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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~ 23October 22, 2004

Dover Investments Corporation
(Exact name of registrant as specified in its charter)

Delaware	1-8631	94-1712121
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 Spear Street, Suite 520, San Francisco, California		94105
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 777-0414


100 Spear Street, Suite 520, San Francisco, California		94105
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code: (415) 777-0414
Not applicable (Former name or former address, if changed since last report.)

Not applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On ~~September 23~~October 22, 2004, Dover Investments Corporation (the “"Company”") and Dover Acquisition Corp. issued a joint press release announcing that Dover Acquisition Corp. is ~~offering~~increasing ~~to take~~ the ~~Company~~offer ~~private~~price ~~through~~of anits offer to purchase all of the issued and outstanding capital stock of the Company ~~for~~ to $3031.5030 per share in cash and extending the expiration date of the Offer. The release also discusses the proposed settlement of certain stockholder litigation. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(c): Exhibits.

Exhibit No.		Description
99.1		Press Release dated October 22, 2004.

Exhibit No.		Description
99.1		Press Release dated September 23, 2004.

2 SIGNATURES

~~SIGNATURES~~ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 22, 2004		DOVER INVESTMENTS CORPORATION (Registrant)
		By:	/s/ FREDERICK M. WEISSBERG Frederick M. Weissberg Chairman of the Board of Directors and President

Date: September 23, 2004	DOVER INVESTMENTS CORPORATION
	(Registrant)
	By:	/s/ Frederick M. Weissberg
			Frederick M. Weissberg
			Chairman of the Board of Directors
			and President

3 EXHIBIT INDEX

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated October 22, 2004.

Exhibit No.		Description
99.1		Press Release dated September 23, 2004.

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