DOVER , the capital of Delaware, struggles to attract visitors as they bypass the city en route to the beach resorts of Rehoboth and Maryland's Ocean City. Located in the mostly agricultural center of the state, just west of US-13, Dover is basically a very small town, with a low-rise business district hemmed in by blocks of suburban houses. South of Lockerman Street , the main route through town, a few strangely somnolent governmental buildings center upon the 1792 Old State House , its old legislative chambers now restored as a museum (Tues-Sat 10am-4.30pm, Sun 1.30-4.30pm; free) and furnished with early American antiques. To the west, around the oval town green , lawyers and insurance brokers have taken over historic buildings such as the Golden Fleece Tavern , where Delaware's early legislators agreed to ratify the Constitution.

In the same building as the friendly visitor center (Mon-Sat 8.30am-4.30pm, Sun 1.30-4.30pm; tel 302/739-4266), at the corner of Duke of York and Federal streets next to the Old State House, the impressive Biggs Museum of American Art (Wed-Sat 10am-4pm, Sun 1.30-4.30pm; free) has historical and art displays downstairs, while the upper floor is given over to paintings, furniture, silver and other period housewares. The Delaware State Museums (Tues-Sat 10am-3.30pm; free; ) includes the trio located a short walk west of the green; the Archaeology Museum and Museum of Small Town Life contain fairly tedious displays of anthropological detritus - Native American shell necklaces, wooden water pipes from early Wilmington and the like - but not to be missed is the Johnson Victrola Museum . The outwardly unassuming building houses a large collection of phonographs, dedicated to the memory of Dover-born engineer Eldridge Reeves Johnson, who helped to invent the Victrola . The layout is like a 1920s music store: dozens of "talking machines," from early wind-ups to prototype jukeboxes, play period recordings, and comical photographs document early, pre-electric recording techniques - entire orchestras crowd together around huge megaphones. Pride of place goes to a painting of a dog, Nipper, listening to a Victrola, an image made familiar as "His Master's Voice." In 1929 Johnson sold the rights to his machine, and to his trademark dog, to RCA for $29 million.

Every Tuesday and Friday for over fifty years, Spence's Bazaar , two blocks south on Queen Street at New Burton Road, has hosted a free-for-all flea market . All of Dover turns out for this, including dozens of local Amish , who ride here in their ancient horse-drawn buggies to sell homegrown fruits and vegetables. Though it's not as well known as the Amish community of Pennsylvania's Lancaster County, the area around Dover has nearly as large an Amish population, concentrated in the farmlands to the west of town; happily for them, their presence has yet to become a tourist attraction. If you're not around on flea market days, Lockerman Street hosts a variety of street stalls every day during fine weather. Most of Dover's restaurants and hotels are concentrated on Lockerman Street and State Street in the town center, just north of the green. The Tudor House B&B at 228 N State St (tel 302/736-1763 or 1-877/736-1763; $50-75) is an amiable if somewhat dishevelled place to stay and C'Moore's at 24 Lockerman St (tel 302/674-8875) is a fine spot to fill up on a homestyle cooked dinner or sandwiches. The US-13 highway also has some budget accommodation, such as the Comfort Inn (tel 302/674-3300; $50-75), two blocks south of Lockerman Street.