<PAGE>  1

      As filed with the Securities and Exchange Commission on July 13, 2000
                              Registration No. 333-

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                          CHURCHILL DOWNS INCORPORATED
             (Exact name of Registrant as specified in its charter)
                               -------------------

                Kentucky                                     61-0156015
      ----------------------------                     -----------------------
      (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                    Identification No.)

                               700 Central Avenue
                           Louisville, Kentucky 40208
   (Address, including zip code, of Registrant's principal executive offices)
                               -------------------
         CHURCHILL DOWNS INCORPORATED 2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                               -------------------

                                Thomas H. Meeker
                                    President
                          Churchill Downs Incorporated
                               700 Central Avenue
                           Louisville, Kentucky 40208
                                 (502) 636-4400
(Name, address, and telephone number, including area code, of agent for service)
                               -------------------
                                   Copies to:
                              ROBERT A. HEATH, ESQ.
                             Wyatt, Tarrant & Combs
                               2800 Citizens Plaza
                           Louisville, Kentucky 40202
                                 (502) 589-5235

<TABLE>
<CAPTION>
<S>                           <C>                         <C>                            <C>                           <C>

                                                    CALCULATION OF REGISTRATION FEE
====================================================================================================================================

                                                           Proposed Maximum                Proposed Maximum             Amount of
Title of Securities            Amount to be                Offering Price                  Aggregate Offering           Registration
to be Registered               Registered                  Per Share <F1>                    Price <F1>                     Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,                  68,581 shares<F2>            $22.906                           $1,570,916                 $414.72
no par value and
associated Preferred
Share Purchase Rights <F3>
====================================================================================================================================
<F1>     Estimated solely for the purpose of  computing  the  registration  fee pursuant to Rule 457. The maximum offering price per
         share is based on the average of the bid and ask price of the Common Stock as reported by the  Nasdaq  National  Market  on
         July  12,  2000,  pursuant  to  Rule 457(h)(1).
<F2>     The  Registrant  also  registers  hereby such  indeterminate  number of additional shares as may be required to cover
         antidilutive  adjustments under the Churchill  Downs  Incorporated  2000 Employee  Stock Purchase Plan.
<F3>     The Preferred Share Purchase Rights, prior to the occurrence of certain events, are not evidenced separately from the
         Common Stock.
====================================================================================================================================


                                                                                                           Exhibit Index on Page 8.
</TABLE>

<PAGE>  2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The Registrant hereby  incorporates the following documents in
this Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year  ended  December  31,  1999  and the  portions  of the  Registrant's  Proxy
Statement for the 2000 Annual  Shareholers'  Meeting  incorporated  by reference
therein.

                  (b) The  Registrant's  Quarterly  Report  on Form 10-Q for the
fiscal quarter ended March 31, 2000.

                  (c)  The  Registrant's  Current  Reports  on  Form  8-K  filed
February 28, 2000, May 10, 2000 and June 23, 2000.

                  (d) The description of the  Registrant's  common stock, no par
value (the  "Common  Stock"),  which is contained  in the  Registrant's  Current
Report on Form 8-K filed  December  14,  1998,  pursuant  to  Section  13 of the
Securities  Exchange  Act of 1934,  and any  amendment  or report  filed for the
purpose of updating such description.

                  (e)  The  description  of  the  Registrant's  Preferred  Share
Purchase Rights contained in the Registrant's Registration Statement on Form 8-A
filed March 20, 1998,  pursuant to Section  12(g) of the 1934 Act, as amended on
Form 8-A/A filed June 30, 2000.

                  All documents subsequently filed by the Registrant pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the filing of a  post-effective  amendment  which indicates that all of
the shares of the Common Stock offered have been sold or which  deregisters  all
of the  shares of Common  Stock  then  remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.


                                        2

<PAGE>  3



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Article XI of the Registrant's  Amended and Restated  Articles
of Incorporation limits the liability of directors of the Registrant pursuant to
the Kentucky Business  Corporation Act. Under this article,  directors generally
are personally liable to the Registrant or its shareholders for monetary damages
only in  transactions  involving  conflicts  of interest  or  improper  personal
benefit for a director,  intentional misconduct,  violations of law, or unlawful
distributions.

                  The Restated  Bylaws of the Registrant  require the Registrant
to indemnify, and permit the advancement of expenses to, each director, officer,
employee or agent of the Registrant, and his executors, administrators or heirs,
who was or is made, or is threatened to be made a defendant or respondent to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative ("Proceeding"), by reason of the fact
that he is or was a director,  officer, employee or agent of the Registrant, for
the costs of such  Proceeding  to the  fullest  extent  expressly  permitted  or
required  by  the  statutes  of the  Commonwealth  of  Kentucky  and  all  other
applicable law.

                  The  Restated  Bylaws of the  Registrant  further  provide for
indemnification  and  advancement of expenses to the  aforementioned  persons by
action of the Board of Directors in such amounts,  on such terms and conditions,
and based upon such  standards of conduct as the Board of Directors  may deem to
be in the best interests of the Registrant.

                  The circumstances under which Kentucky law requires or permits
a corporation to indemnify its directors,  officers, employees and/or agents are
set forth at KRS 271B.8-500, et seq. Generally,  under KRS 271B.8-500 et seq., a
corporation may indemnify an individual made a party to a proceeding  because he
is or was a director against liability incurred in the proceeding if:

         (1)      he conducted himself in good faith; and

         (2)      he reasonably believed

                  (a)      in the case of conduct in his official capacity with
                           the corporation that his conduct was in its best
                           interests; and

                  (b)      in all other cases, that his conduct was at least not
                           opposed to its best interests.

         (3)      in the case of any criminal  proceeding,  he had no reasonable
                  cause to believe his conduct was unlawful.

A corporation may not indemnify a director:

         (1)      in connection with a proceeding by or in the right of the
                  corporation in which the director was adjudged liable to the
                  corporation; or

                                        3

<PAGE>  4




         (2)      in  connection  with any other  proceeding  charging  improper
                  personal  benefit to him,  whether or not involving  action in
                  his official capacity,  in which he was adjudged liable on the
                  basis that personal benefit was improperly received by him.

                  Indemnification  permitted in connection  with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

                  In addition, the Registrant maintains directors' and officers'
liability  insurance  covering certain  liabilities which may be incurred by the
directors and officers of the Registrant in connection  with the  performance of
their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The Exhibits  listed on the Exhibit Index  appearing on page 8
of this Registration Statement are hereby incorporated by reference.

ITEM 9.  UNDERTAKINGS.

                  (a)  The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
                  sales are  being  made,  a  post-effective  amendment  to this
                  registration statement:

                                    (i)  To include any prospectus required by
                           Section 10(a)(3) of the Securities Act of 1933;

                                    (ii) To reflect in the  prospectus any facts
                           or events  arising  after the  effective  date of the
                           registration  statement  (or the  most  recent  post-
                           effective  amendment thereof) which,  individually or
                           in the aggregate,  represent a fundamental  change in
                           the  information   set  forth  in  the   registration
                           statement; and

                                    (iii) To include  any  material  information
                           with  respect  to  the  plan  of   distribution   not
                           previously disclosed in the registration statement or
                           any  material  change  to  such  information  in  the
                           registration statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic reports filed with or furnished to the Securities and
                  Exchange  Commission by the registrant  pursuant to Section 13
                  or 15(d) of the

                                        4

<PAGE>  5



                  Securities  Exchange  Act of 1934  that  are  incorporated  by
                  reference in the registration statement.

                           (2)  That,  for  the  purpose  of   determining   any
                  liability   under  the  Securities  Act  of  1933,  each  such
                  post-effective   amendment   shall  be  deemed  to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3)  To  remove  from  registration  by  means  of  a
                  post-effective   amendment   any  of  the   securities   being
                  registered  which  remain  unsold  at the  termination  of the
                  offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                        5

<PAGE>  6



                                   SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Louisville,  State of Kentucky,  on the 11th day of
July, 2000.

                                   CHURCHILL DOWNS INCORPORATED

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


                               POWERS OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature appears below constitutes and appoints Thomas H. Meeker and Rebecca C.
Reed as his true and  lawful  attorney-in-fact  and  agent,  with full  power of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments and post-effective amendments to this
Registration Statement, and to file the same with all exhibits thereto, granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact and agent may lawfully do or cause to
be done by virtue thereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this Registration Statement has been signed by the following persons on the 11th
day of July, 2000 in the capacities indicated.

             Signatures                                  Title



            /s/ THOMAS H. MEEKER                 President, Chief Executive
            Thomas H. Meeker                     Officer (Principal Executive
                                                 Officer) and Director


            /s/ ROBERT L. DECKER                 Executive Vice President and
            Robert L. Decker                     Chief Financial Officer
                                                 (Principal Financial Officer)


<PAGE>  7



            /s/ MICHAEL E. MILLER                Senior Vice President, Finance
            Michael E. Miller                    (Principal Accounting Officer)


                                                 Director   .
            Charles W. Bidwill, Jr.


            /s/ WILLIAM S. FARISH                Director
            William S. Farish


            /s/ J. DAVID GRISSOM                 Director
            J. David Grissom


            /s/ SETH W/ HANCOCK                  Director
            Seth W. Hancock


            /s/ DANIEL P. HARRINGTON             Director
            Daniel P. Harrington


            /s/ G. WATTS HUMPHREY, JR.           Director
            G. Watts Humphrey, Jr.


            /s/ FRANK B. HOWER, JR.              Director
            Frank B. Hower, Jr.


            /s/ BRAD M. KELLEY                  Director
            Brad M. Kelley


            /s/ CARL F. POLLARD                  Director
            Carl F. Pollard


            /s/ DENNIS D. SWANSON                Director
            Dennis D. Swanson


            /s/ DARRELL R. WELLS                 Director
            Darrell R. Wells



<PAGE>  8



                                INDEX TO EXHIBITS


Exhibit Number   Description of Exhibit                                   Page

4(a)             Amended and Restated Articles of Incorporation of the
                 Registrant   (incorporated  herein  by  reference  to
                 Exhibit  3(a) to the  Registrant's  Annual  Report on
                 Form 10-K for the fiscal year ended December 31, 1999).

4(b)             Restated  Bylaws  of  the  Registrant   (incorporated
                 herein by reference to Exhibit 3 to the  Registrant's
                 Report  on Form  10-Q for the  fiscal  quarter  ended
                 March 31, 2000).

4(c)             Specimen Stock  Certificate  (incorporated  herein by
                 reference  to  Exhibit   4(d)  to  the   Registrant's
                 Registration   Statement  on  Form  S-8,  File  No.
                 33-85012).

4(d)             Rights Agreement dated as of March 19, 1998, between
                 the Registrant and Fifth Third Bank as Rights Agent
                 (incorporated herein by reference to Exhibit 4.1 to
                 the Registrant's Current Report on Form 8-K filed on
                 March 20, 1998 and Exhibit 4.1 to the Registrant's
                 Registration Statement on Form 8-A/A filed June 30,
                 2000).

5                Opinion and Consent of Wyatt, Tarrant & Combs as
                 to the legality of the shares being registered.              9

23(a)            Consent of Wyatt, Tarrant & Combs (contained in
                 Exhibit 5).

23(b)            Consent of PricewaterhouseCoopers LLP.                      11

24               Power of Attorney (precedes signatures).

99               Churchill Downs Incorporated 2000 Employee Stock
                 Purchase Plan.                                              12
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 20715}]
{"company-data": {"conformed-name": "CHURCHILL DOWNS INC", "cik": "0000020212", "assigned-sic": "7948", "irs-number": "610156015", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41376", "film-number": "672572"}, "business-address": {"street1": "700 CENTRAL AVE", "city": "LOUISVILLE", "state": "KY", "zip": "40208", "phone": "5026364400"}, "mail-address": {"street1": "700 CENTRAL AVENUE", "street2": "700 CENTRAL AVENUE", "city": "LOUIVILLE", "state": "KY", "zip": "40208"}}
1

      As filed with the Securities and Exchange Commission on July 13, 2000
                              Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                          CHURCHILL DOWNS INCORPORATED
             (Exact name of Registrant as specified in its charter)
                               -------------------

                Kentucky                                     61-0156015
      ----------------------------                     -----------------------
      (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                    Identification No.)

                               700 Central Avenue
                           Louisville, Kentucky 40208
   (Address, including zip code, of Registrant's principal executive offices)
                               -------------------
         CHURCHILL DOWNS INCORPORATED 2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                               -------------------

                                Thomas H. Meeker
                                    President
                          Churchill Downs Incorporated
                               700 Central Avenue
                           Louisville, Kentucky 40208
                                 (502) 636-4400
(Name, address, and telephone number, including area code, of agent for service)
                               -------------------
                                   Copies to:
                              ROBERT A. HEATH, ESQ.
                             Wyatt, Tarrant & Combs
                               2800 Citizens Plaza
                           Louisville, Kentucky 40202
                                 (502) 589-5235
CALCULATION OF REGISTRATION FEE
====================================================================================================================================

                                                           Proposed Maximum                Proposed Maximum             Amount of
Title of Securities            Amount to be                Offering Price                  Aggregate Offering           Registration
to be Registered               Registered                  Per Share
Price
Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,                  68,581 shares
$22.906                           $1,570,916                 $414.72
no par value and
associated Preferred
Share Purchase Rights
====================================================================================================================================
Estimated solely for the purpose of  computing  the  registration  fee pursuant to Rule 457. The maximum offering price per
         share is based on the average of the bid and ask price of the Common Stock as reported by the  Nasdaq  National  Market  on
         July  12,  2000,  pursuant  to  Rule 457(h)(1).
The  Registrant  also  registers  hereby such  indeterminate  number of additional shares as may be required to cover
         antidilutive  adjustments under the Churchill  Downs  Incorporated  2000 Employee  Stock Purchase Plan.
The Preferred Share Purchase Rights, prior to the occurrence of certain events, are not evidenced separately from the
         Common Stock.
====================================================================================================================================

                                                                                                           Exhibit Index on Page 8.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The Registrant hereby  incorporates the following documents in
this Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year  ended  December  31,  1999  and the  portions  of the  Registrant's  Proxy
Statement for the 2000 Annual  Shareholers'  Meeting  incorporated  by reference
therein.

                  (b) The  Registrant's  Quarterly  Report  on Form 10-Q for the
fiscal quarter ended March 31, 2000.

                  (c)  The  Registrant's  Current  Reports  on  Form  8-K  filed
February 28, 2000, May 10, 2000 and June 23, 2000.

                  (d) The description of the  Registrant's  common stock, no par
value (the  "Common  Stock"),  which is contained  in the  Registrant's  Current
Report on Form 8-K filed  December  14,  1998,  pursuant  to  Section  13 of the
Securities  Exchange  Act of 1934,  and any  amendment  or report  filed for the
purpose of updating such description.

                  (e)  The  description  of  the  Registrant's  Preferred  Share
Purchase Rights contained in the Registrant's Registration Statement on Form 8-A
filed March 20, 1998,  pursuant to Section  12(g) of the 1934 Act, as amended on
Form 8-A/A filed June 30, 2000.

                  All documents subsequently filed by the Registrant pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the filing of a  post-effective  amendment  which indicates that all of
the shares of the Common Stock offered have been sold or which  deregisters  all
of the  shares of Common  Stock  then  remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

                                        2
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Article XI of the Registrant's  Amended and Restated  Articles
of Incorporation limits the liability of directors of the Registrant pursuant to
the Kentucky Business  Corporation Act. Under this article,  directors generally
are personally liable to the Registrant or its shareholders for monetary damages
only in  transactions  involving  conflicts  of interest  or  improper  personal
benefit for a director,  intentional misconduct,  violations of law, or unlawful
distributions.

                  The Restated  Bylaws of the Registrant  require the Registrant
to indemnify, and permit the advancement of expenses to, each director, officer,
employee or agent of the Registrant, and his executors, administrators or heirs,
who was or is made, or is threatened to be made a defendant or respondent to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative ("Proceeding"), by reason of the fact
that he is or was a director,  officer, employee or agent of the Registrant, for
the costs of such  Proceeding  to the  fullest  extent  expressly  permitted  or
required  by  the  statutes  of the  Commonwealth  of  Kentucky  and  all  other
applicable law.

                  The  Restated  Bylaws of the  Registrant  further  provide for
indemnification  and  advancement of expenses to the  aforementioned  persons by
action of the Board of Directors in such amounts,  on such terms and conditions,
and based upon such  standards of conduct as the Board of Directors  may deem to
be in the best interests of the Registrant.

                  The circumstances under which Kentucky law requires or permits
a corporation to indemnify its directors,  officers, employees and/or agents are
set forth at KRS 271B.8-500, et seq. Generally,  under KRS 271B.8-500 et seq., a
corporation may indemnify an individual made a party to a proceeding  because he
is or was a director against liability incurred in the proceeding if:

         (1)      he conducted himself in good faith; and

         (2)      he reasonably believed

                  (a)      in the case of conduct in his official capacity with
                           the corporation that his conduct was in its best
                           interests; and

                  (b)      in all other cases, that his conduct was at least not
                           opposed to its best interests.

         (3)      in the case of any criminal  proceeding,  he had no reasonable
                  cause to believe his conduct was unlawful.

A corporation may not indemnify a director:

         (1)      in connection with a proceeding by or in the right of the
                  corporation in which the director was adjudged liable to the
                  corporation; or

                                        3
4

         (2)      in  connection  with any other  proceeding  charging  improper
                  personal  benefit to him,  whether or not involving  action in
                  his official capacity,  in which he was adjudged liable on the
                  basis that personal benefit was improperly received by him.

                  Indemnification  permitted in connection  with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

                  In addition, the Registrant maintains directors' and officers'
liability  insurance  covering certain  liabilities which may be incurred by the
directors and officers of the Registrant in connection  with the  performance of
their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The Exhibits  listed on the Exhibit Index  appearing on page 8
of this Registration Statement are hereby incorporated by reference.

ITEM 9.  UNDERTAKINGS.

                  (a)  The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
                  sales are  being  made,  a  post-effective  amendment  to this
                  registration statement:

                                    (i)  To include any prospectus required by
                           Section 10(a)(3) of the Securities Act of 1933;

                                    (ii) To reflect in the  prospectus any facts
                           or events  arising  after the  effective  date of the
                           registration  statement  (or the  most  recent  post-
                           effective  amendment thereof) which,  individually or
                           in the aggregate,  represent a fundamental  change in
                           the  information   set  forth  in  the   registration
                           statement; and

                                    (iii) To include  any  material  information
                           with  respect  to  the  plan  of   distribution   not
                           previously disclosed in the registration statement or
                           any  material  change  to  such  information  in  the
                           registration statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic reports filed with or furnished to the Securities and
                  Exchange  Commission by the registrant  pursuant to Section 13
                  or 15(d) of the

                                        4
5

                  Securities  Exchange  Act of 1934  that  are  incorporated  by
                  reference in the registration statement.

                           (2)  That,  for  the  purpose  of   determining   any
                  liability   under  the  Securities  Act  of  1933,  each  such
                  post-effective   amendment   shall  be  deemed  to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3)  To  remove  from  registration  by  means  of  a
                  post-effective   amendment   any  of  the   securities   being
                  registered  which  remain  unsold  at the  termination  of the
                  offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        5
6

                                   SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Louisville,  State of Kentucky,  on the 11th day of
July, 2000.

                                   CHURCHILL DOWNS INCORPORATED

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

                               POWERS OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature appears below constitutes and appoints Thomas H. Meeker and Rebecca C.
Reed as his true and  lawful  attorney-in-fact  and  agent,  with full  power of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments and post-effective amendments to this
Registration Statement, and to file the same with all exhibits thereto, granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact and agent may lawfully do or cause to
be done by virtue thereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this Registration Statement has been signed by the following persons on the 11th
day of July, 2000 in the capacities indicated.

             Signatures                                  Title

            /s/ THOMAS H. MEEKER                 President, Chief Executive
            Thomas H. Meeker                     Officer (Principal Executive
                                                 Officer) and Director

            /s/ ROBERT L. DECKER                 Executive Vice President and
            Robert L. Decker                     Chief Financial Officer
                                                 (Principal Financial Officer)
7

            /s/ MICHAEL E. MILLER                Senior Vice President, Finance
            Michael E. Miller                    (Principal Accounting Officer)

                                                 Director   .
            Charles W. Bidwill, Jr.

            /s/ WILLIAM S. FARISH                Director
            William S. Farish

            /s/ J. DAVID GRISSOM                 Director
            J. David Grissom

            /s/ SETH W/ HANCOCK                  Director
            Seth W. Hancock

            /s/ DANIEL P. HARRINGTON             Director
            Daniel P. Harrington

            /s/ G. WATTS HUMPHREY, JR.           Director
            G. Watts Humphrey, Jr.

            /s/ FRANK B. HOWER, JR.              Director
            Frank B. Hower, Jr.

            /s/ BRAD M. KELLEY                  Director
            Brad M. Kelley

            /s/ CARL F. POLLARD                  Director
            Carl F. Pollard

            /s/ DENNIS D. SWANSON                Director
            Dennis D. Swanson

            /s/ DARRELL R. WELLS                 Director
            Darrell R. Wells
8

                                INDEX TO EXHIBITS

Exhibit Number   Description of Exhibit                                   Page

4(a)             Amended and Restated Articles of Incorporation of the
                 Registrant   (incorporated  herein  by  reference  to
                 Exhibit  3(a) to the  Registrant's  Annual  Report on
                 Form 10-K for the fiscal year ended December 31, 1999).

4(b)             Restated  Bylaws  of  the  Registrant   (incorporated
                 herein by reference to Exhibit 3 to the  Registrant's
                 Report  on Form  10-Q for the  fiscal  quarter  ended
                 March 31, 2000).

4(c)             Specimen Stock  Certificate  (incorporated  herein by
                 reference  to  Exhibit   4(d)  to  the   Registrant's
                 Registration   Statement  on  Form  S-8,  File  No.
                 33-85012).

4(d)             Rights Agreement dated as of March 19, 1998, between
                 the Registrant and Fifth Third Bank as Rights Agent
                 (incorporated herein by reference to Exhibit 4.1 to
                 the Registrant's Current Report on Form 8-K filed on
                 March 20, 1998 and Exhibit 4.1 to the Registrant's
                 Registration Statement on Form 8-A/A filed June 30,
                 2000).

5                Opinion and Consent of Wyatt, Tarrant & Combs as
                 to the legality of the shares being registered.              9

23(a)            Consent of Wyatt, Tarrant & Combs (contained in
                 Exhibit 5).

23(b)            Consent of PricewaterhouseCoopers LLP.                      11

24               Power of Attorney (precedes signatures).

99               Churchill Downs Incorporated 2000 Employee Stock
                 Purchase Plan.                                              12