Exhibit 10.6

Amendment to Loan Documents                                  PNC Bank

     THIS AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is made as of
January 30, 1998, by and between DOVER DOWNS ENTERTAINMENT, INC., a
Delaware corporation  (the "Borrower"), and PNC BANK, DELAWARE (the
"Bank").

                             WITNESSETH:

     WHEREAS, the Borrower has executed and delivered to the Bank, a
$20,000,000.00 committed line of credit promissory note dated January
31, 1997 (the "Note") which is governed by a credit agreement dated
January 31, 1997 (the "Credit Agreement"), and irrevocable and
unconditional guaranty and suretyship agreements dated January 31,
1997, under which Dover Downs, Inc., a Delaware corporation; Dover
Downs International Speedway, Inc., a Delaware corporation; and Dover
Downs Properties, Inc., a Delaware corporation (together, the
"Guarantys") guaranty the payment and performance of all indebtedness
of the Borrower (collectively, the "Loan Documents") which evidence or
secure the $20,000,000.00 committed line of credit to the Borrower from
the Bank, as  the Loan Documents may be amended, modified or extended
from time to time (the "Obligation"); and 

     WHEREAS, the Borrower has acquired Nashville Speedway USA, Inc.,
a Tennessee corporation, and such corporation has agreed to guaranty
the Obligation of the Borrower; and 

     WHEREAS, Nashville Speedway USA, Inc.; Dover Downs, Inc.; Dover
Downs International Speedway, Inc.; and Dover Downs Properties, Inc.
(together, the "Guarantors") have agreed to execute and deliver to the
Bank a new guaranty and suretyship agreement in form and content
satisfactory to the Bank under which the Guarantors shall guaranty the
due and punctual payment of all indebtedness of the Borrower, including
without limitation the Obligation; and

     WHEREAS, the Borrower has requested the Bank to extend the
Expiration Date of the Obligation; and

     WHEREAS, the Borrower and the Bank desire to amend the Loan
Documents as provided for below; 

     NOW, THEREFORE, in consideration of the mutual covenants herein
contained and intending to be legally bound hereby, the parties hereto
agree as follows:

     1.  Each of the Loan Documents is amended as set forth in Exhibit
A.  Any and all references to any Loan Document in any other Loan
Document shall be deemed to refer to such Loan Document as amended
hereby.  Any initially capitalized terms used in this Amendment without
definition shall have the meanings assigned to those terms in the Loan
Documents.

     2.  This Amendment is deemed incorporated into each of the Loan
Documents.  To the extent that any term or provision of this Amendment
is or may be deemed expressly inconsistent with any term or provision
in any Loan Document, the terms and provisions hereof shall control.

     3.  The Borrower hereby represents and warrants that (a) all of
its representations and warranties in the Loan Documents are true and
correct, (b) no default or Event of Default exists under any Loan
Document, and (c) this Amendment has been duly authorized, executed and
delivered and constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms.

     4.  This Amendment may be signed in any number of counterpart
copies and by the parties hereto on separate counterparts, but all such
copies shall constitute one and the same instrument.

     5.  This Amendment will be binding upon and inure to the benefit
of the Borrower and the Bank and their respective heirs, executors,
administrators, successors and assigns.

     6.  Except as amended hereby, the terms and provisions of the Loan
Documents remain unchanged and in full force and effect.  Except as
expressly provided herein, this Amendment shall not constitute an
amendment, waiver, consent or release with respect to any provision of
any Loan Document, a waiver of any default or Event of Default
thereunder, or a waiver or release of any of the Bank's rights and
remedies (all of which are hereby reserved).  The Borrower expressly
ratifies and confirms the confession of judgment and waiver of jury
trial provisions.


WITNESS the due execution hereof as a document under seal, as of the
date first written above.

WITNESS / ATTEST:                  DOVER DOWNS ENTERTAINMENT, INC.


_______________________________    By:____________________________
                                                               (SEAL)
                                        Denis McGlynn
                                        President


_______________________________    By:____________________________
                                                               (SEAL)
                                        Robert M. Comollo
                                        Treasurer


                                   PNC BANK, DELAWARE


                                   By:_____________________________
                                                               (SEAL)
                                   Print Name: Paul L. Frick
                                   Title: Assistant Vice President

                              EXHIBIT A

The Loan Documents are hereby amended as follows:

1.  Section 2 of the Note titled "Advances" is hereby amended by
changing the Expiration Date from January 29, 1998, to January 29,
1999.

2.  The Credit Agreement is hereby amended as follows:

     A.  Recital 2 on the first page of the Credit Agreement is amended
by inserting "Nashville Speedway USA, Inc., a Tennessee corporation"
into the list of operating companies referred to as the "Affiliated
Companies" in the Credit Agreement.

     B.  Recital 3 on the first page of the Credit Agreement is amended
by adding the following  subsection (iv):

     "(iv) Nashville Speedway USA, Inc., a Tennessee corporation, is a
     fully-owned subsidiary of the Borrower located in Nashville,
     Tennessee."

     C.  Section A subsection 1 titled "Type of Facility and Use of
Proceeds" on the first page of the Credit Agreement is amended by
changing the Expiration Date from January 29, 1998, to January 29,
1999.

     D.  The Addendum to Credit Agreement is hereby amended by adding
"Nashville Speedway USA, Inc." to the list of Affiliated Companies
under the section titled "Directors, Executive Officers, and other
Senior Officers:".