SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 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):      July 27, 2000




                         CHURCHILL DOWNS INCORPORATED
            (Exact name of registrant as specified in its charter)

           Kentucky                   000-01469                61-0156015
(State or other jurisdiction   (Commission File Number)      (IRS Employer
      of incorporation)                                   Identification No.)


700 Central Avenue, Louisville, KY                      40208
(Address of Principal Executive Offices)              (Zip Code)

      Registrant's telephone number, including area co(502) 636-4400


                              Not Applicable
      (Former name or former address, if changed since last report.)


Item 5.   Other Events.
------    ------------

      In connection with the negotiations concerning the proposed mergers
between A. Acquisition Corp., an Illinois corporation, A. Management
Acquisition Corp., an Illinois corporation, T. Club Acquisition Corp., an
Illinois corporation, (each of A. Acquisition Corp., A. Management
Acquisition Corp. and T. Club Acquisition Corp. being a wholly-owned
subsidiary of Churchill Downs Incorporated (the "Company")) and Arlington
International Racecourse, Inc., an Illinois corporation ("Arlington"),
Arlington Management Services, Inc., an Illinois corporation and Turf Club
of Illinois, Inc., an Illinois corporation (each of Arlington, Arlington
Management Services, Inc. and Turf Club of Illinois, Inc. being a
wholly-owned subsidiary of Duchossois Industries, Inc., an Illinois
corporation ("Duchossois Industries")), the Company, Arlington and
Duchossois Industries entered into a Confidentiality Agreement, dated as of
September 15, 1999 (the "Confidentiality Agreement"). Subsequent to its
execution, the 45 day periods referred to in the Confidentiality Agreement
were extended on several occassions. The final extension expired on June
23, 2000.

      A copy of the Confidentiality Agreement is being filed herewith as
Exhibit 10(s).

      The foregoing description is qualified in its entirety by reference
to the full text of such exhibit.

Item 7.   Financial Statements and Exhibits.


      (c)    The following exhibits are filed with this report:

      10(s)  Confidentiality Agreement, dated as of September 15, 1999, among
             Churchill Downs Incorporated, Duchossois Industries, Inc., and
             Arlington International Racecourse, Inc.



                                  SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.



Dated: July 27, 2000          CHURCHILL DOWNS INCORPORATED



                              By: /s/   Thomas H. Meeker
                                 __________________________________________
                              Name:  Thomas H. Meeker
                              Title: President and Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 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):      July 27, 2000

                         CHURCHILL DOWNS INCORPORATED
            (Exact name of registrant as specified in its charter)

           Kentucky                   000-01469                61-0156015
(State or other jurisdiction   (Commission File Number)      (IRS Employer
      of incorporation)                                   Identification No.)

700 Central Avenue, Louisville, KY                      40208
(Address of Principal Executive Offices)              (Zip Code)

      Registrant's telephone number, including area co(502) 636-4400

                              Not Applicable
      (Former name or former address, if changed since last report.)

Item 5.   Other Events.
------    ------------

      In connection with the negotiations concerning the proposed mergers
between A. Acquisition Corp., an Illinois corporation, A. Management
Acquisition Corp., an Illinois corporation, T. Club Acquisition Corp., an
Illinois corporation, (each of A. Acquisition Corp., A. Management
Acquisition Corp. and T. Club Acquisition Corp. being a wholly-owned
subsidiary of Churchill Downs Incorporated (the "Company")) and Arlington
International Racecourse, Inc., an Illinois corporation ("Arlington"),
Arlington Management Services, Inc., an Illinois corporation and Turf Club
of Illinois, Inc., an Illinois corporation (each of Arlington, Arlington
Management Services, Inc. and Turf Club of Illinois, Inc. being a
wholly-owned subsidiary of Duchossois Industries, Inc., an Illinois
corporation ("Duchossois Industries")), the Company, Arlington and
Duchossois Industries entered into a Confidentiality Agreement, dated as of
September 15, 1999 (the "Confidentiality Agreement"). Subsequent to its
execution, the 45 day periods referred to in the Confidentiality Agreement
were extended on several occassions. The final extension expired on June
23, 2000.

      A copy of the Confidentiality Agreement is being filed herewith as
Exhibit 10(s).

      The foregoing description is qualified in its entirety by reference
to the full text of such exhibit.

Item 7.   Financial Statements and Exhibits.

      (c)    The following exhibits are filed with this report:

      10(s)  Confidentiality Agreement, dated as of September 15, 1999, among
             Churchill Downs Incorporated, Duchossois Industries, Inc., and
             Arlington International Racecourse, Inc.

                                  SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Dated: July 27, 2000          CHURCHILL DOWNS INCORPORATED

                              By: /s/   Thomas H. Meeker
                                 __________________________________________
                              Name:  Thomas H. Meeker
                              Title: President and Chief Executive Officer