The largest Kentucky Derby crowd of the 21st century gathered under the historic Twin Spires to watch undefeated Derby favorite Big Brown power through the stretch and dominate a full field of 20 horses in the Grade I Kentucky Derby Presented by Yum! Brands.

The attendance mark of 157,770 was the second largest in Kentucky Derby history and trails only the crowd of 163,628 that witnessed Cannonade win the centennial Derby in 1974. It is the seventh time in 10 years that Kentucky Derby Day attendance has topped 150,000.

Total wagering from all sources on the Kentucky Derby race, which includes on-track and off-track wagers was $114,557,364, down 3.2 percent from the 2007 all-sources total of $118,317,714. On-track wagering for America’s greatest race totaled $12,118,527, an increase of 0.3 percent compared to the $12,076,490 wagered on the Kentucky Derby race in 2007. Off-track wagering on the Kentucky Derby race was 102,438,837, a decrease of 3.6 percent compared to the $106,241,224 wagered by fans through simulcast-wagering centers and advanced-deposit wagering (“ADW”) services around the country one year ago.

Total wagering from all sources on the 12-race Kentucky Derby Day card at Churchill Downs was $164,668,176, a decline of 2.0 percent from the $168,018,982 wagered on the 12-race Kentucky Derby 134 racing program. On-track wagering on the Kentucky Derby Day card was $24,275,864, an increase of 0.9 percent from the $24,065,098 wagered by on-track fans one year ago. Off-track wagering on the Kentucky Derby Day program was $140,392,312, a dip of 2.5 percent from the $143,953,884 wagered by fans around the country in 2007.

Churchill Downs President Steve Sexton said off-track wagering totals were affected by the fact that tens of thousands of ADW customers could only bet on the Kentucky Derby race and the Woodford Reserve Turf Classic because Kentucky horsemen would not permit ADW wagering via TwinSpires.com and Xpressbet.com on the full Kentucky Derby Day card. Additionally, fewer Florida pari-mutuel facilities could wager on the entire Derby Day card due to an ongoing dispute with Florida horsemen. “The strength of this year’s Kentucky Derby Day racing program was evident in our on-track results with increases in both on-track wagering and attendance,” Sexton noted. “It is unfortunate that horsemen in Kentucky and Florida prevented so many fans from enjoying a full day of wagering on Churchill Downs’ races. Had more ADW and Florida customers been given an opportunity to participate, we could have seen a record day.

“Despite these challenges, the Churchill Downs team put on an exceptional day that included the successful launch of several new Derby innovations, including an outstanding Red Carpet program, our chief party officer promotion that was a hit with the fans and the media, and our new Derby Super Hi-5 wager that generated a $331,928 carryover pool. Race fans also generated a Pick 6 carryover pool of $410,598, so while Kentucky Derby weekend may be over for another year, fans returning to Churchill Downs for our next day of racing – Wednesday, May 7 – have another chance to enjoy a big dose of ‘winnertainment’.”

Kentucky Derby Day attendance increased at Churchill Downs’ Trackside Louisville off-track betting facility, where 9,547 race fans wagered on the Kentucky Derby Day card, an increase of 2.2 percent compared to the 9,339 patrons who spent Kentucky Derby 133 at Trackside Louisville.

Wagering on the Kentucky Derby race at Trackside totaled 1,249,941, a slight decline of 0.2 percent from the 2007 total of $1,252,230. A total of $1,905,396 was wagered on the Kentucky Derby Day racing program at Trackside Louisville, an increase of 1.6 percent from the 2007 total of $1,876,257.

Trackside Louisville attendance and wagering figures are not included in on-track attendance and wagering figures for Churchill Downs racetrack.

Churchill Downs returned $134,418,750 to bettors on the Kentucky Derby Day race card, which amounts to 82 percent of total wagering. In 2007, bettors took home a total of $137,752,898, or 82 percent of total wagering. The Commonwealth of Kentucky benefited from $906,817 in revenues generated through the state’s excise tax on pari-mutuel wagering. In 2007, the Kentucky Derby Day race card contributed $898,566 to the state through the pari-mutuel excise tax. The approximate contribution to purses from wagering on the 2008 Kentucky Derby Day race card was $6,883,130, compared to $7,030,661 one year ago.

KENTUCKY DERBY 134 ATTENDANCE AND WAGERING

                                                                2008                     2007                     Change

Attendance                                                 157,770                156,635                +0.7%

On-Track Wagering (Derby Race)                $12,118,527          $12,076,490         +0.3%

On-Track Wagering (Derby Day)                 $24,275,864           $24,065,098         +0.9%

Off-Track Wagering (Derby Race)               $102,438,837         $106,241,224        -3.6%

Off-Track Wagering (Derby Day)                $140,392,312         $143,953,884        -2.5%

Total (All Sources – Derby Race)                 $114,557,364         $118,317,714        -3.2%

Total (All Sources – Derby Day)                  $164,668,176         $168,018,982        -2.0%

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 Kentucky Derby 135 on May 2, 2009. 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.