Churchill Downs Incorporated
700 Central Avenue
Louisville, Kentucky 40208
February 24, 2010
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
| Re: | Churchill Downs Incorporated |
| Registration Statement on Form S-4 |
| File No.: 333-164008 |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Churchill Downs Incorporated, a Kentucky corporation (the “Company”), hereby requests that its Registration Statement on Form S-4 (File No. 333-164008) be declared effective at 5:00 p.m., Washington, D.C. time, on February 25, 2010, or as soon thereafter as practicable.
In connection with this request, the Company acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the Commission’s staff (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
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| Very truly yours, | ||
| CHURCHILL DOWNS INCORPORATED | ||
| By: | /s/ Rebecca C. Reed | |
| Name: | Rebecca C. Reed | |
| Title: | Senior Vice President and Secretary | |
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