SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 21, 2003

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

Kentucky (State or other jurisdiction of incorporation or organization)

0-1469 (Commission file number)

61-0156015 (IRS Employer Identification No.)

700 Central Avenue, Louisville, KY 40208
(Address of principal executive offices)
(Zip Code)

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

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

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CHURCHILL DOWNS INCORPORATED

INDEX

Item 12.		Results of Operations and Financial Condition
		The registrant’s earnings press release dated October 21, 2003, reporting its third quarter 2003 results of operation and financial condition, is attached hereto as Exhibit 99.1 and incorporated by reference herein. This information is being furnished under Item 12 of Form 8-K pursuant to the U.S. Securities and Exchange Commission’s filing guidance as set forth in Release No. 33-8216.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
		CHURCHILL DOWNS INCORPORATED
October 21, 2003		\s\Michael E. Miller
		Michael E. Miller
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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INDEX TO EXHIBITS

Exhibit
Number		Description
99.1		Earnings Press Release dated October 21, 2003

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FOR IMMEDIATE RELEASE

Contact: Mike Ogburn (502) 636-4415, office (502)262-0224, cellular mogburn@kyderby.com

CHURCHILL DOWNS INCORPORATED REPORTS THIRD QUARTER RESULTS

LOUISVILLE, Ky. (Oct. 21, 2003) - Churchill Downs Incorporated ("CDI" or the "Company") (Nasdaq: CHDN) today reported results for the third quarter ended Sept. 30, 2003.

        Net revenues for the third quarter totaled $117.5 million, a decrease of 6.4 percent compared with net revenues of $125.6 million for the same period a year ago. Net earnings for the quarter were $7.9 million, the same as 2002. Diluted earnings per share totaled $0.59, also even with the third quarter of 2002. Results for the first nine months of 2003 are outlined in the accompanying tables.

        Thomas H. Meeker, CDI’s president and chief executive officer, noted that the quarter generated earnings slightly above the range previously estimated by the Company due in part to one-time events at Arlington Park which resulted in a significant increase in Arlington’s EBITDA for the quarter. “We benefited from the anticipated settlement of a claim for prior years’ real estate taxes at Arlington, though this was offset somewhat by a reserve established for a purse overpayment position,” said Meeker. “Lower revenues for the quarter reflected 37 fewer race dates as well as the reduction of the Indiana riverboat subsidy at Hoosier Park and some softness in on-track wagering and import simulcast wagering. These factors were diminished somewhat by sound cost management and a strong performance from our Churchill Downs Simulcast Network.”

        Meeker added, “Because of the appreciable forward shift in 2003 race days at Arlington Park, our fourth quarter will feature far fewer race dates overall making comparisons to the same quarter in 2002 dissimilar. In addition, we will be challenged to improve our on-track performance this quarter, especially at Churchill Downs, where the clubhouse facility is closed during renovations until 2005. Still, we expect to generate results in the fourth quarter that will enable us to meet or slightly exceed our full-year estimate of approximately $1.80 per diluted share.

        “Looking ahead to 2004,” Meeker continued, “we face two meaningful hurdles to achieving earnings growth. First, due to a recent ruling of the Indiana Horse Racing Commission, the 2004 riverboat subsidy at Hoosier Park will remain at the same reduced level as 2003. Second, the ongoing renovations at Churchill Downs will impair our ability to achieve comparable attendance and wagering results during the Kentucky Derby and Kentucky Oaks. To mitigate this situation, we will construct temporary venues to help offset the 5,000 seats lost during renovations, at an estimated cost of $1 million.”

        Meeker concluded, “We expect to meet these and other challenges in 2004 by continuing to focus on operational efficiencies, delivering the highest quality racing product and creating a level of customer service that is fundamental to our long-term success.”

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        A conference call regarding this release is scheduled for Wednesday, Oct. 22, 2003, beginning at 9 a.m. (EDT). Investors and other interested parties may listen to the teleconference by accessing the online, real-time webcast and broadcast of the call at www.churchilldownsincorporated.com/investor_relations or www.fulldisclosure.com or by calling (913) 981-5509 at least 10 minutes before the appointed time. The online replay will be available at approximately noon (EDT) and continue for two weeks. A six-day telephonic replay will be available two hours after the call ends by dialing (719) 457-0820 and entering 569582 when prompted for the access code. A copy of the Company’s press release announcing earnings and relevant financial and statistical information about the period will be accessible at www.churchilldownsincorporated.com/investor_relations.

        In addition to the results provided in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company has provided a non-GAAP measurement, which presents a financial measure of Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”). CDI uses EBITDA as a key performance measure of results of operations for purposes of evaluating performance internally. The Company believes the use of this measure enables management and investors to evaluate and compare, from period to period, CDI’s operating performance in a meaningful and consistent manner. This non-GAAP measurement is not intended to replace the presentation of CDI’s financial results in accordance with GAAP.

        Churchill Downs Incorporated, headquartered in Louisville, Ky., owns and operates world-renowned horse racing venues throughout the United States. The Company’s racetracks in California, Florida, Illinois, Indiana and Kentucky host 115 graded-stakes events and many of North America’s most prestigious races, including the Kentucky Derby and Kentucky Oaks, Hollywood Gold Cup and Arlington Million. CDI racetracks have hosted nine Breeders’ Cup World Thoroughbred Championships – more than any other North American racing company. CDI also owns off-track betting facilities and has interests in various television production, telecommunications and racing services companies that support CDI’s network of simulcasting and racing operations. CDI trades on the Nasdaq National Market under the symbol CHDN and can be found on the Internet at www.churchilldownsincorporated.com.

        This news release contains forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The reader is cautioned that such forward-looking statements involve risks and uncertainties that could cause our actual operating results and financial condition to differ materially. 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 our 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

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environment; the impact of increasing insurance costs; the impact of interest rate fluctuations; 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; a substantial change in law or regulations affecting our pari-mutuel activities; a substantial change in allocation of live racing days; litigation surrounding the Rosemont, Illinois, riverboat casino; changes in Illinois law that impact revenues of racing operations in Illinois; a decrease in riverboat admissions subsidy revenue from our Indiana operations; the impact of an additional racetrack near our Indiana 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 adequately integrate acquired businesses; market reaction to our expansion projects; any business disruption associated with our facility renovations; the loss of our totalisator companies or their inability to keep their technology current; our accountability for environmental contamination; the loss of key personnel and the volatility of our stock price.

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CHURCHILL DOWNS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS for the nine and three months ended September 30, 2003 and 2002 (Unaudited) (In thousands, except per share data)
		Nine Months Ended September 30,				Three Months Ended September 30,
		2003		2002		2003		2002
Net revenues		$ 331,810		$ 329,186		$ 117,525		$ 125,587
Operating expenses		262,338		263,994		95,371		101,564
Gross profit		69,472		65,192		22,154		24,023
Selling, general and administrative expenses		25,429		25,580		8,556		8,312
Operating income		44,043		39,612		13,598		15,711
Other income (expense):
Interest income		1,196		254		1,061		80
Interest expense		(4,716	)	(6,946	)	(1,410	)	(1,979	)
Miscellaneous, net		575		(1,177	)	22		(586	)
		(2,945	)	(7,869	)	(327	)	(2,485	)
Earnings before provision for income taxes		41,098		31,743		13,271		13,226
Provision for income taxes		(16,686	)	(12,761	)	(5,388	)	(5,317	)
Net earnings		$   24,412		$   18,982		$     7,883		$     7,909
Net earnings per common share data:
Basic		$1.85		$1.45		$0.60		$0.60
Diluted		$1.82		$1.42		$0.59		$0.59
Weighted average shares outstanding:
Basic		13,175		13,115		13,192		13,126
Diluted		13,377		13,342		13,396		13,351
Certain financial statement amounts have been reclassified in the prior periods to conform to current period presentation.

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CHURCHILL DOWNS INCORPORATED SUPPLEMENTAL INFORMATION BY OPERATING UNIT for the nine and three months ended September 30, 2003 and 2002 (Unaudited) (In thousands)
		Nine Months Ended       September 30,				Three Months Ended     September 30,
		2003		2002		2003		2002
Net revenues from external customers:
Kentucky Operations		$   71,651		$   70,886		$   13,799		$   14,879
Hollywood Park		56,060		58,769		14,295		16,552
Arlington Park		67,917		61,467		33,870		35,050
Calder Race Course		42,721		43,407		22,733		23,734
Hoosier Park		31,170		41,176		10,719		14,547
CDSN		58,742		50,373		20,754		19,631
Total racing operations		328,261		326,078		116,170		124,393
Other investments		2,548		2,251		1,295		1,147
Corporate revenues		1,001		857		60		47
		$ 331,810		$ 329,186		$ 117,525		$ 125,587
Intercompany net revenues:
Kentucky Operations		$   20,517		$   16,860		$     4,288		$     3,516
Hollywood Park		8,951		8,392		2,045		2,122
Arlington Park		8,667		7,209		5,935		5,992
Calder Race Course		7,801		7,285		4,216		4,133
Hoosier Park		89		111		52		77
Total racing operations		46,025		39,857		16,536		15,840
Other investments		1,468		1,571		569		695
Corporate expenses		765		1,103		213		302
Eliminations		(48,258	)	(42,531	)	(17,318	)	(16,837	)
		$             -		$             -		$            -		$            -
EBITDA:
Kentucky Operations		$   20,642		$   17,754		$  (2,628	)	$  (1,946	)
Hollywood Park		7,513		8,577		174		1,771
Arlington Park		11,433		6,552		10,475		9,040
Calder Race Course		7,584		7,137		6,122		6,318
Hoosier Park		1,872		5,854		653		1,976
CDSN		14,423		12,036		5,060		4,531
Total racing operations		63,467		57,910		19,856		21,690
Other investments		1,076		(300	)	610		52
Corporate expenses		(4,610	)	(4,500	)	(1,702	)	(1,665	)
Eliminations		-		(62	)	-		-
		$   59,933		$   53,048		$   18,764		$   20,077
Certain financial statement amounts have been reclassified in the prior periods to conform to current period presentation.

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CHURCHILL DOWNS INCORPORATED SUPPLEMENTAL INFORMATION for the nine and three months ended September 30, 2003 and 2002 (Unaudited) (In thousands)
The following table is a reconciliation of our non-GAAP financial measure of EBITDA to the accompanying financial statements:
		Nine Months Ended      September 30,				Three Months Ended      September 30,
		2003		2002		2003		2002
Total EBITDA		$ 59,933		$ 53,048		$ 18,764		$ 20,077
Depreciation and amortization		(15,315	)	(14,613	)	(5,144	)	(4,952	)
Interest income (expense), net		(3,520	)	(6,692	)	(349	)	(1,899	)
Provision for income taxes		(16,686	)	(12,761	)	(5,388	)	(5,317	)
Net earnings		$ 24,412		$ 18,982		$   7,883		$   7,909

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CHURCHILL DOWNS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
ASSETS		September 30, 2003 (unaudited)		December 31, 2002		September 30, 2002 (unaudited)
Current assets:
Cash and cash equivalents		$   17,524		$   14,662		$   15,575
Restricted cash		2,883		3,247		3,755
Accounts receivable, net		36,134		34,435		25,153
Deferred income taxes		2,584		2,159		1,734
Other current assets		7,397		5,988		6,107
Total current assets		66,522		60,491		52,324
Other assets		14,761		10,606		11,456
Plant and equipment, net		349,341		338,381		341,127
Goodwill, net		52,239		52,239		52,239
Other intangible assets, net		7,222		7,495		7,587
		$ 490,085		$ 469,212		$ 464,733
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable		$   34,131		$   31,189		$   34,595
Accrued expenses		31,710		31,782		34,535
Dividends payable		-		6,578		-
Income taxes payable		12,650		727		465
Deferred revenue		9,738		14,876		3,149
Long-term debt, current portion		515		508		471
Total current liabilities		88,744		85,660		73,215
Long-term debt, due after one year		114,438		122,840		123,922
Other liabilities		13,803		12,603		13,748
Deferred income taxes		13,099		13,112		15,115
Total liabilities		230,084		234,215		226,000
Commitments and contingencies		-		-		-
Shareholders' equity:
Preferred stock, no par value; 250 shares authorized; no shares issued		-		-		-
Common stock, no par value; 50,000 shares authorized; issued: 13,199 shares           September 30, 2003, 13,157 shares December 31, 2002, and 13,135 shares           September 30, 2002		127,193		126,043		125,574
Retained earnings		133,653		109,241		113,832
Accumulated other comprehensive loss		(845	)	(222	)	(608	)
Note receivable for common stock		-		(65	)	(65	)
		260,001		234,997		238,733
		$ 490,085		$ 469,212		$ 464,733
Certain financial statement amounts have been reclassified in the prior periods to conform to current period presentation.

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