As filed with the Securities and Exchange Commission
                                         on August 21, 1998
                                Registration No. 333-_______________
<TABLE>
<CAPTION>
<S>                                    <C>                                       <C>
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________

                                 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                                                     (I.R.S. Employer
of incorporation or organization)                                                Identification No.)
</TABLE>
                                         700 Central Avenue
                                     Louisville, Kentucky  40208

                              (Address of Principal Executive Offices)


                         CHURCHILL DOWNS INCORPORATED 1997 STOCK OPTION PLAN
                                      (Full title of the plan)

<TABLE>
<CAPTION>
                                                                                   Copy to:
Thomas H. Meeker, President                                                     Robert A. Heath, Esq.
Churchill Downs Incorporated                                                    Wyatt, Tarrant & Combs
700 Central Avenue                                                              2800 Citizens Plaza
Louisville, Kentucky  40208                                                     Louisville, Kentucky 40202

                               (Name and address of agent for service)

                                           (502) 636-4400
                    (Telephone number, including area code, of agent for service)

                    Approximate date of commencement of proposed sale to public:
             From time to time after the effective date of this Registration Statement.

                                   CALCULATION OF REGISTRATION FEE
Title of                   Amount                     Proposed maximum          Proposed maximum          Amount of
securities                 to be                      offering price            aggregate offering        registration
to be registered           registered                 per share<F1>             price<F1>                 fee
<S>                        <C>                        <C>                       <C>                       <C>
Common Stock,              300,000<F2>                $30.75                    $9,225,000                $2,721.38
no par value and             shares
associated Preferred
Share Purchase
Rights<F3>
</TABLE>

[FN]

<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 high and low sale price of the Common Stock as reported by the Nasdaq Stock
Market on August 18, 1998, 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 1997 Stock Option 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.

<PAGE>

                              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 year ended
December 31, 1997;

     B.   The Registrant's Quarterly Report  on  Form  10-Q for the quarter
ended March 31, 1998;

     C.   The Registrant's Quarterly Report on Form 10-Q  for  the  quarter
ended June 30, 1998;

     D.   The Registrant's Current Report on Form 8-K as filed on March 20,
1998;

     E.   The Registrant's Current Report on Form 8-K as filed on April 28,
1998, as amended by the Registrant's Current Report on Form 8-K/A as  filed
on  July 1, 1998, and as amended by the Registrant's Current Report on Form
8-K/A filed on July 10, 1998;

     F.   The  description  of  the  Common  Stock,  no  par  value, of the
Registrant  contained  in  a registration statement on Form 10 filed  under
Section 12 of the Securities  Exchange  Act  of  1934, and any amendment or
report filed for the purpose of updating such description; and

     G.   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.

     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
securities  offered have been sold or which deregisters all securities then
remaining unsold,  shall  be deemed to be incorporated by reference in this
Registration Statement and  to  be  part  hereof from the date of filing of
such documents.


ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

                                       2
<PAGE>


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article  XI  of the Registrant's Restated  Articles  of  Incorporation
limits the liability  of  directors  of  the  Registrant  pursuant  to  the
Kentucky Business Corporation Act.  Under this Article, directors generally
will  be  personally  liable  to  the  Registrant  or  its shareholders for
monetary damages only for transactions involving conflicts  of  interest or
from  which  a  director  derives an improper personal benefit, intentional
misconduct or violations of law, and 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; and

                                       3

<PAGE>

     [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

     [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.

     1. The undersigned Registrant hereby undertakes:

     A.  To file, during any period in which  offers  or  sales  are  being
made, a post-effective amendment to this Registration Statement:

          [1]   To  include  any prospectus required by Section 10(a)(3) of
     the Securities Act of 1993;

          [2]  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

                                       4

<PAGE>

     change in the information set forth in the Registration Statement;

          [3]  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 1.A[1] and 1.A[2] do  not  apply if
the  information  required to be included in a post-effective amendment  by
those paragraphs is  contained  in periodic reports filed by the Registrant
pursuant to Section 13 or Section  15(d)  of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

     B.   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.

     C.  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.

     2.  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 that is incorporated by reference in
this Registration Statement shall  be  deemed  to  be  a  new  registration
statement  relating  to the securities offered herein, and the offering  of
such securities at that  time  shall  be deemed to be the initial bona fide
offering thereof.

     3.   Insofar  as indemnification for  liabilities  arising  under  the
Securities  Act  of 1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant, 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>
                            SIGNATURES

     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, Commonwealth of
Kentucky, on August 19, 1998.


                              CHURCHILL DOWNS INCORPORATED


                              By /S/ THOMAS H.  MEEKER
                                Thomas H. Meeker, President and
                                Chief Executive Officer


     KNOW  ALL  MEN  BY  THESE  PRESENTS,  that each person whose signature
appears below constitutes and appoints Thomas  H.  Meeker  and Alexander M.
Waldrop, and each of them, with the power to act without the  other, his or
her  true  and  lawful  attorneys-in-fact  and  agents, with full power  of
substitution and resubstitution, for him or her,  and  in  his or her name,
place and stead, in any and all capacities, to sign any and  all amendments
(including  post-effective amendments) to this Registration Statement,  and
to file the same,  with  all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting
unto  said  attorneys-in-fact  and agents, and each of them, full power and
authority to do and perform each  and  every  act  and  thing requisite and
necessary to be done in and about the premises, as fully and to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the  requirements  of the Securities Act of  1933,  this
Registration Statement on Form S-8 has  been  signed below by the following
persons on the 19th day of August, 1998 in the capacities indicated:

SIGNATURE                     TITLE


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

/S/ VICKI L. BAUMGARDNER      Vice President, Finance and Treasurer
Vicki L. Baumgardner          (Principal Accounting Officer)

                                       6

<PAGE>

/S/ ROBERT L. DECKER          Senior Vice President, Finance and
Robert L. Decker              Development, and Chief Financial
                              Officer (Principal Financial Officer)

/S/ CHARLES W. BIDWILL, JR.
Charles W. Bidwill, Jr.       Director


William S. Farish             Director


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


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


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


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


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


/S/ W. BRUCE LUNSFORD
W. Bruce Lunsford             Director


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


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


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


/S/ ARTHUR B. MODELL
Arthur B. Modell              Director

                                       7

<PAGE>
                         INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     Exhibit
     NUMBER                       DESCRIPTION OF EXHIBIT                      PAGE
<S>                         <C>                                           <C>
4(a)                        Churchill  Downs  Incorporated   1997   Stock
                            Option  Plan  incorporated  by  reference  to
                            Exhibit  10(n)  of the Registrant's report on
                            Form 10-K for the  year  ended  December  31,
                            1997.

4(b)                        Amended   and   Restated   Articles   of  In-
                            corporation of the Registrant incorporated by
                            reference to Exhibit 3(e) of the Registrant's
                            report  on  Form  10-Q for the fiscal quarter
                            ended June 30, 1998.

4(c)                        Restated Bylaws of  the Registrant as amended
                            incorporated by reference  to Exhibit 3(i) of
                            the Registrant's report on Form  10-Q for the
                            fiscal quarter ended June 30, 1998.

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

4(e)                        Rights  Agreement  dated as of March 19, 1998
                            between the Registrant and Bank of Louisville
                            incorporated by reference  to  Exhibit 4.1 to
                            the Registrant's Current Report  on  Form 8-K
                            filed on March 20, 1998.

5                           Opinion  of  Wyatt, Tarrant & Combs as to the       9
                            legality of the Common Stock.

23(a)                       Consent of PricewaterhouseCoopers LLP.             11

23(b)                       Consent of Wyatt,  Tarrant  & Combs (included
                            in Exhibit 5)

24                          Power of Attorney (included on signature page       6
                            of this Registration Statement).

                                       8

<PAGE>

                                                       EXHIBIT 5






                [Wyatt, Tarrant & Combs Letterhead]




                          August 21, 1998



Board of Directors
Churchill Downs Incorporated
700 Central Avenue
Louisville, Kentucky 40208

Ladies and Gentlemen:

          We  have  acted  as  counsel  to  Churchill Downs Incorporated, a
Kentucky corporation (the "Company"), in connection  with  the Registration
Statement  on  Form S-8 (the "Registration Statement") being filed  by  the
Company  with the  Securities  and  Exchange  Commission  pursuant  to  the
Securities  Act  of 1933, as amended (the "Act") to register 300,000 shares
of the Company's common  stock (the "Shares"), to be issued pursuant to the
Churchill Downs Incorporated 1997 Stock Option Plan (the "Plan").

          We  have  examined   and  are  familiar  with  the  Company,  its
organization and proceedings related  thereto.   We have also examined such
other  documents  and procedures as we have considered  necessary  for  the
purpose of this opinion.

          We have assumed,  for  purposes  of  this  opinion,  that, to the
extent  options  are  granted  under  the  Plan, the Shares will be validly
authorized on the respective dates of exercise  of  any  options  under the
Plan,  and that, on the dates of exercise, the options will have been  duly
executed 

                                       9

<PAGE>

Board of Directors
Churchill Downs Incorporated
August 21, 1998
Page 2


and delivered and  will constitute the legal, valid and binding obligations
of the Company, enforceable  against  the Company in accordance with  their
respective terms.

          Based  upon  the  foregoing  and  subject  to the  qualifications
hereinafter  set  forth,  we are of the opinion that the  Shares  are  duly
authorized and, when issued  and  sold  in accordance with the Registration
Statement, the prospectus delivered to participants in the Plan pursuant to
the requirements of the Act, the pertinent  provisions  of  any  applicable
state securities laws and the Plan, will be duly and validly issued,  fully
paid and nonassessable.

          We  are  members  of the Bar of the Commonwealth of Kentucky and,
accordingly, do not purport to  be experts on or express any opinion herein
concerning any law other than the  laws of the Commonwealth of Kentucky and
the federal law of the United States.

          Our opinion is directed to  the Board of Directors of the Company
and  may  not  be relied upon by any persons  other  than  said  directors,
recipients of the  prospectus  and  participants in the Plan.  We expressly
disclaim  any  responsibility for advising  you  of  any  change  hereafter
occurring in circumstances  touching or concerning the transaction which is
the subject of this opinion, including any changes in the law or in factual
matters occurring subsequent to the date of this opinion.

          We hereby consent to  the  filing  of  this  opinion,  or  copies
thereof,  as  an  Exhibit  to  the  Registration Statement.  In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section  7  of  the  Act  or  the rules and
regulations of the Securities and Exchange Commission thereunder.

                              Sincerely,

                              WYATT, TARRANT & COMBS


                              /s/ Wyatt, Tarrant & Combs

                                       10

<PAGE>


                                                    EXHIBIT 23(a)


                CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in the registration  statement
on  Form S-8 of our report dated March 7, 1998, except for Note 13,  as  to
which  the  date  is  March  28,  1998,  on  our audits of the consolidated
financial  statements  and  consolidated financial  statement  schedule  of
Churchill Downs Incorporated as of December 31, 1997, 1996 and 1995 and for
the years ended December 31,  1997, 1996 and 1995, which report is included
in the Annual Report on Form 10-K  of  Churchill Downs Incorporated for the
year ended December 31, 1997.

/s/  PricewaterhouseCoopers LLP
     Louisville, Kentucky
     August 19, 1998

                                       11


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23662}]
{"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": "333-62013", "film-number": "98695704"}, "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"}}
As filed with the Securities and Exchange Commission
                                         on August 21, 1998
                                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                                                     (I.R.S. Employer
of incorporation or organization)                                                Identification No.)
700 Central Avenue
                                     Louisville, Kentucky  40208

                              (Address of Principal Executive Offices)

                         CHURCHILL DOWNS INCORPORATED 1997 STOCK OPTION PLAN
                                      (Full title of the plan)
Copy to:
Thomas H. Meeker, President                                                     Robert A. Heath, Esq.
Churchill Downs Incorporated                                                    Wyatt, Tarrant & Combs
700 Central Avenue                                                              2800 Citizens Plaza
Louisville, Kentucky  40208                                                     Louisville, Kentucky 40202

                               (Name and address of agent for service)

                                           (502) 636-4400
                    (Telephone number, including area code, of agent for service)

                    Approximate date of commencement of proposed sale to public:
             From time to time after the effective date of this Registration Statement.

                                   CALCULATION OF REGISTRATION FEE
Title of                   Amount                     Proposed maximum          Proposed maximum          Amount of
securities                 to be                      offering price            aggregate offering        registration
to be registered           registered                 per share
price
fee
Common Stock,              300,000
$30.75                    $9,225,000                $2,721.38
no par value and             shares
associated Preferred
Share Purchase
Rights
[FN]
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 high and low sale price of the Common Stock as reported by the Nasdaq Stock
Market on August 18, 1998, 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 1997 Stock Option 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.
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 year ended
December 31, 1997;

     B.   The Registrant's Quarterly Report  on  Form  10-Q for the quarter
ended March 31, 1998;

     C.   The Registrant's Quarterly Report on Form 10-Q  for  the  quarter
ended June 30, 1998;

     D.   The Registrant's Current Report on Form 8-K as filed on March 20,
1998;

     E.   The Registrant's Current Report on Form 8-K as filed on April 28,
1998, as amended by the Registrant's Current Report on Form 8-K/A as  filed
on  July 1, 1998, and as amended by the Registrant's Current Report on Form
8-K/A filed on July 10, 1998;

     F.   The  description  of  the  Common  Stock,  no  par  value, of the
Registrant  contained  in  a registration statement on Form 10 filed  under
Section 12 of the Securities  Exchange  Act  of  1934, and any amendment or
report filed for the purpose of updating such description; and

     G.   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.

     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
securities  offered have been sold or which deregisters all securities then
remaining unsold,  shall  be deemed to be incorporated by reference in this
Registration Statement and  to  be  part  hereof from the date of filing of
such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

                                       2
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article  XI  of the Registrant's Restated  Articles  of  Incorporation
limits the liability  of  directors  of  the  Registrant  pursuant  to  the
Kentucky Business Corporation Act.  Under this Article, directors generally
will  be  personally  liable  to  the  Registrant  or  its shareholders for
monetary damages only for transactions involving conflicts  of  interest or
from  which  a  director  derives an improper personal benefit, intentional
misconduct or violations of law, and 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; and

                                       3
[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

     [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.

     1. The undersigned Registrant hereby undertakes:

     A.  To file, during any period in which  offers  or  sales  are  being
made, a post-effective amendment to this Registration Statement:

          [1]   To  include  any prospectus required by Section 10(a)(3) of
     the Securities Act of 1993;

          [2]  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

                                       4
change in the information set forth in the Registration Statement;

          [3]  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 1.A[1] and 1.A[2] do  not  apply if
the  information  required to be included in a post-effective amendment  by
those paragraphs is  contained  in periodic reports filed by the Registrant
pursuant to Section 13 or Section  15(d)  of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

     B.   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.

     C.  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.

     2.  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 that is incorporated by reference in
this Registration Statement shall  be  deemed  to  be  a  new  registration
statement  relating  to the securities offered herein, and the offering  of
such securities at that  time  shall  be deemed to be the initial bona fide
offering thereof.

     3.   Insofar  as indemnification for  liabilities  arising  under  the
Securities  Act  of 1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant, 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
SIGNATURES

     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, Commonwealth of
Kentucky, on August 19, 1998.

                              CHURCHILL DOWNS INCORPORATED

                              By /S/ THOMAS H.  MEEKER
                                Thomas H. Meeker, President and
                                Chief Executive Officer

     KNOW  ALL  MEN  BY  THESE  PRESENTS,  that each person whose signature
appears below constitutes and appoints Thomas  H.  Meeker  and Alexander M.
Waldrop, and each of them, with the power to act without the  other, his or
her  true  and  lawful  attorneys-in-fact  and  agents, with full power  of
substitution and resubstitution, for him or her,  and  in  his or her name,
place and stead, in any and all capacities, to sign any and  all amendments
(including  post-effective amendments) to this Registration Statement,  and
to file the same,  with  all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting
unto  said  attorneys-in-fact  and agents, and each of them, full power and
authority to do and perform each  and  every  act  and  thing requisite and
necessary to be done in and about the premises, as fully and to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the  requirements  of the Securities Act of  1933,  this
Registration Statement on Form S-8 has  been  signed below by the following
persons on the 19th day of August, 1998 in the capacities indicated:

SIGNATURE                     TITLE

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

/S/ VICKI L. BAUMGARDNER      Vice President, Finance and Treasurer
Vicki L. Baumgardner          (Principal Accounting Officer)

                                       6
/S/ ROBERT L. DECKER          Senior Vice President, Finance and
Robert L. Decker              Development, and Chief Financial
                              Officer (Principal Financial Officer)

/S/ CHARLES W. BIDWILL, JR.
Charles W. Bidwill, Jr.       Director

William S. Farish             Director

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

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

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

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

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

/S/ W. BRUCE LUNSFORD
W. Bruce Lunsford             Director

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

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

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

/S/ ARTHUR B. MODELL
Arthur B. Modell              Director

                                       7
INDEX TO EXHIBITS
Exhibit
     NUMBER                       DESCRIPTION OF EXHIBIT                      PAGE
4(a)                        Churchill  Downs  Incorporated   1997   Stock
                            Option  Plan  incorporated  by  reference  to
                            Exhibit  10(n)  of the Registrant's report on
                            Form 10-K for the  year  ended  December  31,
                            1997.

4(b)                        Amended   and   Restated   Articles   of  In-
                            corporation of the Registrant incorporated by
                            reference to Exhibit 3(e) of the Registrant's
                            report  on  Form  10-Q for the fiscal quarter
                            ended June 30, 1998.

4(c)                        Restated Bylaws of  the Registrant as amended
                            incorporated by reference  to Exhibit 3(i) of
                            the Registrant's report on Form  10-Q for the
                            fiscal quarter ended June 30, 1998.

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

4(e)                        Rights  Agreement  dated as of March 19, 1998
                            between the Registrant and Bank of Louisville
                            incorporated by reference  to  Exhibit 4.1 to
                            the Registrant's Current Report  on  Form 8-K
                            filed on March 20, 1998.

5                           Opinion  of  Wyatt, Tarrant & Combs as to the       9
                            legality of the Common Stock.

23(a)                       Consent of PricewaterhouseCoopers LLP.             11

23(b)                       Consent of Wyatt,  Tarrant  & Combs (included
                            in Exhibit 5)

24                          Power of Attorney (included on signature page       6
                            of this Registration Statement).

                                       8
EXHIBIT 5

                [Wyatt, Tarrant & Combs Letterhead]

                          August 21, 1998

Board of Directors
Churchill Downs Incorporated
700 Central Avenue
Louisville, Kentucky 40208

Ladies and Gentlemen:

          We  have  acted  as  counsel  to  Churchill Downs Incorporated, a
Kentucky corporation (the "Company"), in connection  with  the Registration
Statement  on  Form S-8 (the "Registration Statement") being filed  by  the
Company  with the  Securities  and  Exchange  Commission  pursuant  to  the
Securities  Act  of 1933, as amended (the "Act") to register 300,000 shares
of the Company's common  stock (the "Shares"), to be issued pursuant to the
Churchill Downs Incorporated 1997 Stock Option Plan (the "Plan").

          We  have  examined   and  are  familiar  with  the  Company,  its
organization and proceedings related  thereto.   We have also examined such
other  documents  and procedures as we have considered  necessary  for  the
purpose of this opinion.

          We have assumed,  for  purposes  of  this  opinion,  that, to the
extent  options  are  granted  under  the  Plan, the Shares will be validly
authorized on the respective dates of exercise  of  any  options  under the
Plan,  and that, on the dates of exercise, the options will have been  duly
executed 

                                       9
Board of Directors
Churchill Downs Incorporated
August 21, 1998
Page 2

and delivered and  will constitute the legal, valid and binding obligations
of the Company, enforceable  against  the Company in accordance with  their
respective terms.

          Based  upon  the  foregoing  and  subject  to the  qualifications
hereinafter  set  forth,  we are of the opinion that the  Shares  are  duly
authorized and, when issued  and  sold  in accordance with the Registration
Statement, the prospectus delivered to participants in the Plan pursuant to
the requirements of the Act, the pertinent  provisions  of  any  applicable
state securities laws and the Plan, will be duly and validly issued,  fully
paid and nonassessable.

          We  are  members  of the Bar of the Commonwealth of Kentucky and,
accordingly, do not purport to  be experts on or express any opinion herein
concerning any law other than the  laws of the Commonwealth of Kentucky and
the federal law of the United States.

          Our opinion is directed to  the Board of Directors of the Company
and  may  not  be relied upon by any persons  other  than  said  directors,
recipients of the  prospectus  and  participants in the Plan.  We expressly
disclaim  any  responsibility for advising  you  of  any  change  hereafter
occurring in circumstances  touching or concerning the transaction which is
the subject of this opinion, including any changes in the law or in factual
matters occurring subsequent to the date of this opinion.

          We hereby consent to  the  filing  of  this  opinion,  or  copies
thereof,  as  an  Exhibit  to  the  Registration Statement.  In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section  7  of  the  Act  or  the rules and
regulations of the Securities and Exchange Commission thereunder.

                              Sincerely,

                              WYATT, TARRANT & COMBS

                              /s/ Wyatt, Tarrant & Combs

                                       10
EXHIBIT 23(a)

                CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration  statement
on  Form S-8 of our report dated March 7, 1998, except for Note 13,  as  to
which  the  date  is  March  28,  1998,  on  our audits of the consolidated
financial  statements  and  consolidated financial  statement  schedule  of
Churchill Downs Incorporated as of December 31, 1997, 1996 and 1995 and for
the years ended December 31,  1997, 1996 and 1995, which report is included
in the Annual Report on Form 10-K  of  Churchill Downs Incorporated for the
year ended December 31, 1997.

/s/  PricewaterhouseCoopers LLP
     Louisville, Kentucky
     August 19, 1998

                                       11