UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  3)*

Dover Downs Gaming & Entertainment, Inc.

(Name of Issuer)

$.10 Par Value Common Stock

(Title of Class of Securities)

260095 10 4

(CUSIP Number)

Henry B. Tippie, c/o Dover Downs Gaming & Entertainment, Inc.,

3505 Silverside Road, Concord Plaza, Plaza Centre Building, Suite 203, Wilmington, DE  19810
(302) 475-6757

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 17, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   260095 10 4
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) (A)Estate of John W. Rollins, Sr. (B)Henry B. Tippie, Executor of the Estate of John W. Rollins, Sr. (A)E.I.N. # 54-6461824 (B)S.S. # ###-##-####
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) 00
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization (A)State of Delaware (B)United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power (A)5,676,689 (B)2,321,000
			8.	Shared Voting Power  (A)0 (B)230,000
			9.	Sole Dispositive Power  (A) 5,676,689 (B) 2,000,000
			10.	Shared Dispositive Power  (A)0 (B)230,000
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  (A)5,676,689 (B)2,551,000
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  (A)38.1% (B)21.7%
	14.	Type of Reporting Person (See Instructions) (a)00 (b)IN

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Item 1.	Security and Issuer
	See Amendment No. 2.
Item 2.	Identity and Background
	See Amendment No. 2.
Item 3.	Source and Amount of Funds or Other Consideration
	See Amendment No. 2.
Item 4.	Purpose of Transaction
Mellon Investor Services LLC, the information agent for Company’s self-tender, applied an incorrect proration factor of 20.8039 percent to the shares of Common Stock tendered by Reporting Person.  When Mellon applied the correct proration factor of 20.8413 percent, the result was Reporting Person sold to the Company 41,683 shares of Common Stock, not 41,608 shares as reported in Amendment No. 2, at the purchase price of $12.00 per share.
Item 5.	Interest in Securities of the Issuer
(a)	(A)Amount beneficially owned:   5,676,689.  The Estate beneficially owns 158,317 shares of Common Stock and 5,518,372 shares of Class A Common Stock or 38.1% of the Common Stock (which for purposes of this calculation is based on 9,363,791 shares of Common Stock outstanding to which have been added 5,518,372 shares of Common Stock by assuming the conversion of all shares of Class A Common Stock beneficially owned by the Estate into shares of Common Stock). (B)See Amendment No. 2.
(b)	Please refer to Items 7 through 9 on the cover page hereof and Item 5(a) above.
(c)	(A)Please refer to Item 4 above. (B)See Amendment No. 2.
(d)	See Amendment No. 2.
(e)	See Amendment No. 2.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None.
Item 7.	Material to Be Filed as Exhibits
None.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Estate of John W. Rollins, Sr.
Date:  December 20, 2004	/s/ Henry B. Tippie
	By Henry B. Tippie, Executor
	/s/ Henry B. Tippie
	Henry B. Tippie, Individually

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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