As filed with the Securities and Exchange Commission
                                on July 19, 1995
                      Registration No. 33-_______________

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

                       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 1995 EMPLOYEE STOCK PURCHASE 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.
<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE

<S>                     <C>                   <C>                  <C>                   <C>    
- -----------------------------------------------------------------------------------------------------
Title of                Amount                Proposed maximum     Proposed maximum      Amount of
securities              to be                 offering price       aggregate offering    registration
to be registered        registered            per share (1)        price (1)             fee
- -----------------------------------------------------------------------------------------------------
Common Stock,           50,000 (2)
no par value            shares                $41.50               $2,075,000            $716
- -----------------------------------------------------------------------------------------------------
<FN>
1 Estimated solely for the purpose of computing the registration fee pursuant to Rule 457.

2 The Registrant also registers hereby such  indeterminate  number of additional
shares as may be required to cover antidilutive  adjustments under the Churchill
Downs Incorporated 1995 Employee Stock Purchase Plan.
</FN>                                                                             
</TABLE>

                                                 21 sequentially numbered pages.
                                                 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:

        1.     The Registrant's Annual Report on Form 10-K for the year ended 
December 31, 1994;

        B.     The Registrant's Report on Form 10-K/A filed on April 27, 1995;

        C.     The Registrant's Report on Form 10-K/A-1 filed on May 24, 1995;

        D.     The Registrant's Quarterly Report on Form 10-Q for the quarter 
ended March 31, 1995;

        E.     The Registrant's Report on Form 10-Q/A filed on May 31, 1995.

        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.

        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.


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.
<PAGE>

        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] 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.
<PAGE>

        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
                Act;

               [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 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.

<PAGE>
        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 of 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.


<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 July 19,
1995.


                                            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 18th day of July, 1995 in the capacities indicated:


SIGNATURE                                   TITLE


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





<PAGE>


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


                             Director
Charles W. Bidwill, Jr.


                             Director
Catesby W. Clay


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


                             Director
Daniel M. Galbreath


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


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


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


                             Director
G. Watts Humphrey, Jr.


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


                             Director
Arthur B. Modell


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


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




<PAGE>






                                      INDEX TO EXHIBITS


EXHIBIT NUMBER                     DESCRIPTION OF EXHIBIT               PAGE

4(a)                         Churchill Downs Incorporated 1995
                             Employee Stock Purchase Plan.                9

4(b)                         Restated Articles of
                             Incorporation of the Registrant
                             incorporated by reference to the
                             Registrant's report on Form 8-K
                             filed with the Securities and
                             Exchange Commission on July 11,
                             1991 (Comm. File No. 0-1469).

4(c)                         Restated Bylaws of
                             the Registrant as amended are
                             incorporated by reference to
                             Exhibit 3(b) of the Registrant's
                             report on Form 10-K for the year
                             ended December 31, 1994 (Comm. File
                             No. 0-1469).

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

5                            Opinion of Wyatt, Tarrant & Combs as
                             to the legality of the Common Stock.       19

23(a)                        Consent of Coopers & Lybrand, L.L.P.       21

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

24                           Power of Attorney (included on signature
                             page of this Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17825}]
{"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": "033-61111", "film-number": "95554745"}, "business-address": {"street1": "700 CENTRAL AVE", "city": "LOUISVILLE", "state": "KY", "zip": "40208", "phone": "5026364400"}, "mail-address": {"street2": "700 CENTRAL AVENUE", "city": "LOUIVILLE", "state": "KY", "zip": "40208"}}
As filed with the Securities and Exchange Commission
                                on July 19, 1995
                      Registration No. 33-_______________

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

                       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 1995 EMPLOYEE STOCK PURCHASE 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 (1)        price (1)             fee
- -----------------------------------------------------------------------------------------------------
Common Stock,           50,000 (2)
no par value            shares                $41.50               $2,075,000            $716
- -----------------------------------------------------------------------------------------------------
1 Estimated solely for the purpose of computing the registration fee pursuant to Rule 457.

2 The Registrant also registers hereby such  indeterminate  number of additional
shares as may be required to cover antidilutive  adjustments under the Churchill
Downs Incorporated 1995 Employee Stock Purchase Plan.
21 sequentially numbered pages.
                                                 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:

        1.     The Registrant's Annual Report on Form 10-K for the year ended 
December 31, 1994;

        B.     The Registrant's Report on Form 10-K/A filed on April 27, 1995;

        C.     The Registrant's Report on Form 10-K/A-1 filed on May 24, 1995;

        D.     The Registrant's Quarterly Report on Form 10-Q for the quarter 
ended March 31, 1995;

        E.     The Registrant's Report on Form 10-Q/A filed on May 31, 1995.

        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.

        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.

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] 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
                Act;

               [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 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 of 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.
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 July 19,
1995.

                                            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 18th day of July, 1995 in the capacities indicated:

SIGNATURE                                   TITLE

/S/ THOMAS H. MEEKER                        President, Chief Executive
- --------------------                        Officer and Director (Principal 
Thomas H. Meeker                            Executive Officer)
/S/ VICKI L. BAUMGARDNER                     Vice President of Finance
- ------------------------                     and Treasurer (Principal Financial
Vicki L. Baumgardner                         and Accounting Officer)

                             Director
Charles W. Bidwill, Jr.

                             Director
Catesby W. Clay

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

                             Director
Daniel M. Galbreath

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

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

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

                             Director
G. Watts Humphrey, Jr.

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

                             Director
Arthur B. Modell

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

/S/ DARRELL S. WELLS         Director
- ----------------------
Darrell R. Wells
INDEX TO EXHIBITS

EXHIBIT NUMBER                     DESCRIPTION OF EXHIBIT               PAGE

4(a)                         Churchill Downs Incorporated 1995
                             Employee Stock Purchase Plan.                9

4(b)                         Restated Articles of
                             Incorporation of the Registrant
                             incorporated by reference to the
                             Registrant's report on Form 8-K
                             filed with the Securities and
                             Exchange Commission on July 11,
                             1991 (Comm. File No. 0-1469).

4(c)                         Restated Bylaws of
                             the Registrant as amended are
                             incorporated by reference to
                             Exhibit 3(b) of the Registrant's
                             report on Form 10-K for the year
                             ended December 31, 1994 (Comm. File
                             No. 0-1469).

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

5                            Opinion of Wyatt, Tarrant & Combs as
                             to the legality of the Common Stock.       19

23(a)                        Consent of Coopers & Lybrand, L.L.P.       21

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

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