A portion of the profit participation and preferred
return on equity earned by WCB in 2001 was paid in 2001, a portion has
been paid in 2002 and the remainder will be paid later in 2002 or thereafter.

          In 1999 and 2000, the Company extended lines of credit of up to
$2,634,630 and $808,425, respectively, to WCB for construction of
single family homes.  As of January 1, 2001,  the lines of credit had
outstanding balances of $449,364 and $536,295, respectively.  Each line
of credit bore interest at a floating rate of prime plus 2% per annum, and
was secured by a deed of trust on the related property.  In January 2001,
both lines of credit were paid off in full and terminated.
On October 9, 2001, the Company extended a new line of credit of up
to $1,659,000 to WCB for construction of single family homes.
In October 2001, a draw of $18,533 was made under the line of credit.
As of December 31, 2001, the outstanding balance under the line of
credit was $18,533.  The line of credit bears interest at a floating rate
of prime (4.75% as of  December 31, 2001) plus 2% per annum and
matures on December 9, 2002, and is secured by a deed of
trust on the related property.  In March 2002, the line of credit was
assigned to EFC.

Other Transactions

               The Company subleases a portion of  the Company's executive
office to a corporation owned by  The Lawrence Weissberg Revocable
Living Trust.  That corporation's share of the lease equals 35% of  the
total rent and operating costs.

               The Company originates loans for the construction of single
family homes and disburses the funds on a draw loan basis.  Through
October 2001, these loans were presented to the Company by Dabenica
Investment Corporation ("Dabenica"), a California real estate brokerage
corporation wholly owned by Frederick M. Weissberg. For the service,
Dabenica earned a brokerage fee of 1.75% to 2%, paid by the borrower.
Dabenica no longer acts as loan broker for the Company.

               In May 2001, Erika Kleczek, the Company's Principal Financial
Officer, received a loan from the Company in the amount of $874,000.
The loan amortizes over a 30-year period and interest is payable at a fixed
rate of 4% per annum.  This loan was made for the purchase of her
residence and is secured by a deed of trust.  As of December 31, 2001,
the outstanding amount of the loan was $866,000.


  
<PAGE>
                                        SIGNATURES

          In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                         DOVER INVESTMENTS CORPORATION


Date: July 9, 2002            By:  /s/ Frederick M. Weissberg
                                               Frederick M.  Weissberg
                                               Chairman of the Board and
                                               President



<PAGE>
                                       APPENDIX A


               CONSOLIDATED FINANCIAL STATEMENTS
     AND REPORT OF INDEPENDENT CERTIFIED PUBLIC
     ACCOUNTANTS

   DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES

                December 31, 2001, 2000 and 1999


<PAGE>
   REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Shareholders
Dover Investments Corporation

               We have audited the accompanying consolidated balance sheets
of Dover Investments Corporation and subsidiaries as of December 31,
2001 and 2000,  and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2001.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

              We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit includes examining, on a  test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used  and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.

              In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of  Dover Investments Corporation and subsidiaries as of  December 31,
2001 and 2000, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America.



GRANT THORNTON LLP

San Francisco, California
March 4, 2002






<TABLE>
                                     DOVER INVESTMENTS CORPORATION

                                        CONSOLIDATED BALANCE SHEETS
                                                         December 31,
                                  (in thousands, except share and per share amounts)
<CAPTION>

ASSETS                                                                             2001              2000
<S>                                                                                <C>                 <C>
   Cash and Cash Equivalents                                            $18,377            $20,531
   Homes Held for Sale                                                         1,848                1,848
   Property Held for Development                                       26,625              18,007
   Notes Receivable                                                                  885                1,822
   Deferred Tax Asset                                                            1,929                      -
   Other Assets                                                                      1,744                1,037

     Total Assets                                                                 $51,408            $43,245

  LIABILITIES AND STOCKHOLDERS' EQUITY
   Accrued Interest and Other Liabilities                             $    796             $ 1,938
   Notes Payable                                                                    6,570               2,479
   Minority Interest in Joint Ventures                                     1,064               1,091
         Total Liabilities                                                            8,430               5,508

   Stockholders' Equity
       Class A Common Stock, Par Value, $.01
          Per Share-Authorized 2,000,000 Shares;
          Issued 883,487
          Shares in 2001 and 880,239 Shares in 2000                       8                       8
       Class B Common Stock, Par Value, $.01
         Per Share-Authorized 1,000,000 Shares;
         Issued 317,411
         Shares in 2001 and 318,411 Shares in 2000                        3                       3
       Additional Paid-In Capital                                            28,266             25,447
       Retained Earnings since January 1, 1993                      14,726              12,304
       Treasury Stock (4,560 of Class B
         Shares in 2001 and 2000)                                                (25)                  (25)

          Total Stockholders' Equity                                        42,978              37,737

 Total Liabilities and Stockholders' Equity                         $51,408            $43,245
<FN>
          The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
                                        DOVER INVESTMENTS CORPORATION

                                  CONSOLIDATED STATEMENTS OF EARNINGS
                                                  Years ended December 31,
                                   (in thousands, except share and per share amounts)
<CAPTION>
                                                                       2001                    2000                  1999
                                                                                             Restated            Restated
<S>                                                       <C>                  <C>                     <C>
Home Sales                                               $22,099               $45,684               $64,294
Lot Sales                                                      -                           2,700                    -
       Total Sales                                           22,099                 48,384                64,294

Cost of Homes Sold                                    12,841                 29,945                 47,119
Cost of Lot Sales                                            -                        1,600                      -
    Total Cost of Sales                                 12,841                 31,545                 47,119
Minority Interest in Joint Ventures                3,336                   4,625                  5,370

    GROSS PROFIT                                      5,922                 12,214                 11,805

Selling Expenses                                           1,272                   2,535                   3,560
General and Administrative Expenses            1,504                   1,666                  1,207
                                                                     2,776                   4,201                  4,767

 Operating Income                                         3,146                   8,013                  7,038
Other Income:
  Interest                                                          887                   1,591                      824
  Fees                                                                  3                        59                        51
Total Other Income                                         890                   1,650                      875

Income before Provision for
  Income Taxes                                             4,036                   9,663                   7,913
  Provision for Income Taxes                        1,614                   4,346                   3,608

       NET INCOME                                    $2,422                 $5,317                 $4,305
Basic Earnings Per Share                              $2.03                   $4.64                   $3.93
Diluted Earnings Per Share                           $2.01                   $4.62                   $3.88
Weighted Average Number of
     Shares Outstanding:
     Basic:                                                1,195,733            1,145,489           1,094,472
      Diluted:                                            1,202,990            1,151,204           1,108,427
<FN>
                        The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
                                        DOVER INVESTMENTS CORPORATION
                    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                     Years ended December 31, 2001, 2000 and 1999
                                                                  (in thousands)
<CAPTION>
                                                                           Additional                       Treasury
                                            Common Stock       Paid-In        Retained      Stock
                                            Class A Class B      Capital         Earnings      at Cost        Total
 <S>                                     <C>                    <C>               <C>             <C>          <C>
Balance at January 1,
1999                                        $  8       $  3         $20,441         $2,682        $(337)    $22,797

Re-issuance of Treasury
  Stock                                         -            -               212                -               312           524
Realization of Prequasi-
  reorganization Net
  Operating Loss Tax
  Benefits                                    -             -             2,310                -                 -          2,310
Net Income                                -             -                   -            4,305                -         4,305
Balance at
  December 31, 1999                  8            3           22,963           6,987             (25)     29,936
Re-issuance of Treasury
   Stock                                      -             -                387               -                  -             387
Realization of Prequasi-
  reorganization Net
  Operating
  Loss Tax Benefits                    -             -              2,097              -                  -           2,097
Net Income                               -             -                   -             5,317               -           5,317
Balance at
  December 31, 2000                 8             3           25,447         12,304             (25)     37,737

Issuance of Stock from
  Stock Option Exercises            -             -                  15               -                 -               15
Realization of Prequasi-
  reorganization Net
  Operating
  Loss Tax Benefits                    -             -              2,804               -                  -          2,804
Net Income                                -             -                 -              2,422             -             2,422
Balance at
  December 31, 2001             $  8           $ 3        $28,266      $14,726           $ (25)    $42,978
<FN>
           The accompanying notes are an integral part of this financial statement.
</TABLE>

<TABLE>
                                        DOVER INVESTMENTS CORPORATION
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        Years ended December 31,
                                                                (in thousands)
 <CAPTION>
                                                                               2001                2000                1999
<S>                                                                  <C>                <C>                  <C>
Cash Flows from Operating Activities:
  Net Income                                                        $2,422             $5,317              $4,305
  Reconciliation of Net Income to Net Cash
   Provided by (Used in) Operating Activities:
      Income Accruing to Minority Interest
        in Joint Ventures                                            3,336              4,625                 5,370
      Tax Benefit of Utilizing Prequasi-
         reorganization Net Operating Losses             2,804              2,097                 2,310
Changes in Assets and Liabilities:
    Restricted Cash                                                      -                     409                    (15)
    Homes Held for Sale                                              -                     (95)                  383
    Property Held for Development                        (8,618)             3,625                 1,670
       Notes Receivable                                               937              1,718                (1,862)
    Deferred Tax                                                    (1,929)                  -                       -
    Other Assets                                                       (707)                298                     -
    Accrued Interest and Other Liabilities              (1,142)            (1,886)                2,024
  Net Cash (Used in) Provided by
     Operating Activities                                        (2,897)           16,108               14,185

Cash Flows from Financing Activities:
   Repayment to Minority Interest in
       Joint Ventures                                             ( 3,363)            (5,593)               (3,531)
   Proceeds from Notes Payable                           12,672             14,053              17,725
   Repayment of  Notes Payable                           (8,581)           (19,873)            (22,076)
   Issuance of Stock from Stock
       Option Exercises                                                15                  387                    524

Net Cash Provided by (Used in)
    Financing Activities                                            743             (11,026)              (7,358)

Net Increase (Decrease) in Cash and
    Cash Equivalents                                            (2,154)               5,082                6,827
Cash and Cash Equivalents at
    Beginning of Year                                          20,531              15,449                8,622

Cash and Cash Equivalents at
    End of Year                                                 $18,377             $20,531            $15,449

Supplemental Cash Flow Activity:
   Cash Paid for Interest, Net of
   Capitalized Interest                                           $  61                  $207                 $660
 Cash Paid for Income Taxes                            $1,275                $2,033                 $805
<FN>
               The accompanying notes are an integral part of these financial statements.
</TABLE>







































                         DOVER INVESTMENTS CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 December 31, 2001, 2000 and 1999
                 (in thousands, except share and per share amounts)


NOTE A - ORGANIZATION AND ACCOUNTING POLICIES

               Dover Investments Corporation (the "Company") engages
primarily in residential real estate development. The Company's real estate
projects (other than the Coram Plaza Shopping Center project described
below) are developed through ventures with wholly-owned subsidiaries
of E. F. Communities, Inc., a California corporation (collectively, "EFC").
Under the governing agreements, EFC is primarily responsible for the
construction and the development of the real estate. Until March 2002,
the real estate projects were developed through ventures with Westco
Community Builders, Inc., a California corporation ("WCB").  In
March 2002, EFC acquired the interests held by WCB in the ventures.
The owners of EFC are the same as those of WCB.

               A California general partnership, Glenbriar Joint Venture, and
three California limited  liability companies, Glenbriar Venture #2, LLC,
Tracy Residential Venture Partners, LLC and Meadowbrook Ventures,
LLC,  have been formed for development of the Glenbriar Estates
project; another California limited liability company, South Tracy Industrial
Park, LLC ("STIP"), has been formed for development of the South Tracy
Industrial Park project; another California limited liability company,
Halcyon Properties, LLC ("Halcyon"), has been formed for development
of the San Leandro project; and another California limited liability company,
Woodview Estates, LLC ("Woodview"), has been formed for development
of the Novato project. In addition, the Company and EFC are parties to
an agreement providing for the development of the higher priced home.

               For each of the above ventures the Company contributes all of
the capital (except that for Glenbriar Venture #2, LLC, WCB contributed
25% of the capital through December 1998).  EFC is paid a fee for
managing the construction and development of the real estate.  For each
of the  ventures other than Glenbriar Joint Venture, Glenbriar Venture #2,
LLC and STIP, the management fee is equal to 3% of the sales
price of each home that is sold.  For Glenbriar Joint Venture and Glenbriar
Venture #2, LLC EFC receives a fixed monthly management fee of
$5 and for STIP EFC receives a fixed monthly management fee
of $10.  The Company (and EFC, with respect to Glenbriar
Venture #2, LLC) receives a preferred return on equity in the ventures,
at an annual rate of 10% to 12%, through December 31, 2001, and of

                         DOVER INVESTMENTS CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 December 31, 2001, 2000 and 1999
                 (in thousands, except share and per share amounts)


NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)

approximately 7%, since January 1, 2002.  Remaining profits for each
venture  are split, 50% to the Company and 50% to EFC (or, in the case
of Glenbriar Venture #2, LLC, 25%, 50% or 75% to the Company,
depending on the amount of profits, and the remainder to EFC) according
to the governing agreements.

               The Company has also, together with three other independent
parties, formed a New York limited liability company, SPM, LLC
("SPM"), for development of the Coram Plaza Shopping Center project.
Capital contributions and distributions to the members are made
according to membership interest. Initially, each member had a 25%
membership interest.  In 2000, the Company and two of the other members
of SPM  purchased an additional 5% interest each from the fourth member,
thereby increasing the membership interest of the three members to 30%
each, with the fourth member retaining a 10% membership interest in SPM.

               Britt Evans is the chief executive officer and a 50% shareholder
of E. F. Communities, Inc., and was also the chief executive officer and
a 50% shareholder  of WCB. On October 24, 2001, upon the resignation
of Lawrence Weissberg as trustee of The Lawrence Weissberg Revocable
Living  Trust, U/D/T dated November 25, 1992 (the "Trust"), Frederick M.
Weissberg, the Chairman of the Board of Directors and President of
the Company, and Britt Evans became the successor co-trustees
of the Trust.  The Trust is a revocable trust formed by Lawrence
Weissberg for estate planning and succession purposes. Britt Evans is
not a beneficiary of the Trust.  The assets of the Trust include 431,021
shares of the Company's Class A Common Stock and 245,114 shares of
the Company's Class B Common Stock.  On May 2, 2002, Britt Evans
resigned as co-trustee of the Trust with respect to the shares of the
Company's Common Stock owned by the Trust, and on June 7, 2002
Britt Evans resigned as co-trustee of the Trust with respect to all matters
of the Trust.  From October 24, 2001 until May 2, 2002, as a result of
his shared voting and dispositive power, together with Frederick M.
Weissberg, with respect to the shares of the Company's Common Stock
owned by the Trust, Britt Evans was deemed to share indirect beneficial
ownership of these shares.


                         DOVER INVESTMENTS CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 December 31, 2001, 2000 and 1999
                 (in thousands, except share and per share amounts)


NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)

               For 2001, WCB was paid management fees for the ventures
in an aggregate amount of $859. For 2001, WCB's aggregate net profit
participation for the ventures was $3,336.  For 2001, WCB also accrued
a preferred return on equity of $15. Subsequently to year end, the venture
paid the accumulated preferred return of $73 to WCB.

               The Company subleases a portion of  the Company's
executive office to a corporation owned by The Lawrence Weissberg
Revocable Living Trust.  That corporation's share of the lease equals 35%
of  the total rent and operating costs.

               The Company originates loans for the construction of single
family homes and disburses the funds on a draw loan basis.  Through
October 2001, these loans were presented to the Company by Dabenica
Investment Corporation ("Dabenica"), a California real estate brokerage
corporation wholly owned by Frederick M. Weissberg. For the service,
Dabenica earned a brokerage fee of 1.75% to 2%, paid by the borrower.
Dabenica no longer acts as loan broker for the Company.


Use of Estimates

               In preparing the financial statements in conformity with
accounting principles generally accepted in the United States of America,
management is required to make estimates that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the financial statements and revenues and
expenses during the reporting period.  Actual results could differ from
those estimates.

Principles of Consolidation

               The consolidated financial statements include the accounts
of the Company and its majority owned and controlled Joint
Venture and Limited Liability Companies.  All significant inter-company
transactions are eliminated in consolidation.


                     DOVER INVESTMENTS CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                December 31, 2001, 2000 and 1999
               (in thousands, except share and per share amounts)

NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)

Property Held for Development

               Costs for the development of property and the building of
homes are capitalized during the construction period.  Such costs include
expenditures for land, land improvements, model homes, capitalized
interest, and construction in progress.  When a home is sold, the cost of
the sale is recognized, which includes land, site development, construction,
management fees and financing costs using the specific identification method.

Revenues From and Cost of Home Sales

               The Company recognizes revenue from home sales upon the
closing and transfer of title to the buyer.   The cost of a home sold,
includes land, site development, construction, management fees and
financing costs.  For each home sold, a reserve equal to one percent of
the selling price is established to cover warranty expense incurred
subsequent to the home sale.  Warranty expenditures are charged to the
reserve when paid. Sale of lots are recognized upon the closing and
transfer of title to the buyer. The cost of the lot sold, includes land,
site improvement, development and financing costs.

SPM, LLC

               The Company accounts for its investment in SPM, LLC on
the cost method since it does not have significant influence over the
operations of SPM, LLC.  The Company includes this investment
with its property held for development at cost, which the Company
considers to be lower than estimated market value.

Income Taxes

              The Company follows the asset and liability method in
accounting for income taxes.  Under this method, deferred tax assets and
liabilities are determined based on differences between the financial reporting
and tax bases of assets and liabilities and on the expected future tax benefit
to be derived from tax loss carry forwards, if any.  Additionally,  deferred
tax items are measured using current tax rates.  A valuation allowance is
established to reflect the likelihood of realization of deferred tax assets.

                     DOVER INVESTMENTS CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                December 31, 2001, 2000 and 1999
               (in thousands, except share and per share amounts)

NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)

Concentrations of Risk

               The Company maintains its cash balances, which exceed
federally insured limits, in  major financial institutions.  The Company has
not experienced any losses in such accounts and believes it is not  exposed
to significant risk or loss. The Company's development projects are
primarily located in Northern California.  Any changes to the housing
market in this area could affect the Company's operations.  The Company
operates as a single segment.






























                          DOVER INVESTMENTS CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                  December 31, 2001 2000 and 1999
                  (in thousands, except share and per share amounts)

NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

               The Company considers all highly liquid debt instruments with
an original maturity of three months or less to be cash equivalents for
purposes of the Statement of Cash Flows.  Amounts also include
purchased securities, in the amount of $13,738 under agreements to resell
(repurchase agreements) with primary securities dealers.  Such repurchase
agreements are typically overnight investments and collateralized by
mortgage-backed certificates which are held on behalf of the Company
by the dealers who arrange the transaction.  At December 31, 2001, the
weighted average interest rate of such repurchase agreements was 4.04%.
The market value of the repurchase agreements approximates cost.

Reclassification

               Certain prior year amounts have been reclassified to
conform to current year presentation.

Restatement

               The Company has restated prior period lot sales and cost of
home and lot sales to correct the elimination of inter-company transactions.
The impact of the restatement is as follows:
<TABLE>
                                                    Year Ended                                      Year Ended
                                               December  31, 2000                         December 31, 1999
<CAPTION>
                                 As Previously                         As         As Previously                          As
                                 Reported        Restatement  Restated   Reported        Restatement   Restated
<S>                           <C>               <C>              <C>          <C>               <C>               <C>
Lot Sales                     $ 6,591          $(3,891)       $ 2,700      $ 4,187        $(4,187)         $    -
Cost of Home Sales      32,342            (2,397)        29,945       48,040            (921)           47,119
Cost of Lot Sales           3,094            (1,494)          1,600          3,266         (3,266)                -
<FN>
          The restatement had no impact on gross profit, net income or earnings per share in the
Company's issued financial statements.
</TABLE>

                          DOVER INVESTMENTS CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                         December 31, 2001 2000 and 1999
               (in thousands, except share and per share amounts)

NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)

Effect Of New Accounting Standards

               During 2001, the Financial Accounting Standards Board
(FASB) approved for issuance Statement of Financial Accounting
Standards (SFAS) 141, Business Combinations, and SFAS 142,
Goodwill and Other Intangible Assets.  SFAS 141 provisions relating
to the initial measurement and recording of goodwill and intangible assets,
as well as financial statement disclosures, are effective for purchase
business combinations completed after June 30, 2001. SFAS 142 is
effective for fiscal years beginning after December 15, 2001;  however,
certain provisions of this Statement apply to goodwill and other intangible
assets acquired between July 1, 2001 and the effective date of SFAS 142.
Major provisions of these Statements and their effective dates for the
Company are as follows:

       All business combinations initiated after June 30, 2001 must use
       the purchase method of accounting.  The pooling of interest method
       accounting is prohibited except for transactions initiated before
       July 1, 2001.

       Intangible assets acquired in a business combination must be
       recorded separately from goodwill if they arise from contractual or
       other legal rights or are separable from the acquired entity and can
       be sold, transferred, licensed, rented or exchanged, either individually
       or as part of a related contract, asset or liability.

      Goodwill as well as intangible assets with indefinite lives, acquired
      after June 30, 2001, will not be amortized.  Effective January 1,
      2001, all previously recognized goodwill and intangible assets
      with indefinite lives will no longer be subject to amortization.

      Effective January 1, 2002, goodwill and intangible assets with
      indefinite lives will be tested for impairment annually and whenever
      there is an impairment indicator.

      All acquired goodwill must be assigned to reporting units for
      purposes of impairment testing and segment reporting.

                          DOVER INVESTMENTS CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                         December 31, 2001 2000 and 1999
               (in thousands, except share and per share amounts)

NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)

               The Financial Accounting Standards Board also issued
SFAS 143, Accounting for Asset Retirement Obligations. SFAS 143
applies to all entities that have legal obligations associated with the
retirement of a tangible long-lived asset that result from acquisition,
construction, or development and (or) normal operations of the long-lived
asset.  SFAS 143 requires that a liability for an asset retirement obligation
be recognized if the obligation meets the definition of a liability in FASB,
Concepts Statement 6, Elements of Financial Statements, and if the
amount of the liability can be reasonably estimated.  SFAS 143 is
effective for financial statements issued for fiscal years beginning
after June 15, 2002.




























                    DOVER INVESTMENTS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                          December 31, 2001, 2000 and 1999
               (in thousands, except share and per share amounts)

NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)

               In addition, the Financial Accounting Standards Board also issued
SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
SFAS 144 supercedes SFAS 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, as well as the provisions
of Opinion 30, Reporting the Results of Operations   Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions, that address the disposal of a
business.  SFAS 144 also amended  APB 51, Consolidated Financial Statements,
to eliminate the exception to consolidate a subsidiary for which control is
likely to be temporary.  SFAS 144 carries over the recognition and
measurement provisions of SFAS 121, but differs from SFAS 121 in that it
provides guidance in estimating future cash flows to test recoverability.
SFAS 144 also includes criteria that have to be met for an entity to classify
a long-lived asset or asset group as held for sale, and extends the presentation
of discontinued operations permitted by Opinion 30 to include disposals of a
component of an entity.  SFAS 144 is effective for financial statements issued
for fiscal years after December 15, 2001, except for the disposal provisions
which are immediately effective.

               The Company does not expect that the adoption of these accounting
standards will have a material effect on its financial statements.

NOTE B  - NOTES RECEIVABLE

               During 2001, the Company extended a line of credit of up to
$1,659 to WCB for the purpose of building single family homes. The line
of credit bears an interest rate of prime (4.75% at December 31, 2001) plus 2%
and matures on December 9, 2002, and is collateralized by a deed of trust over
the related property. At December 31, 2001, the outstanding balance under the
line of credit was $19.  In March 2002, the line of credit was assigned to EFC.

               In May 2001, the Company's Principal Financial Officer, received
a loan from the Company in the amount of $874.  The loan amortizes over a
30-year period and interest is payable at a fixed rate of four percent per
annum. This loan was made for the purchase of her residence and is secured
by a deed  of trust. As of December 31, 2001, the outstanding amount of the
loan was $866.


<TABLE>
                     DOVER INVESTMENTS CORPORATION
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                            December 31, 2001, 2000 and 1999
                (in thousands, except share and per share amounts)

NOTE C - NOTES PAYABLE

     Notes payable at December 31, are comprised of the following:
<CAPTION>

                                                                                                     2001           2000
     <S>                                                                                      <C>              <C>
     Notes Payable, maturing August 12,  2002, and bearing
        interest at prime (4.75% at December 31, 2001)
        plus 0.75%                                                                         $1,126          $   636
     Notes Payable, maturing April 20, 2001, and bearing
        interest at prime (4.75% at December 31, 2001)
        plus 0.75%.                                                                              -                   151
     Notes Payable, maturing April 20, 2002, and bearing
        interest at prime (4.75% at December 31, 2001)
        plus 1.00%.                                                                         4,472             1,692
     Notes Payable, maturing April 10, 2002, and bearing
        interest at prime (4.75% at December 31, 2001)
        plus 0.75%.                                                                            972                  -

                                                                                                 $6,570            $2,479

<FN>
               Aggregate principal payments of $6,570 are due through August 12, 2002.
All these notes payable are collateralized by Deeds of Trust over property held for
development.

               Interest in 2001, 2000 and 1999 amounted to $61, $622 and $660,
respectively, and is capitalized as part of property held for development.
</TABLE>










                     DOVER INVESTMENTS CORPORATION
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                            December 31, 2001, 2000 and 1999
                (in thousands, except share and per share amounts)

NOTE D - LEASE COMMITMENT

               The Company has an agreement to lease premises that expires on
September 30, 2002, with an option  to renew for an additional period of five
years.  On November 15, 2001, the Company extended the term of the lease
commencing on October 1, 2002 and expiring as of September 30, 2004.  The
Company subleases a portion of the premises to a related party.  The sublease's
share of the lease equals 35% of the total rent and operating costs.
Rent and yearly operating cost reimbursements  from the sublease were
$40 for 2001 compared to $41 for 2000 and $46 for 1999.

          A summary of net minimum lease payments is as follows:
               Years ending December 31,

                    2002                $ 52
                    2003                   52
                    2004                   39
                    Total               $143

               Rent expenses for the years ended December 31, 2001, 2000
and 1999 totaled $92, $76 and $73, respectively.

<TABLE>
NOTE E - INCOME TAXES

          Income tax expenses for the year ended December 31, consists of:
<CAPTION
          Current                       2001            2000           1999
          <S>                        <C>             <C>            <C>
             Federal                 $1,053          $3,399        $2,858
             State                         332               947             750
                                         $1,385          $4,346        $3,608
          Deferred
             Federal                 $   212          $     -          $    -
             State                           17                 -                -
                                         $   229          $     -          $    -

          Total                       $1,614           $4,346       $3,608
<FN>
</TABLE>

                     DOVER INVESTMENTS CORPORATION
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                            December 31, 2001, 2000 and 1999
                (in thousands, except share and per share amounts)

NOTE E - INCOME TAXES (continued)

               In 1993, the Company underwent a quasi-reorganization resulting
in the elimination of its accumulated deficit and a decrease in additional
Paid-in Capital.  The subsequent tax benefit of utilization of
prequasi-reorganization operating losses are credited to Paid-in Capital.
A tax benefit for 2001, 2000 and 1999 of $2,804, $2,097 and $2,310,
respectively,  for prequasi-reorganization net operating losses has been
credited to Paid-in Capital.  At December 31, 2001 all prequasi-reorganization
net operating loss tax benefits had been fully recognized and no further tax
benefits are available to be credited to Paid-in Capital after that date.

               The following is a reconciliation between the federal statutory
rate and the effective rate used for the Company's provision for taxes:


























<TABLE>
                         DOVER INVESTMENTS CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                         December 31, 2001, 2000 and1999
               (in thousands except share and per share amounts)

NOTE E - INCOME TAXES (continued)
<CAPTION>
                                                                                                  2001         2000       1999
     <S>                                                                                   <C>         <C>          <C>
     Tax expense at statutory federal income tax rate (34%)      $1,372      $3,285      $2,690
     State franchise tax                                                                   235           570           467
     Change in valuation allowance                                            (1,395)          473           485
     Recognition of remaining prequasi-
         reorganization tax benefits                                               1,426              -               -
     Other                                                                                      (24)            18           (34)
     Income tax expense                                                           $1,614       $4,346      $3,608

     Net deferred taxes as of  December 31, are as follows:
                                                                                                  2001         2000         1999
         Deferred tax asset:
          Accrued warranty reserve                                             $   140       $    -           $ 128
          AMT credit carry forward                                              2,618            654           634
              Difference between book and tax
                partnership investment                                                   -              551            -
          Accrued expenses                                                                22             29             10
          Other                                                                                 113            -                  1
          Depreciation                                                                        17             10              (2)
          Net operating loss carry forward                                        929           151           151
                                                                                                 3,839        1,395           922
          Valuation allowance                                                            -          (1,395)        (922)
                                                                                                 3,839            -                -
        Deferred tax liability:
           Difference between book and tax
             partnership investment                                                (1,910)           -                -
           Net deferred tax asset                                                  $1,929      $     -         $     -
 <FN>
                    Statement of Financial Accounting Standards ("SFAS") No.109 requires the
establishment of a valuation allowance to reflect the likelihood of realization of deferred tax
assets.  In 2000 and 1999 the Company  recorded a valuation allowance for the total amount of
deferred tax assets.  The deferred tax asset schedule for 2000 and 1999 did not give effect to any
deferred tax asset related to prequasi-reorganization tax loss carry forwards. At December 31,
2001, the Company has determined that it is more likely than not that its deferred tax assets
including those related to the remaining prequasi-reorganization tax loss carry forwards, will be
realized, and accordingly the valuation allowance has been reduced.
</TABLE>

                               DOVER INVESTMENTS CORPORATION
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   December 31, 2001, 2000 and 1999
                          (in thousands except share and per share amounts)

NOTE E - INCOME TAXES (continued)

               As of December 31, 2001, the Company has Federal net operating
loss carry forwards of approximately  $2,731 expiring through 2011.


NOTE F - FAIR VALUE OF FINANCIAL INSTRUMENTS

               The Company's financial instrument assets and liabilities
consist of cash and cash equivalents, notes receivable and long-term debt.
The balance sheet carrying amounts of cash and cash equivalents, notes
receivable and debt approximate the estimated fair values.


NOTE G - COMMON STOCK OPTION PLANS AND EARNINGS
                  PER SHARE

               At December 31, 2001, the Company had three stock-based
compensation plans.  Two of the plans are primarily for employees and
the other is for non-employee Directors. The Company applies APB
Opinion 25 "Accounting for Stock Issued to Employees" and related
interpretations in accounting for the plans, and has adopted the disclosure
only provisions of Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation".  Accordingly, since
options are issued at fair market value no compensation costs have been
recognized for the plans.

STOCK OPTION PLAN FOR EMPLOYEES

               Under the 1995 Stock Option Plan (the "Plan"), 400,000 shares
of Class A Common Stock and 400,000 shares of Class B Common Stock
of the Corporation have been reserved for issuance pursuant to the Plan.
The aggregate number of shares  which may be issued under the Plan shall
not exceed 400,000 shares of any combination of shares of Class A Common
Stock and Class B Common Stock.  Awards may be made under the
Plan until January 16, 2005.


                          DOVER INVESTMENTS CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                    December 31, 2001, 2000 and 1999
                      (in thousands, except share and per share amounts)


NOTE G - COMMON STOCK OPTION PLANS AND EARNINGS
                 PER SHARE(continued)

               The exercise price for shares subject to the options granted
under the Plan is the fair market value of the shares at the date of grant.
The option price per share of a stock option granted to a person who, on
the date of such grant, owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company shall not
be less than 110% of the fair market value on the date that the option is
granted.  Options granted under the Plan become exercisable over two
and three years at the rate of approximately 50% and 33.333%, each year
on each anniversary of the grant date, with full vesting occurring on the
second or third anniversary date.  As of December 31, 2001, options for
166,500 shares were outstanding.


STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

          The 1990 Stock Option Plan for Non-employee Directors
(the "Restated Plan"), was restated and approved by stockholders on
May 24, 2000.  The exercise price for each option granted is the market
price of the shares at the date of grant.  Options granted under the Restated
Plan are exercisable in 50% increments on each anniversary of the grant date,
with full vesting occurring on the second anniversary date.  All options
terminate upon the earliest of (a) thirty days after an optionee ceases to be
a director of the Company for any reason other than death, (b) six months
after an optionees death or (c) ten years after the date such options
were granted.

               The aggregate number of shares which may be issued under the
Restated Plan shall not exceed 12,500 shares of Class A Common Stock.

               The Restated Plan provides that each director who is not an
employee of the Company and has not been an employee of the Company
for all or any part of the preceding fiscal year automatically receives
options to purchase 1000 shares of Class A Common Stock upon their
election or appointment as a director of the Company.  Thereafter, every
year options to purchase 500 shares of Class A Common Stock (subject to
adjustment for recapitalization, stock splits and similar events) will
                          DOVER INVESTMENTS CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                    December 31, 2001, 2000 and 1999
                      (in thousands, except share and per share amounts)


NOTE G - COMMON STOCK OPTION PLANS AND EARNINGS
                 PER SHARE(continued)

automatically be granted to such director, provided, however,  that such
automatic option grants will be made only if the director (a) has served
on the Board of Directors for the entire two preceding fiscal years, (b) is
not otherwise an employee of the Company or any subsidiaries on the
date of grant and (c)  has not been an employee of the Company or any
subsidiaries for all or any part of the preceding fiscal years. As of
December 31, 2001, options for 150 shares were outstanding for the
directors.

               The Board of Directors has proposed to extend the term of
the Plan, under which options may be granted, until September 28, 2004.
The plan amendment was approved by the stockholders.

               Had compensation cost for all the plans been determined based
on the fair value of the options at the grant dates consistent with the
methodology prescribed by  FAS 123, the Company's net income and income
per share would be reduced to the pro forma amounts indicated below:




















<TABLE>
                        DOVER INVESTMENTS CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                               December 31, 2001, 2000 and 1999
               (in thousands, except share and per share amounts)

NOTE G - COMMON STOCK OPTION PLANS AND EARNINGS PER SHARE (continued)

                                                                      Year Ended December 31,
                                                                        2001              2000            1999
<CAPTION>
       <S>                                                     <C>               <C>             <C>
       Net income:
           As reported                                       $2,422            $5,317         $4,305
           Pro forma                                            2,106             5,050           4,225
       Basic net income per share:
           As reported                                         $2.03             $4.64           $3.93
           Pro forma                                             1.76                4.41             3.86
       Diluted net income per share:
           As reported                                         $2.01             $4.62           $3.88
           Pro forma                                             1.75                4.39             3.81
<FN>
</TABLE>

               The fair value of each option grant is estimated on the date of
grant using the Black-Scholes options pricing model with the following
weighted-average assumptions: expected life of  five years from the date of
grant;  stock volatility 47% in 2001, 74% in 2000 and 56% in 1999;
risk free interest rates, 5.12% in 2001, 5.12% in 2000 and 6.45% in 1999;
no dividends are expected.

               A summary of the status of the Company's fixed stock plans as
of December 31, 2001, 2000 and 1999,  and changes during the years
ending on those dates is presented below:












<TABLE>
                        DOVER INVESTMENTS CORPORATION
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                               December 31, 2001, 2000 and 1999
               (in thousands, except share and per share amounts)

NOTE G - COMMON STOCK OPTION PLANS AND EARNINGS PER SHARE (continued)


                                          December 31, 2001       December 31, 2000       December 31, 1999
<CAPTION
                                                         Weighted                       Weighted                       Weighted
                                                         Average                         Average                         Average
                                                         Exercise                         Exercise                         Exercise
                                          Shares     Price              Shares      Price             Shares       Price
<S>                                <C>           <C>              <C>         <C>               <C>           <C>
Outstanding
   at beginning of year      167,250     $12.44          172,300    $11.12          145,616       $ 7.17
Granted                               1,500      12.30            46,500      11.29          111,500        13.04
Exercised                           (2,250)       6.81           (51,550)       7.51          (84,816)        6.89
Outstanding at end
   of year                         166,500       12.52          167,250      12.44           172,300       11.12
Options exercisable
   at year end                   136,749     $12.66            61,667    $12.42              6,217        $6.31
Weighted-average fair
   value of options
   granted
   during the year                                $8.00                             $7.93                              $6.52
<FN>
</TABLE>















<TABLE>
                              DOVER INVESTMENTS CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                     December 31, 2001, 2000 and 1999
                         (in thousands, except share and per share amounts)

NOTE G - COMMON STOCK OPTION PLANS AND EARNINGS PER SHARE (continued)

          The following information applies to options outstanding at December 31, 2001:
                                             Options  Outstanding                                  Options  Exercisable
<CAPTION>
                            Options           Weighted                                          Options              Weighted
Range of              Outstanding     Average                 Weighted            Exercisable        Average
Exercise               at December    Remaining              Average             at December       Exercise
Prices                   31, 2001         Contractual Life      Exercise Price     31, 2001            Price
<S>                     <C>                 <C>                        <C>                   <C>                  <C>
$ 5.88  -   6.38           2,000                 5.25                     $ 6.22                2,000               $ 6.22
$ 8.13  -   9.50           6,250                 7.12                     $ 9.33                6,250               $ 9.33
$10.75 - 11.50         11,750                 9.02                    $11.01                4,083              $11.02
$12.00 - 16.00       146,500                 3.65                    $12.86            124,416              $12.99
                             166,500                                            $12.52            136,749              $12.66
<FN>
               The following table illustrates the reconciliation of the numerators and denominators of
the basic and diluted earnings per share computations.
</TABLE>

<TABLE>
                                                                                         Year Ended December 31,
<CAPTION>
                                                                                    2001              2000               1999
<S>                                                                       <C>               <C>                <C>
Net Income                                                                 $2,422           $5,317            $4,305

Weighted average common shares outstanding       1,195,733      1,145,489        1,094,472
Additional dilutive potential common shares                 7,257             5,715             13,955

Diluted shares outstanding                                     1,202,990      1,151,204        1,108,427

Net income per share - basic                                         $2.03             $4.64               $3.93

Net income per share - diluted                                      $2.01              $4.62              $3.88

Shares excluded from diluted EPS                            101,000          100,500           141,000
<FN>
</TABLE>