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

                                   FORM 10-KSB
(Mark One)
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
                   For the fiscal year ended December 31, 1997
                                        OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
         For the transition period from                to               

                          Commission File Number 1-8631

                          DOVER INVESTMENTS CORPORATION
                  (Name of small business issuer in its charter)

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

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

                                  (415) 777-0414
                           (Issuer'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)

Check whether the issuer: (1) 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       

Check if there is no disclosure of delinquent filers in response to Item 405 
of Regulation S-B contained in this form, and no disclosure will 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.  [ ]

The issuer's revenues for its most recent fiscal year, which is the year 
ended December 31, 1997 were $19,085,486.

The aggregate market value of the voting stock held by non-affiliates, 
computed by reference to the average bid and asked prices of the Class A 
Common Stock and Class B Common Stock as of February 1, 1998, was $5,365,400. 
The average bid and asked prices of Class A Common Stock and Class B Common 
Stock were $8.6875 and $8.6875 per share, respectively, on that date.

The number of shares outstanding of each of the issuer's classes of Common 
Stock as of February 1, 1998, were as follows:

          Title                                     Shares Outstanding

     Class A Common Stock ..........................        684,810   
     Class B Common Stock ..........................        317,867   
                                   
           Transitional Small Business Disclosure Statement
                           Yes        No  X 

                  DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Proxy Statement relating to the registrant's 1998 
Annual Meeting of Stockholders are incorporated by reference into Part III 
of this Report on Form 10-KSB.







                           TABLE OF CONTENTS
                                                               Page No.


                                PART I



   ITEM 1.   DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . .  1

   ITEM 2.   DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . .  1

   ITEM 3.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . .  3

   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . .  3



                                PART II



   ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS . . . . . . . . . . . . . . . . . . . . . . . .  3

   ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF                
             OPERATIONS . . . . . . . . . . . .  . . . . . . . . .    5

   ITEM 7.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . .  7

   ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . .  7



                               PART III



   ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
             PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE 
             EXCHANGE ACT. . . . . . . . . . . . . . . . . . . . . . .8

   ITEM 10.  EXECUTIVE COMPENSATION .. . . . . . . . . . . . . . . . .8

   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . .  8

   ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . .8

   ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K. . . . . . . . . .9



   APPENDIX A.   CONSOLIDATED FINANCIAL STATEMENTS OF DOVER INVESTMENTS
                 CORPORATION AND SUBSIDIARIES, AND REPORT OF 
                 INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS,
                 DECEMBER 31, 1997 AND 1996







                              PART I


ITEM 1.   DESCRIPTION OF BUSINESS

          The Company engages primarily in land development and building of 
single family homes. 

ITEM 2.   DESCRIPTION OF PROPERTY

          Real Estate Development.  At December 31, 1997, the Company has 
completed lot improvements on one hundred and ninety eight lots and partial 
improvements on fifty one additional lots. Of the one hundred and ninety 
eight lots with completed lot improvements, ten are part of a model complex, 
one hundred and fifty four have been built, sold and closed, twenty one are 
under construction, eighteen of which have contracts of sale and three are 
for sale. The remaining thirteen of the one hundred and ninety eight lots 
have lot improvements and will be further developed during the next phase of 
construction.  The market for homes at Marina Vista improved substantially 
during 1997.  See "Management's Discussion and Analysis or Plan of 
Operations" for a discussion of the financing of the Marina Vista property. 


          Land Development.  The Company continues to be part of a Glenbriar 
Joint Venture (the "GJV") with Westco Community Builders, Inc. ("Westco") in 
Tracy, California which owns one hundred and eight acres of land comprising 
a portion of the Glenbriar Estates Project.  During 1996, the Company formed 
a limited liability company with Westco, known as Glenbriar Venture #2 which 
holds options to purchase approximately one hundred and thirty one acres of 
land also comprising a portion of the Glenbriar Estates Project.  GJV and
Glenbriar Venture #2 have succeeded in rezoning the Glenbriar Estates 
property to Low Density Residential and have obtained the approval of new 
tentative subdivision maps which provide for three hundred and eighty two 
lots on the GJV property and approximately five hundred lots on the Glenbriar
Venture #2 property.  The tentative subdivision maps provide for four lot 
types ranging in size from 6,000 square feet to one acre in size.  
In June 1997, GJV commenced rough grading of the entire GJV property and has 
installed the principal off tract and "backbone" improvements.  GJV has 
obtained final subdivision maps covering ninety two of the 6,000 square foot 
lots (Units 5 & 6) and has sold these lots in an "unfinished" state to an 
unrelated merchant builder.  This builder closed the sale of its first houses
within the subdivision.  GJV has also granted this builder an option to 
purchase an additional eighty eight lots (Unit 7) in an "unfinished" state, 
and the builder has notified GJV of its intention to exercise the option.  
Additionally, GJV has obtained approval of a final subdivision map covering 
eighty of the 7,200 square foot lots (Unit 2) and plans to build homes for 
sale on these lots.  Site improvements on these lots (e.g. utilities, 
streets, curbs, gutters, paving, etc.) are currently being installed and 
house plans have been submitted to the city for "plan check". GJV currently 
has two other final subdivision maps on file with the City of Tracy pending 
approval covering eighty four lots (Units 3 & 4).  GJV intends to develop 
these lots by construction of single family homes for sale to the public.  
Additional subdivision maps will be submitted for approval as the market will
permit.  In the future, GJV intends to build homes for sale to the public, 
as well as sell lots to unrelated merchant builders.

During the third quarter, the Company entered into agreements with Westco 
whereby Westco would construct and sell two higher priced custom single 
family homes in the Silicon Valley Region of California.  The profits from 
these two homes will be split between the partners upon sale.  The properties
have been purchased and construction has commenced on one home and the other 
home is in "plan check" with the local governmental agency.  
     
     The Company expects that the Marina Vista project and the Glenbriar 
Estates Project will provide a profit from the sale of homes and lots.  The 
Company expects to invest in other real estate projects when appropriate 
opportunities occur and is not subject to any limitations on the percentage 
of assets which may be invested in any single investment or type of
investment. In order to maintain it's market share of new home sales, the 
Company keeps home prices competitive with other builders of a similar 
product, in the vicinity of the project.


Employees

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


Leases

          The Company entered into an agreement to lease new premises for a 
term that commenced on October 1, 1997 and ends on September 30, 2002, with 
an option to extend the term of the lease for an additional period of five 
years, commencing immediately after the expiration of the term of the lease. 
The Company entered into an agreement to sublease to another Corporation a 
portion of the premises.  That Corporation's share of the lease equals
35% of the total rent and operating costs.  The base rent per rentable square
foot for years one thru three equals $20.59, years four thru five $23.09 per 
square foot.  The Company is also responsible for a yearly operating cost 
payment equal to 1.73 percent of the basic operating cost, which amounted 
to $3,293.67 per month for 1997.






ITEM 3.   LEGAL PROCEEDINGS
          None


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          None.



                              PART II


ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS


Market Information

          Shares of the Class A Common Stock and the Class B Common Stock are
currently traded on the NASD OTC Bulletin Board under the symbols DOVR-A 
and DOVR-B.

          The high and low bid information for 1997 and 1996 are as reported 
on the National Quotation Bureau Pink Sheets.  Such bid quotations reflect 
inter-dealer prices, without retail mark-up, mark-down or commission, and 
may not represent actual transactions. 

                                        CLASS A COMMON STOCK
                                                                     
                                        High                Low

Fiscal 1997 Quarter Ended:                                
       March 31                         5.875               4.750     
       June 30                          6.375               6.000
       September 30                     7.500               7.000
       December 31                      8.125               8.125

Fiscal 1996 Quarter Ended:
       March 31                         6.875               6.375     
       June 30                          8.000               6.375            
       September 30                     6.000               5.875     
       December 31                      6.250               5.500

       
                                        CLASS B COMMON STOCK

                                      
                                        High                Low
Fiscal 1997 Quarter Ended:             
       March 31                         5.875               4.750
       June 30                          6.375               6.000 
       September 30                     7.500               7.000
       December 31                      8.125               8.125

Fiscal 1996 Quarter Ended:
       March 31                         6.875               6.375
       June 30                          8.000               6.375
       September 30                     6.000               5.875
       December 31                      6.250               5.500           


Holders
                             
               As of February 1, 1998, there were 533 stockholders of record 
of the Class A Common Stock and 160 stockholders of record of the Class B 
Common Stock.


Dividends

               The Company has not paid dividends on the Class A Common Stock
and Class B Common Stock since June 30, 1989 and presently has no intention 
to pay dividends in the foreseeable future.

               In August 1997 and June 1995, the Company's Board of Directors
approved a stock repurchase program under which the Company may, subject to 
certain requirements, purchase up to 400,000 shares of its Common Stock in 
the open market.  Through December 31, 1996, the Company had repurchased 
159,860 shares of Common Stock, at an aggregate purchase price of $835,000.  
As of December 31, 1996 and 1997, 850 and 35,894 shares respectively have 
been reissued.








ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN  OF
         OPERATIONS


Results of Operations for the Years Ended December 31, 1997 and 1996

                The Company had net income of $388,000 for the year ended 
December 31, 1997, compared to net loss of $174,000 for the year ended 
December 31, 1996.  The income for 1997 was the result of increased gross 
profit from a higher number of home sales at the Marina Vista project and 
the sale of lots to an unrelated merchant builder at the Glenbriar Joint
Venture property.      
                             
                 In the year ended December 31, 1997, the Company closed the 
sale of 53 homes at the Marina Vista and 92 lots at the Glenbriar Joint 
Venture project , compared to 33 homes and no lot sales in the year ending 
December 31, 1996.  Total sales were $18,921,000 for 1997, resulting in a 
gross profit of $2,553,000 and a gross profit margin of 13.49 percent,
compared to total sales of $10,036,000 for 1996, resulting in a gross profit 
of $880,000 for the year and a gross profit margin of 8.77 percent.  The 
increase in profit margin  is attributable to the increase in sales prices 
and the sale of lots at the Glenbriar Joint Venture property.  Selling 
expenses of $1,130,000 include the costs of maintaining a sales office, the
model homes, commissions payable to outside brokers and fees payable to 
Westco.  General and administrative expenses increased by $84,000 in 1997.  
The increase in  general & administrative expenses for 1997 was attributable 
to higher professional fees and other administrative expenses. The Company's 
cash requirements for the next twelve months will be satisfied by proceeds 
from home and lot sales.  
                                                              
                 Interest income in 1997 increased to $131,000, compared to 
$124,000 in 1996, due to higher cash balances from increased home sales.

                 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 sale is 
recognized, which includes land, site development, construction, management
fees and financing costs.








Liquidity and Capital Resources

               At December 31, 1997, the Company had total assets of 
$29,109,000, as compared to total assets of $26,725,000 at December 31, 1996.
The cost of the Company's property being developed was $21,900,000 in 1997, 
compared to $23,119,000 in 1996. Highly liquid assets were $4,076,000 at 
December 31, 1997, compared to $2,963,000 at December 31, 1996.

               The Company's total liabilities increased to $8,662,000 at 
December 31, 1997, compared to $7,629,000 at December 31, 1996.  This 
increase was attributable primarily to an increase in notes payable to 
$7,063,000, in 1997, from $5,999,000, in 1996, and a decrease in accrued 
interest and other liabilities to $1,373,000 in 1997 from $1,490,000 in 1996.

               The increase in additional paid-in capital of $779,000 for the
year ended December 31, 1997, is due primarily to realization of the tax 
benefits related to net operating losses incurred prior to the quasi-
reorganization in the amount of $760,000 and the reissuance of treasury stock
of $19,000. 

               During 1997, the Company made the final principal payment of 
$2,500,000 to the seller of the Marina Vista property.  The seller released 
the remaining property from the lien of its deed of trust.

               During 1997, the Company's primary liquidity needs were 
related to funding development costs of the Marina Vista, the Glenbriar Joint
Venture projects and the custom single family homes, in addition to notes 
payable, the principal payment of $2,500,000 and interest payments of $638,000.
                             
                The Company borrowed a total of $4,665,000 from private 
sources to pay for home construction costs, during 1997.  The loans are 
secured by lots and homes under construction and will be paid from the 
proceeds of home and lot sales.   The loans bear interest at the rate of 
prime plus 1.5 percent per annum and mature on September 30 and December 31, 
1998.  The Company also obtained an $802,000 loan secured by four model
homes.  The loan bears interest at the rate of 11.25 percent per annum and 
matures on June 30, 1998.   

                The Company's primary source of liquidity during 1997, was 
from the proceeds of home sales.  The Company may also borrow funds from time
to time to develop both the Marina Vista and the Glenbriar Joint Venture 
projects.

                As the millennium approaches, the Company is preparing its 
computer system to be Year 2000 compliant.  In the process, the Company 
expects to replace and upgrade the system.  The Company does not expect that 
the expense, to become Year 2000 compliant, will have a material effect on 
its financial position or results of operation.




ITEM 7.  FINANCIAL STATEMENTS


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


          Index to Financial Statements

          Report of Independent Certified Public Accountants . . . . . .A-1

          Consolidated Balance Sheets at December 31, 1997 and 1996. . .A-2

          Consolidated Statements of Operations for the Years Ended
             December 31, 1997 and 1996. . . . . . . . . . . . . . . . .A-3

          Consolidated Statement of Stockholders' Equity for the 
             Years Ended December 31, 1997 and 1996. . . . . . . . . . .A-4

          Consolidated Statements of Cash Flows for the Years Ended
             December 31, 1997 and 1996. . . . . . . . . . . . . . . . .A-5


          Notes to Consolidated Financial Statements at
             December 31, 1997 and 1996. . . . . . . . . . . . . . . . .A-6



ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

          None.









                             PART III


ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
          ACT

          The information required by this item is incorporated by reference 
to the information set forth under the caption "Proposal 1 -- Election of 
Directors" contained in the Proxy Statement to be used by the Company in 
connection with its 1998 Annual Meeting of Stockholders.


ITEM 10.  EXECUTIVE COMPENSATION

          The information required by this item is incorporated by reference 
to the information set forth under the caption "Compensation of Executive 
Officers and Directors" contained in the Proxy Statement to be used by the 
Company in connection with its 1998 Annual Meeting of Stockholders.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

          The information required by this item is incorporated by reference 
to the information set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" contained in the Proxy Statement to be used
by the Company in connection with its 1998 Annual Meeting of Stockholders.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          The information required by this item is incorporated by reference 
to the information set forth under the caption "Certain Transactions" 
contained in the Proxy Statement to be used by the Company in connection with
its 1998 Annual Meeting of Stockholders.


ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K

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

             3.1    Restated Articles of Incorporation and Restated By-Laws of 
                    the Company.(4)

            10.1    1982 Stock Option Plan.(1)

            10.2    Form of Nonqualified Incentive Stock Option Agreement.(1)

            10.3    $10,000,000 Promissory Note Secured by Deed of Trust dated
                    March 29, 1991.(1)

            10.4    Development Agreement dated November 15, 1991 between
                    H.F. Properties, Ltd. and Westco Marina, Inc., 
                    as amended.(1)

            10.5    Tax Sharing Agreement dated November 20, 1989 among the
                    Company, the Association, Homestead Land Development
                    Corporation and Gramercy.(1)

            10.6    Stock Option Plan for Nonemployee Directors.(2)

            10.7    Sublease Agreement dated April 1, 1993 between the Company
                    and Wilfred, Inc.(2)

            10.8    Extension and Modification Agreement for Promissory Note 
                    and Deed of Trust dated August 25, 1992.(2)

            10.9    Partnership Agreement, Glenbriar Joint Venture, dated 
                    January 7, 1994 between GIC Investment Corporation and 
                    Westco Community Builders.(3)

            10.10   Stock Option Plan for Nonemployee Directors.(5)
                  
            10.11   Form of Nonqualified Stock Option Agreement as of 
                    November 16, 1994.(5)

            10.12   1995 Stock Option Plan.(5)      

            10.13   Form of Incentive Stock Option Agreement.(5)

            10.14   Form of Nonqualified Stock Option Agreement.(5)

            22.1    Subsidiaries of the registrant.(3)                       
                    
            24.1    Consent of Grant Thornton LLP

            27.1    Financial Data Schedule for the Year Ended 
                    December 31, 1997.

___________________
                   
            (1) -   Incorporated by reference to the Exhibit bearing the same
                    numerical description in the Company's Annual Report on 
                    Form 10-K for the Year Ended December 31, 1991.

            (2) -   Incorporated by reference to the Exhibit bearing the same
                    numerical description in the Company's Annual Report on 
                    Form 10-KSB for the Year Ended December 31, 1992.

            (3) -   Incorporated by reference to the Exhibit bearing the same
                    numerical description in the Company's Annual Report on 
                    Form 10-KSB for the Year Ended December 31, 1993.

            (4) -   Incorporated by reference to the Exhibit bearing the same
                    numerical description in the Company's Annual Report on 
                    Form 10-KSB for the Year Ended December 31, 1994.

            (5) -   Incorporated by reference to the Exhibit bearing the same
                    numerical description in the Company's Quarterly Report 
                    on Form 10-QSB for the Quarter Ended June 30, 1995.
       
     (b)  No reports on Form 8-K were filed with the Securities and Exchange
          Commission during the fourth quarter of the year ended 
          December 31, 1997.


<PAGE>
                            SIGNATURES

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


                              DOVER INVESTMENTS CORPORATION


Date: March 20 , 1998         By:  /s/ Lawrence Weissberg     
                                Lawrence Weissberg
                                Chairman of the Board,
                                President and Chief
                                Executive Officer


          In accordance with the Exchange Act, this report has been signed 
below by the following persons on behalf of the registrant and in the 
capacities and on the dates indicated.

Signature                           Title                  Date     


/s/ Arnold Addison                  Director               March 20, 1998
(Arnold Addison)

/s/ John Gilbert                    Director               March 20, 1998
(John Gilbert)

/s/ Erika Kleczek                   Principal              March 20, 1998 
(Erika Kleczek)                     Financial Officer

/s/ Lawrence Weissberg              Director, Chairman     March 20, 1998
(Lawrence Weissberg)                of the Board, 
                                    President and Chief
                                    Executive Officer 
                                    (Principal Executive
                                    Officer)
       
/s/ Will C. Wood                    Director               March 20, 1998
(Will C. Wood)

<PAGE>
                            APPENDIX A
                                 
                                 
                CONSOLIDATED FINANCIAL STATEMENTS
      AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                 
                  DOVER INVESTMENTS CORPORATION
                         AND SUBSIDIARIES
                                 
                    December 31, 1997 and 1996
                                 
<PAGE>





               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Shareholders
Dover Investments Corporation and Subsidiaries

     We have audited the accompanying consolidated balance sheets of Dover 
Investments Corporation, Joint Ventures and Subsidiaries as of December 31, 
1997 and 1996, and the related consolidated statements of operations, 
stockholders' equity and cash flows for the years then ended.  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 generally accepted auditing 
standards.  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, Joint Ventures and Subsidiaries as of December 31, 
1997 and 1996, and the consolidated results of their operations and their 
consolidated cash flows for the years then ended in conformity with generally
accepted accounting principles.



GRANT THORNTON LLP

San Francisco, California
March 4, 1998
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
           DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES
                                  
                     CONSOLIDATED BALANCE SHEETS
                            December 31, 
                 (in thousands except share amounts)
                                                                     
  ASSETS                                             1997               1996

   Cash                                           $ 2,660            $ 1,438    
   Restricted Cash                                  1,416                125 
   Securities Purchased under Agreement to Resell      -               1,400 
   Homes Held for Sale                              1,290              1,437
   Property Held for Development                   20,610             21,682
   Other Assets                                     2,781                643   
     Deferred Income Taxes                            352                 -   
     Total Assets                                 $29,109            $26,725
                     
  LIABILITIES AND STOCKHOLDERS' EQUITY
   Accrued Interest and Other Liabilities         $ 1,373            $ 1,490
     Notes Payable                                  7,063              5,999 
   Deferred Income Taxes                               -                   9    
   Minority Interest in Joint Venture                 226                131
         Total Liabilities                          8,662              7,629   
     
  Stockholders' Equity  
   Class A Common Stock, Par Value, $.01 
    Per Share-Authorized 2,000,000 Shares; 
    Issued 804,927 Shares at 12/31/97 and 
    805,098 Shares at 12/31/96                          8                  8
   Class B Common Stock, Par Value, $.01 Per 
    Share-Authorized 1,000,000 Shares; Issued 
    322,427 Shares at 12/31/97 and 322,708 
    Shares at 12/31/96                                  3                  3
   Additional Paid-In Capital                      19,810             19,031    
   Retained Earnings from January 1, 1993           1,272                884
   Treasury Stock (119,316 in 1997 and 
    154,450 in 1996 of Class A Shares 
    and 4,560 of Class B Shares)                     (646)              (830)   
    
   Total Stockholders' Equity                      20,447             19,096 
                                   
   Total Liabilities and Stockholders' Equity     $29,109            $26,725 
                                                                      

                                               
          The accompanying notes are an integral part of these statements.


           DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES
                                  
                CONSOLIDATED STATEMENTS OF OPERATIONS
                      Year Ended December 31, 
               (in thousands except per share amounts)


                                                 1997                  1996
                              
    Home Sales                                $16,972               $10,036     
    Lot Sales                                   1,949                    -   
       Total Sales                             18,921                10,036
   
    Cost of Homes Sold                         14,969                 9,156     
    Cost of Lot Sales                           1,361                    -    
       Total Cost of Sales                     16,330                 9,156
 
    Minority Interest in Joint Ventures            38                    -   

      Gross Profit                              2,553                   880 

    Selling Expenses                            1,130                   697 
    General and Administrative Expenses           618                   534 
                                                1,748                 1,231 

      Operating Profit (Loss)                     805                  (351)

    Other Income                                                             
    Interest                                      131                   124
    Fees                                           34                    -   
      Total Other Income                          165                   124 

      Income (Loss) before Income Taxes           970                  (227)
     
      Provision (Benefit) for Income Taxes        582                   (53)  
     
      Net Income (Loss)                          $388                 $(174)

      Net Income (Loss) per Share               $0.39                $(0.18)
      Net Income per Share
        Assuming Dilution                       $0.38                $   -      

               The accompanying notes are an integral part of these statements.

<TABLE>
                  DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY 
                           Two years ended December 31 
                                  (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>            <C>  
Balance at January 1, 1996      $ 8       $ 3     $19,185       $1,058        $(671)         $19,583 

Reissuance of treasury stock      -         -          (2)          -             2               -
Purchase of common stock          -         -           -           -          (161)            (161)
Adjustment for utilization of                                                                                      
prior years prequasi-                                                                                             
reorganization net operating
loss tax benefits                 -         -        (152)          -            -              (152)
Net loss for the year             -         -          -          (174)          -              (174) 

Balance at December 31, 1996      8         3      19,031          884         (830)          19,096      
Reissuance of treasury stock      -         -          19           -           184              203
Realization of prequasi-          
 reorganization net operating
 loss tax benefits                -         -         760           -            -               760
Net income for the year           -         -          -           388           -               388

Balance at December 31, 1997    $ 8       $ 3     $19,810       $1,272        $(646)         $20,447     








<FN>
                                        
         The accompanying notes are an integral part of this statement.

</TABLE>
<TABLE>                                        
                                        
                                        
                 DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES
                                        
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            Year ended December 31,
                                 (in thousands)
                                        
                                                        1997            1996    
Cash Flows from Operating Activities:
  Net Income (Loss)                                   $  388         $  (174)
  Reconciliation of Net Income (Loss) to Net Cash        
   Provided by (Used in) Operating Activities:
      Minority Interest                                   95              80
      Deferred Taxes                                    (361)            (50)
      Tax Benefit of Utilizing Prequasi-                                        
       reorganization Net Operating Losses               760              -     
Changes in Assets and Liabilities:
      Restricted Cash                                 (1,291)            339 
      Property Held for Development                    1,072             831
      Homes Held for Sale                                147            (174)
      Other Assets                                    (2,138)            (10)
      Income Taxes Receivable                             -               62    
      Accrued Interest and Other Liabilities, Net       (117)          1,177
      Net Cash (Used in) Provided by 
       Operating Activities:                          (1,445)          2,081
Cash Flows from Investing Activities:
  Proceeds from Securities Purchased
   under Agreement to Resell                           1,400             900 
      Net Cash Provided by Investing Activities        1,400             900 
Cash Flows from Financing Activities:                                          
  Proceeds from (Repayment of) Notes Payable           1,064          (2,021)
  Reissuance of Treasury Stock                           203              -
  Purchase of Common Stock                                -             (161)   
      Net Cash Provided by (Used in) 
       Financing Activities                            1,267          (2,182)  

Net Increase in Cash                                   1,222             799   
Cash at Beginning of Year                              1,438             639    

Cash at End of Year                                   $2,660          $1,438
Supplemental Cash Flow Activity:
 Cash Paid for Interest                                 $617            $791
 Cash Paid for Income Taxes                             $134            $ -    


         The accompanying notes are an integral part of these statements.
                                        
                 DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            December 31, 1997 and 1996
                       (in thousands except share amounts)


NOTE A - ORGANIZATION AND ACCOUNTING POLICIES

Dover Investments Corporation (the "Company"),  is in the business of 
developing land and building single family homes. The Company owns property 
in San Leandro and Tracy, California. 

The Company and Westco Community Builders, Inc. ("WCB") formed a joint 
venture general partnership, Glenbriar Joint Venture ("Glenbriar"), for the 
purpose of owning, subdividing and developing a tract of land comprising of
approximately 108 acres located in Tracy known as the Glenbriar project.
The partnership interests are 99:1 for the Company and WCB respectively.
Profits, losses and net cash flows are being allocated according to the
joint venture agreement.

On January 1, 1996, the Company formed Glenbriar Venture #2 ("GV2"), a 
limited liability company, with WCB. GV2 then purchased options to purchase 
land adjacent to the Glenbriar property from WCB.  This adjacent land has
exactly the same entitlement status as the Glenbriar property.  The Company 
anticipates developing and selling lots in both the Glenbriar property and 
the GV2 property. The Members' interests are 75:25 for the Company and WCB
respectively.  Profits, losses and net cash flows are being allocted according
to the joint venture agreement.

During the third quarter, the Company entered into agreements with WCB 
whereby WCB would construct and sell two higher priced custom single family 
homes in the Silicon Valley Region of California.

     Principles of Consolidation

     The consolidated financial statements include the accounts of the 
     Company and its subsidiaries and joint ventures.  All significant 
     intercompany transactions are eliminated in consolidation.

     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, various fees, and costs of construction-in-progress.    

     Use of Estimates
     In preparing the financial statements in conformity with generally 
     accepted accounting principles, 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.

                                        
                                        
                                        
                                        
                 DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            December 31, 1997 and 1996
                       (in thousands except share amounts)


NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)
     
Revenues From and Cost of Home Sales

The Company recognizes income 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.

Income Taxes

The Company follows the 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 basis of assets and 
liabilities and on the expected future tax benefit to be derived from tax 
loss carryforwards, 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. 
     
Concentrations of Risk

The Company maintains its cash balances, which exceed federally insured 
limits, in a major Financial Institution.  The Company has not experienced 
any losses in such accounts and believes it is not exposed to significant 
risk or loss. 

Restricted Cash

Restricted cash is to be used for certain infrastructure improvements 
relating to the Marina Vista Development and the Glenbriar Estates Project.
     
Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with a maturity of 
three months or less to be cash equivalents.
     
Reclassification

Prior year financial statements have been reclassified to conform to current 
year presentation.

                                         
               DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            December 31, 1997 and 1996
                       (in thousands except share amounts)

NOTE B - SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

The Company purchased securities 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.  During 1997 such overnight investments were 
liquidated.


NOTE C - NOTES PAYABLE

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

                                                        1997            1996
Notes Payable, maturing June 30, 1998, and 
 bearing interest at 11.25% per annum secured 
 by four model homes                                  $  802          $  802

Notes Payable, maturing March 29, 1997, payable 
 in annual installments of $2,500 and bearing 
 interest at 12% per annum, payable quarterly             -            2,500   
Notes Payable, maturing September 30, 1998, 
 and bearing interest at prime (8.50% at 
 December 31, 1997) plus 1.5%; secured by lots         5,347           1,597

Notes Payable, maturing September 30, 1997, 
 and bearing interest at 12% per annum secured 
 by the Deed of Trust                                     -            1,100

Notes Payable, maturing December 30, 1998, and 
 bearing interest at USB rate (8.50% at 
 December 31,1997) plus 1.5%; secured by the 
 Deed of Trust                                           914              -   

                                                      $7,063          $5,999    


Aggregate principal payments of $7,063 are due by December 31, 1998.
                                   
Interest expense in 1997 and 1996, amounted to $638 and $812, respectively, 
and was capitalized as part of property held for development.


                  DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            December 31, 1997 and 1996
                       (in thousands except share amounts) 



NOTE D - LEASE COMMITMENT

     The Company entered into an agreement to lease new premises for a term 
that commenced on October 1, 1997 and ends on September 30, 2002, with an 
option to extend for an additional period of five years.  The Company also 
entered into an agreement to sublease to another Corporation a portion of 
the premises.  That corporation's share of the lease equals 35% of the total 
rent and operating costs.  The Company is also responsible for a yearly 
operating cost.  A summary of minimum lease payments is as follows:

     Years ending December 31,

                    1998         $ 46         
                    1999           46
                    2000           48
                    2001           52
                    2002           39   
                    Total       $ 231

Rent expense for the years ended December 31, 1997 and 1996 totaled $33 
and $35 respectively.


NOTE E - INCOME TAXES

Income tax expenses (benefit) for the year ended December 31, consist of:

                                             1997           1996      
     Current                                 $181          $ (3)
     Deferred                                 401           (50)                
          Total                              $582          $(53)

A tax benefit for 1997 in the amount of $760, for prequasi-reorganization net
operating losses has been credited to paid-in capital. In 1996, an adjustment
of $152 was made,  reducing paid-in capital and increasing deferred taxes
payable for the utilization of prior years' prequasi-reorganization net 
operating loss tax benefits.

                              
  



                  DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            December 31, 1997 and 1996
                       (in thousands except share amounts)  



NOTE E - INCOME TAXES (continued)

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

                                                   1997                 1996
   Tax expense at statutory federal 
    income tax rate (34%)                          $330                $(77) 
    State franchise tax                              57                 (14)
    Change in valuation allowance                   193                   -
    Accrual adjustment                                -                  36
    Other                                             2                   2 
    Income tax expense                             $582               $( 53) 

Net deferred taxes as of December 31, 1997, are as follows:

                                                   1997                 1996
    Accrued warranty reserve                      $  64                $  43
    AMT credit carry forward                        199                   18   
    Accrued expenses                                 13                   14
    State income taxes                                1                    1
    Capital loss carryover                           30                   30
    Property held for development                     -                 (207)
    Depreciation                                     (6)                  (5)
    Net operating loss carry forward                355                  127    
                                                    656                   21
    Valuation allowance                            (304)                 (30)  
               
    Net deferred tax asset (liability)            $ 352                $  (9)  





          



               DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            December 31, 1997 and 1996
                       (in thousands except share amounts)


NOTE E - INCOME TAXES (continued)

Statement of Financial Accounting Standards ("SFAS") 109 requires the 
establishment of a valuation allowance to reflect the likelihood of 
realization of deferred tax assets.  The Company has recorded a valuation 
allowance for the capital loss carry forward in 1996 and 1997.  The deferred 
tax asset schedule above does not give effect to any deferred tax asset 
related to prequasi-reorganization tax loss carry forwards.  Tax benefits 
resulting from such tax loss carry forwards of approximately $21,400 for 
federal purposes will be reflected in the financial statements as credits 
to additional paid-in capital rather than as reductions in current income 
tax expense, when and if recognized. The change in the valuation allowance 
was $0 in 1996 and $274 in 1997.

As of December 31, 1997, the Company has Federal and State net operating loss
carry forwards of approximately $22,900 and $324 expiring through 2011 
and 2001, respectively.



NOTE F - FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No 107, "Disclosures about Fair 
Value of Financial Instruments", requires disclosure of the estimated fair 
value of an entity's financial instrument assets and liabilities.  These 
assets and liabilities consist of cash, securities and long-term debt.  
The balance sheet carrying amounts of cash, securities and debt approximate 
the estimated fair values.


NOTE G - COMMON STOCK OPTION PLANS AND EARNINGS PER SHARE

At December 31, 1997, the Company had three stock-based compensation plans.  
The Company applies APB Opinion 25 "Accounting for Stock Issued to Employees"
and related interpretations in accounting for the plans. No compensation 
costs have been recognized for the plans.

Under the Amended and Restated 1982 Stock Option Plan, options granted in 
1992 to purchase 500 shares Class A Common Stock at $1.50 per share are 
outstanding at December 31, 1997. The options become exercisable over 5
years. The options terminate upon the earliest of (a) thirty days after 
the date of cessation of employment, (b) one year after an optionee's death 
or (c) ten years after the date such options were granted.  

     
     


               DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            December 31, 1997 and 1996


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

Under the 1995 Stock Option Plan (the "Plan"),  200,000 shares of Class A 
Common Stock and 200,000 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 200,000 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.

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 be not less than 110% of the 
fair market value on the date that the option is granted.  Options granted 
under the Plan are exercisable in 1/3 increments on each anniversary of the 
grant date, with full vesting occurring on the third anniversary date. 
As of December 31, 1997, options for 144,666 shares were outstanding.

The 1990 Stock Option Plan for Nonemployed Directors (the "Restated Plan"), 
was restated and approved by stockholders on June 7, 1995.  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 compensation effect of the nonemployed 
director options on the Company's results of operations and per share results
are immaterial.

          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
recapitalizations, stock splits and similar events) will 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, 1997, options 
for 3,700 shares were outstanding.

          





               DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES
          
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            December 31, 1997 and 1996

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

Had compensation cost for 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 (loss) and income (loss) per share would
be reduced to the pro forma amounts indicated below;

                                                1997           1996
     Net income (loss)        As reported      $ 388         $(174)
                              Pro forma          313          (233)

     Net Income (loss)
         Per share            As reported      $0.39        $(0.18)
         assuming dilution    Pro forma         0.30         (0.24)

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, five years from the date of grant; stock 
volatility 88% in 1997 and 70% in 1996; risk free interest rates, 6.2% 
in 1997 and 6.3% in 1996; no dividends are expected.
                                         
A summary of the status of the Company's fixed stock plans as of December 31,
1997 and 1996, and changes during the years ending on those dates is 
presented below:

                                           1997                1996            
                                               Weighted              Weighted
                                               Average               Average
                                               Exercise              Exercise
                                   Shares      Price      Shares     Price

Outstanding at beginning 
 of year                          108,750     $ 5.63      107,200     $ 5.72
Granted                            77,000       4.96        2,000       6.82
Cancelled                          (2,250)      4.16           -          - 
Exercised                         (35,134)      5.76         (450)      2.36
Outstanding at ending of year     148,366       5.36      108,750       5.74

Options exercisable at year end    37,102     $ 5.69       36,822     $ 5.63

Weighted-average fair value of
 options granted during the year              $ 3.62                  $ 4.78




                  DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            December 31, 1997 and 1996

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


The following information applies to options outstanding at December 31, 1997:


Range of exercise prices    $0.70 - $1.75    $3.25 - $5.875    $6.00 - $7.0125

Options outstanding              2,000          110,533             35,833
Weighted average 
 exercise price                  $1.36            $4.91              $6.96
Weighted average remaining
 contractual life (years)         6.00             4.50               3.40

Options exercisable              1,733           17,617             17,751  
Weighted average 
 exercise price                  $1.33            $4.83              $6.97


The following table illustrates the reconciliation of the numerators and 
denominators of the basic and diluted earnings per share ("EPS") computations.

                        For the Year Ended December 31, 1997

                        Income              Shares              Per Share
                        (Numerator)         (Denominator)       Amount  
Basic EPS 
Net Income                $388,000           999,024             $0.39

Effect of Dilutive 
 Securities Options                           27,763                         
Dilutive EPS
Income available to 
common shareholders and 
assumed conversions       $388,000         1,026,787             $0.38

Diluted EPS was not calculated for the fiscal year ending December 31, 1996, 
as the Company incurred a net loss and the effect would be antidilutive.

<S>                            <C>        <C>

</TABLE>