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

                                    FORM 10-KSB/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, 2003
                                        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-B 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-KSB or any amendment to this Form 10-KSB.

Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 126-2). Yes   No  x

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, 2004 was $31,957,749.

The number of shares outstanding of each of the registrant's classes
of Common Stock as of March 1, 2004, were as follows:

                     Title                               Shares Outstanding

Class A Common Stock ..........                    1,006,089
Class B Common Stock ..........                       310,961


          DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Proxy Statement relating to the registrant's
2004 Annual Meeting of Stockholders are incorporated by reference
into Part III of this Report on Form 10-KSB.





    
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                 DOVER INVESTMENTS CORPORATION
                         FORM 10-KSB/A
              FOR THE YEAR ENDED DECEMBER 31, 2003

      This Form 10-KSB/A is being filed solely to add to Item 3
disclosure regarding the status of the lawsuits relating to the
Company's Marina Vista project and regarding another lawsuit, which
disclosure was inadvertently omitted from the Company's Annual
Report on From 10-KSB for the year ended December 31, 2003,
filed with the Securities and Exchange Commission on March 19,
2004.  Other than these changes to Item 3, no other changes are
being made to such Form 10-KSB by means of this filing.


ITEM 3.   LEGAL PROCEEDINGS

On June 25, 2002, owners of homes sold by the Company through
 its venture with Westco Community Builders, Inc. ("WCB") at its
Marina Vista project in San Leandro, California, which was
completed in February 2000, filed a complaint against the Company
in the Superior Court of California in the County of Alameda.
Also on June 25, 2002, the Marina Vista of San Leandro Owners'
Association, the homeowners' association for the owners of the
homes at the Marina Vista project, filed a complaint against the
Company in the same court.  In addition to the Company, WCB,
H. F. Properties Ltd., a former subsidiary of the Company, and
Westco Marina, Inc., a former subsidiary of WCB, are named as
defendants in the complaints.  The complaints have been amended
to name subcontractors at the Marina Vista project as additional
defendants.  The complaints allege, among other things, breach of
contract, violation of the governing documents of the Marina Vista
homeowners' association, negligence, breach of warranty, strict
liability, misrepresentation, breach of fiduciary duty and nuisance
based on alleged construction defects at the Marina Vista project.
The plaintiffs are seeking damages in an unspecified amount for
property damage and personal injury, attorneys' fees and expert
fees and investigative costs.

      Settlement discussions among the plaintiffs and insurance
carriers for the Marina Vista project are ongoing.  The Company
believes that a tentative settlement has been reached with respect
to all claims against the Company, WCB,  H. F. Properties Ltd. and
Westco Marina, Inc.  The Company does not expect the litigation to
have any effect on the Company's financial condition and results
of operations.

      The Company has received a proposal from The Lawrence
Weissberg Revocable Living Trust, the Company's majority
stockholder (the "Trust"), to take the Company private in a
transaction in which all stockholders of the Company (other than
the Trust and others who join the Trust in taking the Company
private) would receive $24.50 in cash for each share of the
Company (the "Shares") that they own.  A special committee of
independent directors has been granted the full authority of the
Board of Directors of the Company to evaluate the Trust's
proposal.  The special committee has engaged its own financial
advisor and legal counsel in connection with the proposal, and
is currently evaluating the proposal. Following the January 27,
2004 announcement of the proposal, a putative class action lawsuit
was filed by a stockholder of the Company against the Company,
the members of the Board of  Directors and the Trust in the Delaware
Court of Chancery. The complaint in this action, which purported to
be brought on behalf of all of the stockholders of the Company
excluding the defendants and their affiliates, generally alleges
(i) breaches of fiduciary duty by the defendants, and (ii) that the
defendants, in connection with the Trust's proposal, are pursuing
a course of conduct designed to eliminate the public stockholders
of the Company in violation of the laws of the State of Delaware.
The complaint seeks to enjoin the proposal or, in the alternative,
damages in an unspecified amount and rescission in the event that
the proposal is consummated.  The defendants believe that the
allegations of the complaint are without merit and intend to
vigorously defend themselves against this lawsuit.


ITEM 13.  EXHIBITS, FINANCIAL STATEMENTS,
                  SCHEDULES AND REPORTS ON FORM 8-K

           (a)  The exhibits listed below are filed with this report.


                 31.1   Certification of President pursuant to Section 302
                           of the Sarbanes-Oxley Act of 2002.

                 31.2   Certification of Principal Financial Officer pursuant
                           to Section 302 of the Sarbanes-Oxley Act of 2002.




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                          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: April 6, 2004        By:  /s/ Frederick M. Weissberg
                                                  Frederick M.  Weissberg
                                                   Chairman of the Board
                                                    and President































EXHIBIT INDEX

Exhibit No.    Description

31.1                Certification of President pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002.

31.2                Certification of Principal Financial Officer pursuant
                       to Section 302 of the Sarbanes-Oxley Act of 2002.