Near constant rain couldn’t dampen the spirits of fans at Churchill Downs as Proud Spell, the 3-1 favorite, worked her magic in Kentucky Oaks 134, dominating a field of 10 fillies as a crowd of 100,046 looked on, the ninth largest on-track gathering in Kentucky Oaks history. The dreary weather, which forced fans from their seats during repeated downpours, did take its toll on wagering.

Total wagering from all sources on the Kentucky Oaks race, America’s premier race for 3-year-old fillies, was $9,138,950 a 9.6-percent decrease over the $10,112,064 wagered on the Kentucky Oaks race by patrons in 2007. On-track wagering on the Kentucky Oaks race totaled $2,540,831 a 14.4-percent decrease over the $2,968,635 wagered one year ago. Off-track wagering on the Oaks race was $6,032,223, a 6.4-percent decrease over the 2007 off-track total of $7,143,429.

All sources wagering on the 11-race Kentucky Oaks race card was $31,231,991, a 7.0-percent decrease from the 2007 total of $33,570,510. On-track wagering on the entire Kentucky Oaks card was $11,217,756, a decrease of 8.3 percent from the $12,234,128 wagered by patrons at Churchill Downs during the previous year. Off-track wagering on the Kentucky Oaks card was $18,142,336, a 4.9-percent decrease over the 2007 figure of $19,086,056.

“Kentucky Oaks 134 started out spectacularly, with an early arriving crowd and strong wagering right up until the time it started pouring,” said Churchill Downs President Steve Sexton. “The constant rain drove our guests under cover, and wagering began to decline after a seven-horse race scratched down to just five entries. Lower off-track wagering also contributed to today’s declines, as race fans in major South Florida markets were unable to wager on Churchill Downs’ races, including the Kentucky Oaks, due to an ongoing dispute with Florida horsemen. Additionally, Kentucky horsemen did not permit any wagering on the Oaks undercard via two national advanced-deposit wagering companies, TwinSpires.com and Xpressbet.com, and that also contributed to lower off-track handle.

Churchill Downs returned $25,460,421 to bettors, which amounts to 82 percent of total wagering. In 2007, bettors pocketed a total of $27,214,401, or 81 percent of total wagering. The Commonwealth of Kentucky benefited from $412,312 in revenues generated through the state’s excise tax on pari-mutuel wagering. In 2007, the Kentucky Oaks Day race card contributed to $450,657 to state coffers through the pari-mutuel excise tax. The approximate contribution to purses from wagering on the 2008 Kentucky Oaks Day race card was $1.5 million, compared to $1.6 million one year ago.

The heavy rains that began at midday caused many fans to leave the track early. However, 100,046 did brave the wet weather, only a 0.03 percent decrease from the 2007 Kentucky Oaks Day crowd of 100,075, which also endured periodic showers early in the day.

Churchill Downs’ on-track attendance and wagering figures do not include totals from Churchill Downs’ Trackside Louisville off-track betting facility. A total of 5,967 patrons, a 12.6-percent decrease from the 2007 Trackside attendance figure of 6,852, wagered $169,936 on the Kentucky Oaks race, a decrease of 19.1 percent as compared to the $209,966 wagered on the Kentucky Oaks race by Trackside patrons one year ago. Wagering by Trackside Louisville patrons on the entire Kentucky Oaks Day race card was $656,357, a decrease of 12.3 percent from the previous year’s total of $748,740.

Churchill Downs, the world’s most legendary racetrack, has conducted Thoroughbred racing and presented America’s greatest race, the Kentucky Derby, continuously since 1875. Located in Louisville, the flagship racetrack of Churchill Downs Incorporated (NASDAQ Global Select Market: CHDN) also operates Trackside at Churchill Downs, which offers year-round simulcast wagering at the historic track. Churchill Downs will conduct the 134th running of the Kentucky Derby on May 3, 2008. The track’s 2008 Spring Meet runs from April 26 through July 6. Churchill Downs has hosted the Breeders’ Cup World Championships a record six times. Information about Churchill Downs can be found on the Internet at www.churchilldowns.com.

Information set forth in this news release contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 (the “Act”) provides certain “safe harbor” provisions for forward-looking statements. All forward-looking statements made in this news release are made pursuant to the Act. The reader is cautioned that such forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “should,” “will,” and similar words, although some forward-looking statements are expressed differently. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include: the effect of global economic conditions; the effect (including possible increases in the cost of doing business) resulting from future war and terrorist activities or political uncertainties; the economic environment; the impact of increasing insurance costs; the impact of interest rate fluctuations; the effect of any change in our accounting policies or practices; the financial performance of our racing operations; the impact of gaming competition (including lotteries and riverboat, cruise ship and land-based casinos) and other sports and entertainment options in those markets in which we operate; the impact of live racing day competition with other Florida and Louisiana racetracks within those respective markets; costs associated with our efforts in support of alternative gaming initiatives; costs associated with customer relationship management initiatives; a substantial change in law or regulations affecting pari-mutuel and gaming activities; a substantial change in allocation of live racing days; changes in Illinois law that impact revenues of racing operations in Illinois; the presence of wagering facilities of Indiana racetracks near our operations; our continued ability to effectively compete for the country’s top horses and trainers necessary to field high-quality horse racing; our continued ability to grow our share of the interstate simulcast market; our ability to execute our acquisition strategy and to complete or successfully operate planned expansion projects; our ability to successfully complete any divestiture transaction; our ability to execute on our temporary and permanent slot facilities in Louisiana; market reaction to our expansion projects; the loss of our totalisator companies or their inability to provide us assurance of the reliability of their internal control processes through Statement on Auditing Standards No. 70 audits or to keep their technology current; the need for various alternative gaming approvals in Louisiana; our accountability for environmental contamination; the loss of key personnel; the impact of natural disasters, including Hurricanes Katrina, Rita and Wilma on our operations and our ability to adjust the casualty losses through our property and business interruption insurance coverage; any business disruption associated with a natural disaster and/or its aftermath; our ability to integrate businesses we acquire, including our ability to maintain revenues at historic levels and achieve anticipated cost savings; the impact of wagering laws, including changes in laws or enforcement of those laws by regulatory agencies; the effect of claims of third parties to intellectual property rights; and the volatility of our stock price.