SEC Filing | Churchill Downs, Inc.

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As filed with the Securities and Exchange Commission
on July 19, 1995
Registration No. 33-_______________

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------

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

Kentucky 61-0156015
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

700 Central Avenue
Louisville, Kentucky 40208

(Address of Principal Executive Offices)

CHURCHILL DOWNS INCORPORATED 1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

Copy to:
Thomas H. Meeker, President Robert A. Heath, Esq.
Churchill Downs Incorporated Wyatt, Tarrant & Combs
700 Central Avenue 2800 Citizens Plaza
Louisville, Kentucky 40208 Louisville, Kentucky 40202

(Name and address of agent for service)

(502) 636-4400
(Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate offering registration
to be registered registered per share (1) price (1) fee
- -----------------------------------------------------------------------------------------------------
Common Stock, 50,000 (2)
no par value shares $41.50 $2,075,000 $716
- -----------------------------------------------------------------------------------------------------

1 Estimated solely for the purpose of computing the registration fee pursuant to Rule 457.

2 The Registrant also registers hereby such indeterminate number of additional
shares as may be required to cover antidilutive adjustments under the Churchill
Downs Incorporated 1995 Employee Stock Purchase Plan.

21 sequentially numbered pages.
Exhibit index on page 8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates the following documents in this
Registration Statement:

1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994;

B. The Registrant's Report on Form 10-K/A filed on April 27, 1995;

C. The Registrant's Report on Form 10-K/A-1 filed on May 24, 1995;

D. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995;

E. The Registrant's Report on Form 10-Q/A filed on May 31, 1995.

F. The description of the Common Stock, no par value, of the
Registrant contained in a registration statement on Form 10 filed under Section
12 of the Securities Exchange Act of 1934, and any amendment or report filed for
the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article XI of the Registrant's Restated Articles of Incorporation limits
the liability of directors of the Registrant pursuant to the Kentucky Business
Corporation Act. Under this Article, directors generally will be personally
liable to the Registrant or its shareholders for monetary damages only for
transactions involving conflicts of interest or from which a director derives an
improper personal benefit, intentional misconduct or violations of law, and
unlawful distributions.

The Restated Bylaws of the Registrant require the Registrant to
indemnify, and permit the advancement of expenses to, each director, officer,
employee or agent of the Registrant, and his executors, administrators or heirs,
who was or is made, or is threatened to be made a defendant or respondent to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding"), by reason of the fact
that he is or was a director, officer, employee or agent of the Registrant for
the costs of such Proceeding to the fullest extent expressly permitted or
required by the statutes of the Commonwealth of Kentucky and all other
applicable law.

The Restated Bylaws of the Registrant further provide for
indemnification and advancement of expenses to the aforementioned persons by
action of the Board of Directors in such amounts, on such terms and conditions,
and based upon such standards of conduct as the Board of Directors may deem to
be in the best interests of the Registrant.

The circumstances under which Kentucky law requires or permits a
corporation to indemnify its directors, officers, employees and/or agents are
set forth at KRS 271B.8-500, et seq.

Generally, under KRS 271B.8-500 et seq., a corporation may indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding if:

[1] He conducted himself in good faith; and

[2] He reasonably believed [a] in the case of conduct in his official
capacity with the corporation that his conduct was in its best interests; and
[b] in all other cases, that his conduct was at least not opposed to its
best interests; and [3] in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.

A corporation may not indemnify a director:

[1] in connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation; or [2] in
connection with any other proceeding charging improper personal benefit to him,
whether or not involving action in his official capacity, in which he was
adjudged liable on the basis that personal benefit was improperly received by
him.

Indemnification permitted in connection with a proceeding by or in the
right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

In addition, the Registrant maintains directors' and officers' liability
insurance covering certain liabilities which may be incurred by the directors
and officers of the Registrant in connection with the performance of their
duties.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

The exhibits listed on the Exhibit Index appearing on page 8 of this
Registration Statement are hereby incorporated by reference.

ITEM 9. UNDERTAKINGS.

1. The undersigned Registrant hereby undertakes:

A. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

[1] To include any prospectus required by Section 10(a)(3) of the
Act;

[2] To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;

[3] To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

PROVIDED, HOWEVER, that paragraphs 1.A[1] and 1.A[2] do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

B. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on July 19,
1995.

CHURCHILL DOWNS INCORPORATED

By /S/ THOMAS H. MEEKER
--------------------------
Thomas H. Meeker, President and
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas H. Meeker and Alexander M. Waldrop, and
each of them, with the power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons on the 18th day of July, 1995 in the capacities indicated:

SIGNATURE TITLE

/S/ THOMAS H. MEEKER President, Chief Executive
- -------------------- Officer and Director (Principal
Thomas H. Meeker Executive Officer)

/S/ VICKI L. BAUMGARDNER Vice President of Finance
- ------------------------ and Treasurer (Principal Financial
Vicki L. Baumgardner and Accounting Officer)

Director
Charles W. Bidwill, Jr.

Director
Catesby W. Clay

/S/ WILLIAM S. FARISH Director
- ----------------------
William S. Farish

Director
Daniel M. Galbreath

/S/ J. DAVID GRISSOM Director
- ----------------------
J. David Grissom

/S/ SETH W. HANCOCK Director
- ----------------------
Seth W. Hancock

/S/ FRANK B. HOWER, JR. Director
- ----------------------
Frank B. Hower, Jr.

Director
G. Watts Humphrey, Jr.

/S/ W. BRUCE LUNSFORD Director
- ----------------------
W. Bruce Lunsford

Director
Arthur B. Modell

/S/ CARL F. POLLARD Director
- ----------------------
Carl F. Pollard

/S/ DARRELL S. WELLS Director
- ----------------------
Darrell R. Wells

INDEX TO EXHIBITS

EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE

4(a) Churchill Downs Incorporated 1995
Employee Stock Purchase Plan. 9

4(b) Restated Articles of
Incorporation of the Registrant
incorporated by reference to the
Registrant's report on Form 8-K
filed with the Securities and
Exchange Commission on July 11,
1991 (Comm. File No. 0-1469).

4(c) Restated Bylaws of
the Registrant as amended are
incorporated by reference to
Exhibit 3(b) of the Registrant's
report on Form 10-K for the year
ended December 31, 1994 (Comm. File
No. 0-1469).

4(d) Specimen Stock Certificate is
incorporated by reference to
Exhibit 4(d) to the Registrant's
Registration Statement on Form S-8,
File No. 33-85012.

5 Opinion of Wyatt, Tarrant & Combs as
to the legality of the Common Stock. 19

23(a) Consent of Coopers & Lybrand, L.L.P. 21

23(b) Consent of Wyatt, Tarrant & Combs
(included in Exhibit 5).

24 Power of Attorney (included on signature
page of this Registration Statement).


                          CHURCHILL DOWNS INCORPORATED
                       1995 EMPLOYEE STOCK PURCHASE PLAN


        1.  PURPOSE.  The purpose of the Plan is to provide  eligible  employees
of the Company, and of any Parent or Subsidiary corporation  which the Company's
Board of Directors has  designated as a  Participating  Employer in the Plan, an
opportunity  to  acquire a  proprietary  interest  in the  Company  through  the
purchase  of the  Company's  common  stock on a  payroll  or other  compensation
deduction  basis.  It is believed  that  participation  in the  ownership of the
Company will be to the mutual benefit of the eligible employees and the Company.
The Company intends for the Plan to qualify as an "employee stock purchase plan"
under  Code  Section  423,  and the  Plan  shall be so  construed.  Any term not
expressly  defined  in the Plan but  defined  in the Code for  purposes  of Code
Section 423 shall have the same definition herein.

        2.  DEFINITIONS.

               A.  ACCOUNT.  The term "Account" means the funds accumulated 
with  respect to an  individual  Participant as a result of deductions from  the
Participant's pay for the purpose of purchasing Stock under the Plan.  The funds
allocated to a Participant's Account shall remain  the Participant's property at
all times.

               B.  BASE PAY.  The term "Base Pay" means regular straight time
earnings, excluding payments for overtime, bonuses, incentive compensation and 
other special payments.

               C.  BOARD.  The term "Board" means the Company's Board of 
Directors.

               D.  CODE.  The term "Code" means the Internal Revenue Code of
1986, as amended.

               E.  COMMITTEE.  The term "Committee" means the committee 
appointed by the Board to administer the Plan in accordance with Section 3.

               F.  COMPANY.  The term "Company" means Churchill Downs 
Incorporated, a Kentucky corporation, 700 Central Avenue, Louisville, Kentucky
40208.

               G.  ELIGIBLE EMPLOYEE.  The term "Eligible Employee" means any
person,  including any officer or director,  who  satisfies the following  three
requirements: [i] who has been employed by a Participating Employer for at least
one (1) year; [ii] whose  customary  weekly  employment  with the  Participating
Employer is at least twenty-one (21) hours;  and [iii] whose customary  calendar
year employment exceeds five (5) months.


               H.  EXCHANGE ACT.  The  term  "Exchange  Act"  means  the 
Securities Exchange Act of 1934.

               I.  FAIR MARKET VALUE.  The term "Fair Market Value" means the
value of Stock under the Plan, determined in accordance with Section 8.

               J.  PARENT.  The term "Parent"  means, as defined in Code 
Section 424(e), any corporation, other than the Company, in an unbroken chain of
corporations  ending  with the  Company,  if at the time of the  granting  of an
option under the Plan, each of the corporations other than the Company own stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in such chain.

               K.  PARTICIPANT.  The term "Participant" means an Eligible 
Employee who elects to participate in the Plan.

               L.  PARTICIPATING EMPLOYER.  The term "Participating Employer" 
means the Company and any Parent or Subsidiary which the Board has authorized to
participate in the Plan as to its Eligible Employees.

               M.  PLAN.  The term "Plan" means the Churchill Downs 
Incorporated 1995 Employee Stock Purchase Plan, as set forth herein and as 
amended from time to time.

               N.  PLAN YEAR.  The term "Plan Year" means the twelve (12) 
consecutive month period beginning each August 1.

               O.  STOCK.  The term "Stock" means the Company's no par value
common stock.

               P.  SUBSIDIARY.  The term "Subsidiary"  means, as defined in Code
Section 424(f), any corporation (other than the Company) in an unbroken chain of
corporations  beginning  with the Company if, at the time of the  granting of an
option under the Plan, each of the corporations  other than the last corporation
in the unbroken  chain owns stock  possessing  50% or more of the total combined
voting  power of all classes of stock of one of the other  corporations  in such
chain.

        3.  ADMINISTRATION.  The Plan shall be administered by the  Compensation
Committee of the Company's Board of Directors  consisting of not less than three
(3) members  appointed  by the Board and serving at the Board's  pleasure.  Each
member of the  Committee  shall be both a member of the Board who has not at any
time within one (1) year before becoming a member of the Committee been eligible
to receive stock or options under any plan of the Company or its  affiliates and
who is a  "disinterested  person"  within the  meaning  of Rule 16b-3  under the
Exchange Act, or any successor rule or regulation.  Any vacancy occurring in the
membership of the Committee  shall be filled by  appointment  by the Board.  The
Committee  shall have full  power and  authority  to  construe,  interpret,  and
administer  the Plan and may from time to time adopt such rules and  regulations
for carrying out the Plan as it may deem proper and in the best interests of the
Company.


        4.  EFFECTIVE DATE AND DURATION OF THE PLAN.  The  effective  date  of
the Plan is August 1, 1995, subject to ratification of the Plan by the holders 
of a majority of all the shares of Stock which are voted in person or by  proxy
at a duly held stockholders' meeting.  The Plan shall terminate upon the earlier
of: [i] issuance of all shares  authorized to be issued under the Plan; or [ii]
July 31, 2000.

        5.  ELIGIBILITY AND  PARTICIPATION.   All  Eligible   Employees  of  a
Participating  Employer may participate in the Plan,  subject to the limitations
set forth in Section 7. Participation is voluntary. To become a Participant,  an
Eligible  Employee must complete an authorization  form for a payroll  deduction
available  from the  Committee  and deliver it to the Committee on or before the
last business day of July of each year. Payroll deductions shall commence on the
Participant's  first pay day  of   August  following  delivery  of the completed
payroll deduction  authorization form to the Committee,  and shall continue each
Plan Year until altered or terminated as provided in Sections 6, 9 and 10.

        6.  PAYROLL DEDUCTIONS.

               A.  PERCENTAGE OF COMPENSATION.  Each Eligible Employee electing
to participate  in the  Plan  shall  indicate  on the payroll deduction form the
percentage of the Eligible  Employee's Base Pay to be withheld.  Such percentage
shall not be  greater  than five  percent  (5%) nor less than  one-half  percent
(.5%).

               B.  ACCOUNTS.  Payroll  deductions  from a  Participant  shall be
credited to the Participant's  Account.  Amounts shall remain in a Participant's
Account until used to purchase  shares  pursuant to Section 9 hereof or paid out
pursuant to Sections 9 or 10. A Participant  may not make separate cash payments
into the Account. No interest or earnings on the Account will be credited to any
Participant. Compensation deductions received or held by the Committee under the
Plan shall be used only for the purposes specified in the Plan.

               C.  CHANGES TO PAYROLL DEDUCTION AUTHORIZATION.  Participants may
change their payroll  deduction  authorization  as of the beginning of each Plan
Year and may also make one (1) mid-Plan Year change to the percentage of payroll
deductions authorized by delivery of a new payroll deduction  authorization form
to the Committee.  The change shall become effective as soon as administratively
practicable  and shall  continue each Plan Year until again altered  pursuant to
this section or terminated pursuant to Sections 6, 9 or 10.


        7.     GRANT OF OPTIONS.

               A.  NUMBER OF SHARES OPTIONED.  On the first business day in each
Plan Year,  each individual who is a Participant on such day shall be granted an
option to purchase as many full shares of Stock as the  Participant can purchase
with the compensation  deductions  credited to the Participant's  Account during
the Plan Year up to a maximum of two hundred fifty (250) shares.

               B. LIMITATION ON AMOUNT OF GRANT.  Notwithstanding the foregoing,
no  Participant  shall be granted an option to the extent that the option  would
permit  the  Participant's  rights  to  purchase  stock  under  the Plan and all
employee stock purchase plans of the Company and its Parent and Subsidiaries (if
any) to accrue at a rate which exceeds  $25,000 of the fair market value of such
stock  (determined  at the time the option is granted) for each calendar year in
which the option is  outstanding  at any time.  This section shall be applied by
use of all rules and  definitions  of terms which are applicable for purposes of
Code Section  423(b)(8),  it being the intent that this section  shall cause the
Plan to comply with the requirements of such section of the Code.

               C.  5%   SHAREHOLDERS.   Anything   herein   to   the   contrary
notwithstanding,  no Participant  shall be granted an option if the  Participant
would own,  immediately  after the grant of the option,  stock  possessing  five
percent (5%) or more of the total combined  voting power or value of all classes
of stock of the  Company  or of any  Parent  or  Subsidiary.  The  rules of Code
Section  424(d) shall apply in determining  stock  ownership and stock which the
Participant  may purchase  under  outstanding  options shall be treated as stock
owned by the Participant.

               D.  OPTION  PRICE.  The option price per share shall be 85% of 
the lower of the Fair Market Value per share of the  Stock on the  first or last
business  day in the Plan Year  (rounded up to the next whole  dime).  "Business
day"  means the day on which any  national  securities  exchange  is open if the
Stock is then  listed  on such  exchange,  or, if not  listed,  the day when the
over-the-counter market is open.

        8.  FAIR MARKET VALUE OF STOCK.  The Fair Market Value per share of 
Stock as of any day shall be computed as follows:

               A.  If the Stock is traded on the  over-the-counter  market,  the
closing high bid  quotation  for the Stock in the  over-the-counter  market,  as
reported by the National  Association of Securities Dealers Automated  Quotation
System, on the business day immediately preceding the date of grant.

               B.  If the Stock is listed on a national securities exchange, the
average of the  closing  prices of the Stock on the  Composite  Tape for the ten
(10) consecutive trading days immediately preceding such given date.


               C.  If the Stock is neither traded on the over-the-counter market
nor listed on a national securities exchange,  such value as the Plan Committee,
in good faith, shall determine.

        9.  EXERCISE OF OPTIONS.

               A.  DATE OF EXERCISE. Unless a Participant gives written notice 
to the Committee as provided in Section 9.B, the Participant's  option  for  the
Plan Year is deemed exercised  automatically at the close of the last business 
day of the Plan Year for as many full shares of Stock as can be purchased with 
funds in the Participant's Account on that date.

               B.  PARTICIPANT NOTICE TO CHANGE AMOUNT OF EXERCISE. By 
delivering a written  notice to the Committee at least two (2) business days 
before the end of the Plan Year, a  Participant  may decide not to exercise  the
Participant's option for the Plan Year or to  exercise  the option for some  
lesser  number of shares. If more than one written notice is delivered by a 
Participant,  the last notice shall control.

               C.  DISPOSITION OF ACCOUNT.  Funds in a Participant's Account 
will be used to pay the option price upon exercise of the Participant's  option,
and the Company shall deliver to each Participant certificates representing  any
Stock  purchased as soon as  administratively  practicable  after the end of the
Plan  Year.  Any amount in a  Participant's  Account at the end of the Plan Year
will be paid  to  Participant  (without  interest)  as soon as  administratively
practicable after the end of the Plan Year.

               D.  LAPSE OF OPTIONS.  All unexercised options shall lapse on the
earlier of: [i] the end of the Plan Year; [ii] termination of participation; or 
[iii] termination of the Plan.

        10.  TERMINATION OF PARTICIPATION.

               A.  TERMINATION BY PARTICIPANT.  A Participant may at any time 
terminate participation by giving written notice of such termination to the 
Committee and electing to either:

                             [1] leave any funds in the Participant's Account in
               which event the Participant's  option will be deemed exercised at
               the end of the Plan Year  pursuant to Section 9.A and any amounts
               remaining  after such  exercise  will be paid to the  Participant
               (without interest); or

                             [2] receive any funds in the Participant's Account.

               Participants who change their payroll deduction  authorization to
zero pursuant to Section 6.C shall be deemed to have terminated participation in
the Plan and will be deemed to have elected a disposition  of the  Participant's
Account in accordance with Section  10.A[1] unless the Participant  notifies the
Committee in writing at least two (2)  business  days before the end of the Plan
Year that the  Participant  elects  to  receive  the funds in the  Participant's
Account.


               Upon termination of participation, all further payroll deductions
from such Participant shall cease and all amounts in the  Participant's  Account
which are not used to purchase Stock shall be paid to the  Participant  (without
interest) as soon as administratively practicable.

               B.  CHANGE IN EMPLOYEE STATUS.  If, on or  before  the  last 
business day of the Plan Year, a  Participant  ceases to be an Eligible Employee
for any reason, including death, disability,  resignation,  retirement or 
dismissal, the Participant's  participation in the Plan shall cease and any 
outstanding options shall lapse in full on the day the Participant's  status as 
an Eligible Employee ceases.  Upon lapse, all further payroll deductions shall 
cease, and all amounts credited to the  Participant's  Account and not used to 
purchase  Stock shall be paid to the Participant (without interest) as soon  as
administratively practicable following such lapse.

               C.  LEAVES  OF  ABSENCE.   The  employment   relationship   of  a
Participant with a Participating  Employer will be treated as continuing  intact
while the  Participant  is on  military,  sick leave or other bona fide leave of
absence  for a period not to exceed  ninety (90) days,  or for a longer  period,
provided that the  Participant's  right to reemployment  with the  Participating
Employer is  guaranteed  either by statute or by  contract.  Where the period of
leave exceeds ninety (90) days and where the Participant's right to reemployment
is not guaranteed  either by statute or contract,  the  employment  relationship
will be deemed to have terminated on the 91st day of such leave.

               D.  LIMITATION ON WITHDRAWALS FROM ACCOUNT.  A Participant may 
not withdraw any amount in the Participant's Account except pursuant to Sections
9.C, 10.A or 10.B.

               E.  REINSTATEMENT   OF   PARTICIPATION.   A  Participant   whose
participation  in the Plan  terminates  may not elect to participate in the Plan
again until the next Plan Year. In addition, no Participant who is an officer or
director of the Company or a  Participating  Employer (as  contemplated  by Rule
16b-3 of the Exchange Act, or any successor rule or regulation)  may participate
in  the  Plan  again  for  at  least  six  (6)  months  after   termination   of
participation.

        11.    STOCK RESERVED FOR PLAN.

               A.  NUMBER AND TYPE OF SHARES.  A total of fifty thousand  
(50,000) shares of Stock, which may consist of authorized but unissued shares or
treasury  shares or  both, are reserved for issuance under the Plan, subject  to
adjustment upon changes in capitalization  of the Company as provided in Section
11.C. If any option shall lapse or terminate for any reason as to any shares, 
such shares of Stock shall again become available under the Plan.


               B.  PRORATION OF AVAILABLE SHARES.  Notwithstanding anything 
herein to the contrary, if the total number of shares which would otherwise have
been acquired under the Plan on any date  exceeds the number of shares of Stock
then available under the Plan, then the Committee may make such pro rata 
allocation of the shares remaining available in such practicable  manner  as it 
shall determine to be fair and equitable.  The payroll  deductions to be made 
pursuant to the Participant authorizations shall be reduced accordingly and the 
Committee shall give written  notice of such reduction to each affected  
Participant.  Any payroll  deductions in a Participant's  Account not used to 
purchase Stock shall be paid (without interest) to such Participant.

               C.  ADJUSTMENT PROVISION.  If there is any change in the number
of outstanding  shares of Stock by reason of any stock dividend,  stock split-up
or similar transaction,  the number of shares of Stock then remaining available
for issuance and the number of shares  subject to any  outstanding options shall
be correspondingly   changed, without  change  in  the  aggregate  option price.
Additionally,  equitable  adjustments  shall be made in options  to reflect  any
other changes in the Stock,  including  changes  resulting from a combination of
outstanding  shares or other  recapitalization,  reorganization,  sale,  merger,
consolidation or similar  transaction.  The  establishment of the Plan shall not
affect   the   Company's   right   to   make   adjustments,   reclassifications,
reorganizations  or changes in its  capital or business  structure  or to merge,
consolidate,  dissolve, liquidate, sell or otherwise transfer all or any part of
its business or assets.

               D.  DELIVERY OF SHARES.  A Participant shall have no interest in,
or rights of a  shareholder  to, any shares of Stock  covered by an option until
shares  have  been  issued  to  the  Participant.  Stock  to be  delivered  to a
Participant pursuant to the exercise of an option shall be issued in the name of
the  Participant,  or, if the Participant so directs by written notice delivered
to the  Committee,  in the  names  of  the  Participant  and  one  other  person
designated in the notice,  as joint tenants with rights of survivorship,  to the
extent permitted by applicable law.

               E.  RESTRICTIVE LEGENDS.

                            [1] FAILURE TO SATISFY HOLDING PERIOD  REQUIREMENTS.
               Certificates  representing shares of Stock issued pursuant to the
               Plan  shall bear a  restrictive  legend  stating  that the shares
               represented  thereby may not be transferred before the expiration
               of two (2) years from the date of grant of the option and one (1)
               year from the date of transfer  of the Stock to the  Participant,
               unless the Participant  notifies the Company of the Participant's
               intention to dispose of the Stock. Upon receipt of such notice by
               the Committee, the Participant is free to dispose of the Stock.


                            [2] INSIDERS.  Certificates  representing  shares of
               Stock  issued  pursuant to the Plan to any  director or executive
               officer of the  Company or a  Participating  Employer  within the
               meaning  of  Section  16  of  the   Exchange  Act  shall  bear  a
               restrictive  legend stating that the shares  represented  thereby
               may not be  transferred  before the  expiration of six (6) months
               from  the  date  of  the  issuance  of  shares  of  Stock  to the
               Participant.

                            [3] OTHER LEGENDS.  The Company shall be entitled to
               place any other  legends on  certificates  for  shares  of  Stock
               issued hereunder  which  it  deems appropriate  to effectuate the
               terms of the Plan or to comply with any applicable law.

        12.  TRANSFERABILITY.  Neither  compensation  deductions  credited  to a
Participant's  Account nor any rights with regard to  participation in the Plan,
exercise of any option or the right to  receives  shares of Stock under the Plan
may be assigned, transferred,  pledged, or otherwise disposed of in any way by a
Participant other than by will or the laws of descent and distribution. Any such
attempted  assignment,  transfer,  pledge, or other disposition shall be without
effect. An option granted under the Plan is exercisable during the Participant's
lifetime only by the Participant.

        13.  DESIGNATION  OF  BENEFICIARIES.  A  Participant  may deliver to the
Committee a written  designation  (on a  prescribed  form) of a  beneficiary  or
beneficiaries  who are to receive any Stock and cash payable to the  Participant
but not delivered to the Participant  because of the Participant's  death before
such delivery. Such designation may be changed or revoked by delivery of written
notice to the Committee. Upon the death of a Participant and upon receipt by the
Committee  of proof deemed  adequate by it of the  identity  and  existence of a
beneficiary or beneficiaries validly designated by such Participant, the Company
shall  issue and  deliver  such Stock and pay such cash to such  beneficiary  or
beneficiaries.  In the absence of the Company's receipt of such proof, or if the
Participant  fails to designate any beneficiary who is living at the time of the
Participant's death, the Company shall issue and deliver such Stock and pay such
cash to the executor or administrator of the estate of such  Participant,  or if
no such executor or  administrator  has been  appointed (to the knowledge of the
Committee),  the Company,  if and as the Committee may direct in its discretion,
shall  issue and deliver  such Stock and pay such cash to the spouse  and/or any
one or more dependents or relatives of such  Participant,  or if no such spouse,
dependent  or relative is known to the  Committee,  then to such other person or
persons as the Committee may designate in its discretion.


        14.  AMENDMENT AND TERMINATION.  The Plan may be amended or terminated 
by the Compensation Committee of the Board at any time.  Any amendment  of  the 
Plan requires approval by the Company's  stockholders within twelve (12) months 
after such amendment's adoption by  the  Compensation  Committee if it increases
the total number of shares of Stock available for issuance  under  the Plan,  or
changes the class of corporations eligible to become Participating  Employers or
the class of persons  eligible  to  receive  options  under the Plan,  or if the
Committee  otherwise deems such approval  necessary or advisable for purposes of
complying  with  Rule  16b-3  of the  Exchange  Act,  or any  successor  rule or
regulation.  Such  stockholder  approval  shall  mean  approval  by holders of a
majority of all the shares of the Stock which are voted in person or by proxy at
a duly held stockholders'  meeting. No such amendment may be adopted which would
adversely  affect  any  rights  acquired  by any  person  hereunder  before  the
effective  date of such  amendment,  unless such  amendment is necessary for the
Company to obtain a ruling it may request from the Internal Revenue Service with
respect to the Plan, or necessary for the plan to conform to the requirements of
Code Section 423 or any other applicable law.

        15.  NOTICES.  Any notice or other communication  by any  person  to the
Committee  shall be deemed to have been duly given when  actually  received by a
member of the Committee,  or when actually  received by the Company addressed as
follows:

                             Churchill Downs Incorporated
                             700 Central Avenue
                             Louisville, Kentucky  40208
                             Attention:  Board of Directors,
                             Compensation Committee

Any notice or other communication or any delivery of Stock or cash to any person
(other than the Committee)  under or in connection with the Plan shall be deemed
to have been duly  given or made when  deposited  in the  United  States  mails,
postage  prepaid,  addressed  to such person at the address  last shown for such
person in the records of the Committee or any Participating Employer.

        16.  TAX WITHHOLDING.  The Participating Employer shall have  the  right
to withhold from each  Participant's  compensation  an amount equal to all 
federal, state and local  taxes  which the  Participating  Employer is required 
by law to withhold  as a  result  of  the  Participant's  participation  in  the
Plan  or disposition of shares of Stock issued under the Plan.

        17.  NONGUARANTEE  OF  EMPLOYMENT.  No  provision  of the Plan  shall be
construed as giving any person any right he would not  otherwise  have to become
or  remain an  employee  of a  Participating  Employer,  or any other  right not
expressly created by such provision.






        18.  GOVERNING LAW.  The Plan shall be governed by the laws of the 
Commonwealth of Kentucky and any applicable federal laws.

               Dated this _____ day of __________________________, 1995.


                                             CHURCHILL DOWNS INCORPORATED



                                             By:________________________________

                                             Title:_____________________________


                                       



Board of Directors
Churchill Downs Incorporated
700 Central Avenue
Louisville, Kentucky  40208

Gentlemen:

               We have acted as  counsel  to  Churchill  Downs  Incorporated,  a
Kentucky  corporation  (the  "Company"),  in connection with the registration of
50,000 shares of the Company's common stock (the "Shares"),  on the Registration
Statement on Form S-8 (the "Registration  Statement") being filed by the Company
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933, as amended (the "Act").  The Shares are issuable under the Churchill Downs
Incorporated 1995 Employee Stock Purchase Plan (the "Plan").

               We  have  examined  and  are  familiar  with  the  Company,   its
organization and proceedings  related thereto.  We have also examined such other
documents and procedures as we have considered necessary for the purpose of this
opinion.

               We have assumed,  for purposes of this  opinion,  that the Shares
will be validly  authorized  on the  respective  dates of issuance of the Shares
under the Plan and that,  on the dates of issuance of the Shares under the Plan,
the obligations of the Company under the Plan will  constitute the legal,  valid
and  binding  obligations  of the  Company,  enforceable  against the Company in
accordance with their respective terms.

               Based  upon  the  foregoing  and  subject  to the  qualifications
hereinafter set forth, we are of the opinion that the Shares are duly authorized
and, when issued and sold in accordance  with the  Registration  Statement,  the
prospectus delivered to participants in the Plan pursuant to the requirements of
the Act, the pertinent  provisions of any applicable  state  securities laws and
the Plan, will be duly and validly issued, fully paid and nonassessable.

               We are members of the Bar of the  Commonwealth of Kentucky and do
not  purport  to be  experts  on the  laws of any  jurisdiction  other  than the
Commonwealth  of Kentucky and the Federal laws of the United  States of America,
and we express no  opinion as to the laws of any  jurisdiction  other than those
specified.


               Our opinion is directed to the Board of  Directors of the Company
and may not be relied upon by any persons other than said directors,  recipients
of the  prospectus  and  participants  in the Plan.  We  expressly  disclaim any
responsibility   for  advising  you  of  any  change   hereafter   occurring  in
circumstances  touching or concerning  the  transaction  which is the subject of
this opinion,  including any changes in the law or in factual matters  occurring
subsequent to the date of this opinion.

               We  hereby  consent  to the  filing  of this  opinion,  or copies
thereof, as an Exhibit to the Registration Statement. In giving this consent, we
do not thereby admit that we are within the category of persons whose consent is
required  under  Section  7 of the  Act  or the  rules  and  regulations  of the
Securities and Exchange Commission thereunder.

                                            Sincerely,

                                            WYATT, TARRANT & COMBS

                                            /s/ Wyatt, Tarrant & Combs
                                            ---------------------------







                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this  registration  statement on
Form  S-8 of our  report,  which  includes  an  explanatory  paragraph  for  the
Company's  change in its method of accounting for income taxes as of February 1,
1993,  dated  March  14,  1995  on  our  audits  of the  consolidated  financial
statements and financial  statement  schedule of Churchill Downs Incorporated as
of December  31,  1994,  December 31, 1993 and January 31, 1993 and for the year
ended  December 31, 1994, for the  eleven-month  period ended December 31, 1993,
and for the year ended  January 31, 1993,  which report is included in Item 8 of
the Annual Report on Form 10-K filed March 31, 1995 (File No. 0-1469).


/s/ Coopers & Lybrand, L.L.P.
- ------------------------------
COOPERS & LYBRAND, L.L.P.
Louisville, Kentucky
July 17, 1995