DOVER INVESTMENTS CORP
8-K, 1995-04-28
OPERATIVE BUILDERS
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                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  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):  April 28, 1995

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


                              1-8631                  
                             (Commission file number)
 

         Delaware                                           94-1712121     
           (State or other                             (I.R.S. employer
jurisdiction of incorporation)                         identification no.)


            350 California Street, Suite 1650, San Francisco, CA 94104
                     (Address of principal executive offices) 


         Registrant's telephone number, including area code (415) 951-0200
 



















              THIS REPORT CONSISTS OF 4 SEQUENTIALLY NUMBERED PAGES.
             EXHIBIT INDEX IS LOCATED ON SEQUENTIALLY NUMBERED PAGE 3.
ITEM 5.      OTHER EVENTS.

                   Dover Investments Corporation has entered into a
settlement agreement with the Internal Revenue Service, as more
fully described in the press release included as an Exhibit to this
Report on Form 8-K.

ITEM 7.      FINANCIAL STATEMENTS AND EXHIBITS.

             (c)   Exhibits

                    28.1       Press release dated April 28, 1995.




                                         
                                    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.

                               DOVER INVESTMENTS CORPORATION


Date:  April 28, 1995  By:  /s/Lawrence Weissberg         
                                         Lawrence Weissberg
                                      Chairman of the Board, President
                                      and Chief Executive Officer





























                      EXHIBIT INDEX



Exhibit                                                 Sequentially
Number                         Exhibit                  Numbered Page

28.1         Press release dated April 28, 1995                4     





















































                                                        Exhibit 28.1

FOR IMMEDIATE RELEASE:  April 28, 1995


For information, contact:
Erika Kleczek
Dover Investments Corporation
(415) 951-9798

                                         
                           Dover Investments Corporation
                    Settles Prior Tax Years 1985-1990 with IRS



San Francisco, California -- Dover Investments Corporation (the
"Company") announced today that it has reached final settlement
with the IRS for the tax years 1985, 1986, 1987, 1988, 1989 and
1990.

The years 1985 through 1990 were settled with no deficiencies or
adverse effects to the Company.  The settlement for the tax year
ended December 31, 1990, provided the Company with a loss
sufficient to carryback three years and generate a refund to the
Company of $2,854,669 plus interest with respect to taxes paid for
the 1987 tax year; and provide the Company with a loss carryforward
of $34,682,841 which expires in the year 2005.  Whether or not the
Company will be able to utilize the full amount of the loss
carryforward prior to its expiration is unknown.  The Company
received written approval from the Congressional Joint Committee on
Taxation approving the settlement for the tax years 1987 and 1990.

The Franchise Tax Board ("FTB") of the State of California has also
made tax claims against the Company for certain years when
consolidated returns were filed with Homestead Savings, a Federal
Savings and Loan Association.  The Resolution Trust Corporation
("RTC") is handling these claims, all of which are attributable to
the operations of the Association.  The FTB and RTC have verbally
advised representatives of the Company that the amount of tax in
controversy is approximately $1,000,000 plus interest.

Shares of the Company's Common Stock are traded on the OTC Bulletin
Board under the symbol DOVR-A for the Class A Common Stock and
DOVR-B for the Class B Common Stock.



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