EXHIBIT 10.9

                                DOVER DOWNS, INC.
                        1991 INCENTIVE STOCK OPTION PLAN


1. Purpose. The 1991 Incentive Stock Option Plan (the "Plan") for the employees
of Dover Downs, Inc. (the "Company"), is intended to advance the best interests
of the Company by providing such employees with additional incentive and by
increasing their proprietary interest in the success of the Company and its
subsidiary corporations.

2. Administration. The Plan shall be administered by the Executive Committee of
the Board of Directors of the Company (the "Committee"). Meetings shall be held
at such time and place as shall be determined by the Committee. A majority of
the members of the Committee shall constitute a quorum for the transaction of
business, and the vote of a majority of those members present at any meetings
shall decide any questions brought before that meeting. In addition, the
Committee may take any action otherwise proper under the Plan by the unanimous
written consent of its members. No member of the Committee shall be liable for
any act or omission of any other member of the Committee or for any act or
omission on his own part, including, but not limited to, the exercise of any
power or discretion given to him under the Plan, except those resulting from his
own gross negligence or willful misconduct. All questions of interpretation and
application of the Plan, or of options granted hereunder (the "Options"), shall
be subject to the determination, which shall be final and binding, of a majority
of the whole Committee.

3. Option Shares. The stock subject to the Options and other provisions of the
Plan shall be shares of the Company's Common Stock, $0.10 par value (the
"Stock"). The total amount of the Stock with respect to which Options may be
granted shall not exceed in the aggregate 200,000 shares; provided, that the
class and aggregate number of shares which may be subject to Options granted
hereunder shall be subject to adjustment in accordance with the provisions of
Paragraph 16 hereof. Such shares may be treasury shares or authorized but
unissued shares. In the event that any outstanding Options for any reason shall
expire, the shares of Stock allocable to the unexercised portion of such Option
may again be subject to an Option under the Plan.

4. Termination of Plan. The Plan shall terminate on July 29, 1992, unless prior
to that time it has been approved by the vote or written consent of the holders
of not less than a majority of the then outstanding common stock of the Company.
If such approval is given, the Plan shall terminate on July 29, 2001, provided,
however, that the Board of Directors of the Company may terminate the Plan at
any time within its absolute discretion. No such termination, other than as
provided for in Section 16 hereof, shall in any way affect any option then
outstanding.

5. Authority to Grant Options. The Committee may grant from time to time to such
eligible individuals as it shall from time to time determine an Option, or
Options, to buy a stated number of shares of Stock under the terms and
conditions of the Plan. Subject only to any applicable limitations set forth in
the Plan, the number of shares of Stock to be covered by any Option shall





be as determined by the Committee. The aggregate fair market value (determined
as provided in Section 7 of the Plan) of the Stock for which any employee may be
granted incentive stock options (under all the incentive stock option plans
maintained by the Company and its parent and subsidiary corporations) in any
calendar year shall not exceed (a) $100,000 plus (b) any unused carryover limit
to such year, computed in accordance with Section 422A of the Internal Revenue
Code of 1954 as amended (the "Code"). No Option shall be granted under the Plan
after ten (10) years from the date the Plan is adopted.

6. Eligibility. The individuals who shall be eligible to participate in the Plan
shall be employees of the Company, or if any subsidiary corporation, as the
Committee shall determine from time to time, provided, however, that no employee
owning more than ten percent (10%) of the stock of the Company at the time an
option is granted shall be eligible to participate in the Plan. For all purposes
of the Plan, (a) the term "subsidiary corporation" shall mean any corporation of
which the Company is the "parent corporation" as that term is defined in Section
425(e) of the Code, and (b) the term "parent corporation" shall mean any
corporation of which the Company is a "subsidiary corporation" as that term is
defined in Section 425(f) of the Code.

7. Option Price. The price at which shares may be purchased pursuant to Option
shall be not less than the fair market value of the shares of Stock on the date
the Option is granted, and the Committee in its discretion may provide that the
price at which shares may be purchased shall be more than such fair market
value. The "fair market value" of the Stock shall be the closing price of the
Stock as reported in the Wall Street Journal for the trading day on which the
option is granted, or if the Option is not granted on a trading day, then such
"fair market value" shall be determined on the trading day before the Option is
granted.

8. Duration of Options. No Option shall be exercisable after the expiration of
ten years from the date such Option is granted; and the Committee in its
discretion may provide that an Option shall be exercisable throughout such
ten-year period or during any lesser period of time commencing on or after the
date of grant of the Option and ending upon or before the expiration of such
ten-year period.

9. Amount Exercisable. Each Option may be exercised, so long as it is valid and
outstanding, from time to time in part or as a whole, subject to any limitations
with respect to the number of shares for which the Option may be exercised at a
particular time and to such other conditions as the Committee in its discretion
may specify upon granting the Option.

10. Exercise of Options. Options shall be exercised by the delivery of written
notice to the Company setting forth the number of shares with respect to which
the Option is to be exercised, together with cash, certified check bank draft or
postal or express money order payable to the order of the Company for an amount
equal to the option price of such shares, and specifying the address to which
the certificates for such shares are to be mailed. Such notice may be delivered
in person to a member of the Committee, or the Secretary of the Company, or may
be sent by registered mail, return receipt requested, to a member of the
Committee, or the Secretary of the Company, in which case delivery shall be
deemed made on the date such payment, the Company shall deliver to the optionee
certificates for the number of shares with respect to which such Option has
been so exercised, issued in the optionee's name; provided, that such delivery
shall be deemed effected for all purposes when a stock transfer agent of the
Company shall have deposited such certificates in the United States mail,
addressed to the optionee, at the address specified pursuant to this Paragraph
10. No option shall be exercisable while there is outstanding any incentive
stock option which was granted before the granting of such Option. For this
purpose, an Option will be considered "outstanding" until such option is
exercised in full or expires by reason of lapse of time.





11. Transferability of Options. Options shall not be transferable by the
optionee other than by will or under the laws of descent and distribution, and
shall be exercisable, during his lifetime, only by him.

12. Termination of Employment by Optionee. Except as may be otherwise expressly
provided herein, Options shall terminate on such date as shall be selected by
the Committee in its discretion and specified in the Option agreement not in
excess of one day less than three months following severance of the employment
relationship between the Company or its subsidiary corporation and the optionee
for any reason, for or without cause. Whether authorized leave of absence, or
absence on military or government service, shall constitute severance of the
employment relationship between the Company or its subsidiary corporation and
the optionee shall be retired in good standing from the employ of the Company
for reasons of age or disability under the then established rules of the
Company, the Option shall terminate on the earlier of such date of expiration or
one day less than three months after the date of such retirement. In the event
of such retirement, the optionee shall have the right prior to the termination
of such Option to exercise the Option to the extent to which he was entitled to
exercise such Option immediately prior to such retirement. After the death of
the optionee, his executors, administrators, or any person or persons to whom
his Option may be transferred by will or by the laws of descent and
distribution, shall have the right, at any time prior to the earlier of the date
of expiration or one year following the date of such death, to exercise the
Option, in whole or in part (without regard to any limitations set forth in or
imposed pursuant to Paragraph 9 hereof).

13. Requirements of Law. The Company shall not be required to sell or issue any
shares under an Option if the issuance of such shares constitute a violation by
the optionee or the Company of any provisions of any law or regulation or any
governmental authority. In addition, in connection with the Securities Act of
1933 (as not in effect or hereafter amended), upon exercise of any Option, the
Company shall not be required to issue such shares unless the Committee has
received evidence satisfactory to it to the effect that the holder of such
Option will not transfer such shares except pursuant to a registration statement
in effect under such Act or unless an opinion of counsel to the Company has been
received by the Company to the effect that such registration is not required.
Any determination in this connection by the Committee shall be final, binding
and conclusive. In the event the shares issuable on exercise of an Option are
not registered under the Securities Act of 1933, the Company may imprint the
following legend or any other legend which counsel for the Company considers
necessary or advisable to comply with the Securities Act of 1933.

         "The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933 or under the securities laws of any
State and may not be sold or transferred except upon such registration or upon
receipt by the Company of an opinion of counsel satisfactory to the company, in
form and substance satisfactory to the company, that registration is not
required for such sale or transfer."



         The Company may, but shall in no event be obligated to register any
securities covered hereby pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended); and in the event any shares are so registered
the Company may remove any legend on certificates representing such shares. The
Company shall not be obligated to take any other affirmative action in order to
cause the exercise of an Option or the issuance of shares pursuant thereto to
comply with any law or regulation of any governmental authority.

14. No Rights as Stockholder. No optionee shall have rights as a Stockholder
with respect to shares covered by his Option until the date of issuance of a
stock certificate for such shares; and, except as otherwise provided in
Paragraph 16, hereof, no adjustment for dividends, or otherwise, shall be made
if the record date thereof is prior to the date of issuance of such certificate.

15. Employment Obligation. The granting of any Option shall not impose upon the
Company any obligation to employ or continue to employ any optionee; and the
right of the Company to terminate the employment of any employee shall not be
diminished or affected by reason of the fact that an Option has been granted to
him.

16. Changes in the Company's Capital Structure. The existence of outstanding
Options shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Stock
or the rights thereof, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

         If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Stock outstanding, without receiving
compensation therefor in money, services or property, then (a) the number,
class, and per share price of shares of stock subject to outstanding Options
hereunder shall be appropriately adjusted in such a manner as to entitle an
optionee to receive upon exercise of any Option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received had he exercised his Option in full immediately prior to the event
requiring the adjustment; and (b) the number and class of shares then reserved
for issuance under the Plan shall be adjusted substituting for the total number
and class of shares of stock then reserved that number and class of shares of
stock that would have been received by the owner of an equal number of
outstanding shares of each class of stock as the result of the event requiring
the adjustment.

         After a merger of one or more corporations into the Company, or after a
consolidation of the Company and one or more corporation in which the Company
shall be the surviving corporation, each holder of an outstanding Option shall,
at no additional cost, be entitled upon exercise of such Option to receive
(subject to any required action by stockholders) in lieu of the number and class
of shares of stock or other securities to which such holder would have ben
entitled pursuant to the terms of the agreement of merger or consolidation if,
immediately prior to such merger or consolidation, such holder had been the
holder of record of the number and class of shares of Stock equal to the number
and class of shares as to which such option shall be so exercised.



         If the Company is merged into or consolidated with another corporation
under circumstances where the Company is not the surviving corporation, or if
the Company is liquidated, or sells or otherwise disposes of substantially all
of its assets to another corporation while unexercised Options remain
outstanding under the Plan (i) subject to the provisions of clause (iii) below,
after the effective date of such merger, consolidation or sale, as the case may
be, each holder of an outstanding Option shall be entitled, upon exercise of
such Option, to receive, in lieu of shares of the Stock, shares of such stock or
other securities as the holders of shares of such class of Stock received
pursuant to the terms of the merger, consolidation or sale; (ii) the Board of
Directors may waive any limitations set forth in or imposed pursuant to
Paragraph 9 hereof so that all Options, from and after a date prior to the
effective date of such merger, consolidation, liquidation or sale, as the case
may be specified by the Board, shall be exercisable in full; and (iii) all
outstanding Options may be cancelled by the Board of Directors as of the
effective date of any such merger, consolidation, liquidation or sale provided
that (x) notice of such cancellation shall be given to each holder of an Option
and (y) each holder of an Option shall have the right to exercise such Option in
full (without regard to any limitations set forth in or imposed pursuant to
Paragraph 9 hereof) during a 30-day period preceding the effective date of such
merger, consolidation, liquidation of sale.

         Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities shall not affect and no adjustment by reason thereof shall
be made with respect to, the number, class or price of shares of Stock then
subject to outstanding Options.

17. Amendment or Termination of Plan. The Board of Directors may modify, revise
or terminate this Plan at any time and from time to time; provided, however,
that without the further approval of the holders of at least a majority of the
outstanding shares of Stock, the Board may not increase the aggregate number of
shares which may be issued under Options pursuant to the provisions of the Plan
and that any amendment, modification, revision or termination shall not effect
any outstanding options.

18. Written Agreement. Each Option granted hereunder shall be embodied in a
written option agreement, which shall be subject to the terms and conditions
prescribed above and shall be signed by the optionee and by the President or any
Vice President of the Company for and in the name and on behalf of the Company.
Such an option agreement shall contain such other provisions as the Committee in
its discretion shall deem advisable.




19. Indemnification of Committee. The Company shall indemnify each present and
future member of the Committee against, and each member of the Committee shall
be entitled without further act on his part to indemnity from the Company for,
all expenses (including the amount of judgments and the amount of approved
settlements made with a view to the curtailment of costs of litigation, other
than amounts paid to the Company itself) reasonably incurred by him in
connection with or arising out of any action suit or proceeding in which he may
be involved by reason of his being or having been a member of the Committee,
whether or not he continues to be such member of the Committee at the time of
incurring such expenses; provided however, that such indemnity shall not include
any expenses incurred by any such member of the Committee (a) in respect of
matters as to which he shall be finally adjudged in any such action, suit or
proceeding to have been guilty of gross negligence or willful misconduct in the
performance of his duty as such member of the Committee, or (b) in respect of
any matter in which any settlement is effected, to an amount in excess of
indemnification under the provisions set forth herein shall be available to or
enforceable by any such member of the Committee unless, within sixty (60) days
after institution of any such action, suit or proceeding, he shall have offered
the Company, in writing, the opportunity to handle and defend same at its own
expense. The foregoing right of indemnification shall inure to the benefit of
the heirs, executors or administrators of each such member of the Committee and
shall be in addition to all other rights to which such membes of the Committee
may be entitled as a matter of law, contract, or otherwise.

20.  Effective Date of Plan. The Plan shall become effective and shall be
deemed to have been adopted on July 29, 1991.