10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


(X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:  March 31, 1995

                                       OR

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

for the transition period from _________________________to______________________
Commission file number                                0-1469
                          CHURCHILL DOWNS INCORPORATED
             (Exact name of registrant as specified in its charter)

         Kentucky                                                    61-0156015
(State or other jurisdiction of                                  (I.R.S Employer
incorporation or organization)                               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)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                         Yes   X     No______

The number of shares  outstanding of  registrant's  common stock at May 10, 1995
was 3,783,318 shares.




                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934 the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned hereunto duly authorized.



         July 13, 1995                       /s/Thomas H. Meeker     
                                             -----------------------------------
                                             Thomas H. Meeker
                                             President



         July 13, 1995                       /s/Vicki L. Baumgardner
                                             -----------------------------------
                                             Vicki L. Baumgardner, Treasurer
                                             (Principal Financial and
                                             Accounting Officer)




 


5 3-MOS DEC-31-1995 MAR-31-1995 4,347,999 0 1,014,082 0 0 7,500,972 92,466,674 30,984,865 73,985,172 27,505,004 0 3,504,388 0 0 43,869,911 73,985,172 8,612,607 8,612,607 7,391,158 11,475,481 99,191 35,000 154,594 (2,918,277) (1,146,000) 0 0 0 0 (1,772,277) (0.47) (0.47)