Dover Downs Gaming & Entertainment (DDE)

Management is responsible for our internal controls, assessing the effectiveness of these controls and the financial reporting process. Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements, management’s assessment that the Company maintained effective internal control over financial reporting as of the Company’s year end and the effectiveness of our internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing reports on such. The

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Audit Committee’s responsibility is generally to monitor and oversee these processes, as described in the Audit Committee Charter. It is not the duty of the Audit Committee to determine that our financial statements are complete and accurate and in accordance with U.S. generally accepted accounting principles or to plan or conduct audits; these are the responsibility of our management and independent registered public accounting firm, respectively.

Each member of our Audit Committee is independent in the judgment of the Company’s Board of Directors and as required by the listing standards of the New York Stock Exchange.

In fulfilling its oversight responsibilities with respect to the year ended December 31, 2005, our Audit Committee:

·       Approved the terms of the engagement of KPMG LLP as our independent registered public accounting firm for the year ended December 31, 2005;

·       Reviewed and discussed with our management and the independent registered public accounting firm our audited consolidated financial statements as of December 31, 2005 and for the year then ended;

·       Discussed with the independent registered public accounting firm the matters required to be discussed by the American Institute of Certified Public Accountants’ Statement on Auditing Standards No. 61,

Management is responsible for our internal controls, assessing the effectiveness of these controls and the financial reporting process. Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements, management’s assessment that the Company maintained effective internal control over financial reporting as of the Company’s year end and the effectiveness of our internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing reports on such. The Audit Committee’s responsibility is generally to monitor and oversee these processes, as described in the Audit Committee Charter. It is not the duty of the Audit Committee to determine that our financial statements are complete and accurate and in accordance with U.S. generally accepted accounting principles or to plan or conduct audits; these are the responsibility of our management and independent registered public accounting firm, respectively.

Each member of our Audit Committee is independent in the judgment of the Company’s Board of Directors and as required by the listing standards of the New York Stock Exchange.

In fulfilling its oversight responsibilities with respect to the year ended December 31, 2004, our Audit Committee:

·       Approved the terms of the engagement of KPMG LLP as our independent registered public accounting firm for the year ended December 31, 2004;

·       Reviewed and discussed with our management and the independent registered public accounting firm our audited consolidated financial statements as of December 31, 2004 and for the year then ended;

·       Discussed with the independent registered public accounting firm the matters required to be discussed by American Institute of Certified Public Accountants Statement on Auditing Standards No. 61,