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): February 10, 2004

(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 February 10, 2004, reporting its fourth quarter and year ended December 31, 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
	February 10, 2004	\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 February 10, 2004

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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 2003 EARNINGS

LOUISVILLE, Ky. (Feb. 10, 2004) - Churchill Downs Incorporated (Nasdaq: CHDN) ("CDI" or the "Company") today reported earnings for the fourth quarter and year ended Dec. 31, 2003, that were consistent with the guidance previously provided by the Company.

        Net revenues for the year totaled $424.2 million, a 3.3-percent decline from $438.8 million in 2002. Net earnings totaled $1.80 per fully diluted share, compared with $1.57 per diluted share in 2002, which included a special asset impairment charge of $0.21 per diluted share. The Company had previously provided guidance for 2003 full-year earnings of approximately $1.80 per diluted share.

        For the fourth quarter of 2003, the Company reported net revenues of $92.7 million, down 15.5 percent from the $109.7 million reported during the same period in 2002. Net loss was $274,000, or ($0.02) per diluted share, versus earnings of $2.0 million or $0.15 per diluted share in the fourth quarter of 2002. Racing calendar changes and the riverboat subsidy reduction at Hoosier Park principally accounted for the disparity year-over-year.

        Thomas H. Meeker, CDI’s president and chief executive officer, said, “I’m pleased with our results for the year, particularly when considering such challenges as the loss of the subsidy in Indiana, the smoking ban in Florida and the workers’ compensation issue in California. We were able to successfully counter these factors through the strength of the Kentucky Derby, the continued growth of the Churchill Downs Simulcast Network (“CDSN”), the benefits of our new credit facility and our continued emphasis on efficiency.

        “In 2004, we will continue to face the challenges noted above as well as renovations at Churchill Downs racetrack which will proceed through Derby and Oaks and both meets,” Meeker continued. “Additionally, in 2004, we will make substantial investments in people and technology that will create a customer-driven organization and an innovative growth platform through our Customer Relationship Management (“CRM”) effort. These strategic investments will reposition the Company for future growth.”

        Meeker concluded, “Based upon the above, as well as the impact of non-recurring factors at Arlington Park and Hoosier Park, we estimate our 2004 earnings at approximately $1.70 per share, and a first quarter loss of $0.92.”

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        A conference call regarding this release is scheduled for Wednesday, Feb. 11, 2004, beginning at 9 a.m. EST. 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 or www.fulldisclosure.com or by calling (913) 981-5508 at least 10 minutes before the appointed time. The online replay will be available at approximately noon 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 709882 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 114 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 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 represent our judgment concerning the future and are subject to 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 environment; the

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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 Indiana racetrack and its facilities 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 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 twelve and three months ended December 31, 2003 and 2002 (Unaudited) (In thousands, except per share data)

			Twelve Months Ended December 31,						Three Months Ended December 31,
			2003			2002			2003			2002
Net revenues			$	424,233		$	438,842		$	92,691		$	109,739
Operating expenses
Purses				152,170			158,716			35,046			41,859
Other direct expenses				193,763			194,821			48,613			47,631
				345,933			353,537			83,659			89,490
Gross profit				78,300			85,305			9,032			20,249
Selling, general and administrative expenses				34,021			35,366			8,683			9,839
Asset impairment loss				-			4,500			-			4,500
Operating income				44,279			45,439			349			5,910
Other income (expense):
Interest income				1,316			332			120			78
Interest expense				(6,221	)		(8,830	)		(1,505	)		(1,884	)
Miscellaneous, net				1,074			(1,451	)		386			(357	)
				(3,831	)		(9,949	)		(999	)		(2,163	)
Earnings (loss) before income taxes				40,448			35,490			(650	)		3,747
Income tax (provision) benefit				(16,310	)		(14,521	)		376			(1,760	)
Net earnings (loss)			$	24,138		$	20,969		$	(274	)	$	1,987
Net earnings (loss) per common share data:
Basic				$1.83			$1.60			$(0.02	)		$0.15
Diluted				$1.80			$1.57			$(0.02	)		$0.15
Weighted average shares outstanding:
Basic				13,189			13,123			13,231			13,146
Diluted				13,392			13,359			13,231			13,410
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 twelve and three months ended December 31, 2003 and 2002 (Unaudited) (In thousands)

			Twelve Months Ended December 31,						Three Months Ended December 31,
			2003			2002			2002			2003
Net revenues from external customers:
Kentucky Operations			$	84,010		$	84,117		$	12,359		$	13,231
Hollywood Park				75,239			81,177			19,179			22,408
Arlington Park				74,259			75,675			6,497			14,208
Calder Race Course				66,280			68,460			23,672			25,136
Hoosier Park				42,801			55,150			11,631			13,974
CDSN				77,423			70,461			18,681			20,088
Total racing operations				420,012			435,040			92,019			109,045
Other investments				2,889			2,692			341			441
Corporate revenues				1,332			1,110			331			253
			$	424,233		$	438,842		$	92,691		$	109,739
Intercompany net revenues:
Kentucky Operations			$	25,531		$	21,131		$	5,014		$	4,271
Hollywood Park				12,795			12,719			3,844			4,327
Arlington Park				8,722			8,426			55			1,217
Calder Race Course				13,281			12,783			5,480			5,498
Hoosier Park				210			212			121			101
Total racing operations				60,539			55,271			14,514			15,414
Other investments				2,171			2,240			703			669
Corporate expenses				984			1,456			219			353
Eliminations				(63,694	)		(58,967	)		(15,436	)		(16,436	)
			$	-		$	-		$	-		$	-
EBITDA:
Kentucky Operations			$	18,093		$	11,425		$	(2,549	)	$	(6,329	)
Hollywood Park				8,268			12,717			755			4,140
Arlington Park				9,078			7,912			(2,355	)		1,360
Calder Race Course				14,232			14,533			6,648			7,396
Hoosier Park				2,280			7,699			408			1,845
CDSN				18,912			16,982			4,489			4,946
Total racing operations				70,863			71,268			7,396			13,358
Other investments				1,457			(396	)		381			(96	)
Corporate expenses				(6,484	)		(7,195	)		(1,874	)		(2,695	)
Eliminations				-			(62	)		-			-
			$	65,836		$	63,615		$	5,903		$	10,567
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 twelve and three months ended December 31, 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:
			Twelve Months Ended December 31,						Three Months Ended December 31,
				2003			2002			2003			2002
Total EBITDA			$	65,836		$	63,615		$	5,903		$	10,567
Depreciation and amortization				(20,483	)		(19,627	)		(5,168	)		(5,014	)
Interest income (expense), net				(4,905	)		(8,498	)		(1,385	)		(1,806	)
Provision for income taxes				(16,310	)		(14,521	)		376			(1,760	)
Net earnings			$	24,138		$	20,969		$	(274	)	$	1,987

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CHURCHILL DOWNS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

			December 31, 2003			December 31, 2002
			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents			$	16,440		$	14,662
Restricted cash				1,613			3,247
Accounts receivable, net				36,693			34,435
Deferred income taxes				2,254			2,159
Other current assets				4,120			5,988
Total current assets				61,120			60,491
Other assets				15,941			10,606
Plant and equipment, net				367,229			338,381
Goodwill, net				52,239			52,239
Other intangible assets, net				7,464			7,495
Total assets			$	503,993		$	469,212
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable			$	34,466		$	31,189
Accrued expenses				38,227			32,509
Dividends payable				6,625			6,578
Deferred revenue				18,050			14,876
Long-term debt, current portion				5,740			508
Total current liabilities				103,108			85,660
Long-term debt, due after one year				121,096			122,840
Other liabilities				11,719			12,603
Deferred income taxes				13,094			13,112
Total liabilities				249,017			234,215
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: 13,250 shares December
31, 2003 and 13,157 shares December 31, 2002				128,583			126,043
Retained earnings				126,754			109,241
Accumulated other comprehensive loss				(361	)		(222	)
Note receivable for common stock				-			(65	)
Total shareholders' equity				254,976			234,997
Total liabilities and shareholders' equity			$	503,993		$	469,212

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