SEC Filing | Churchill Downs, Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. __)

CHURCHILL DOWNS INCORPORATED
(Name of Issuer)

COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)

171484 10 8
(CUSIP Number)

H. Alexander Campbell
Wyatt, Tarrant & Combs
2800 Citizens Plaza
LOUISVILLE, KENTUCKY 40202

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

See Introductory Paragraph of This Report
SET OUT IMMEDIATELY PRECEDING ITEM 1 OF THIS REPORT
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

13D
CUSIP NO. 171484 10 8

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Wells Family Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [ ]

3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Kentucky

7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER

221,430 shares of Common Stock

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

221,430 shares of Common Stock

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

221,430 shares of common stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

6.06%

14 TYPE OF REPORTING PERSON

13D
CUSIP NO. 171484 10 8

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Darrell R. Wells

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]
(b) [ ]

3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States

7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER

243,830 shares of Common Stock

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

243,830

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

243,830 shares of common stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

6.67%

14 TYPE OF REPORTING PERSON

INTRODUCTORY PARAGRAPH

Reference is made to that certain Schedule 13D dated April 18, 1995, as amended
(the "Schedule"), filed by certain reporting persons ("Group"), including the
Reporting Persons named herein, with respect to the common stock, no par value
per share (the "Common Stock"), of Churchill Downs Incorporated, a Kentucky
corporation (the "Issuer"). The Group's obligation to file reports under
Section 13 of the Securities Exchange Act of 1934 has terminated. The
Reporting Persons desire to effectively amend and continue the Schedule by the
filing of this Report. The information contained in this Report was disclosed
in all material respects in the Schedule.

ITEM 1. SECURITY AND ISSUER

Class of equity security: Common Stock, no par value

Name and address of principal Churchill Downs Incorporated
executive offices: 700 Central Avenue
Louisville, Kentucky 40208

ITEM 2. IDENTITY AND BACKGROUND

(a) This Report is filed jointly by The Wells Family Partnership, a
Kentucky general partnership (the "Partnership") and Darrell R. Wells, an
individual resident of Kentucky. The Partnership and Darrell R. Wells are
sometimes collectively referred to herein as the "Reporting Persons".

(b) The business address of each of the Reporting Persons is 4350
Brownsboro Road, Louisville, Kentucky 40207. The name and residence or
business address of each of the general partners of the Partnership are as
follows:

Darrell R. Wells 4350 Brownsboro Road
Louisville, KY 40207

Louis Crawford Wells 4350 Brownsboro Road
Louisville, KY 40207

Wayne H. Wells 4350 Brownsboro Road
Louisville, KY 40207

Y. Peyton Wells, III 4350 Brownsboro Road
Louisville, KY 40202

Bryant C. Wells 5202 Tomahawk Road
Louisville, KY 40207

(c) The principal business of the Partnership is to hold shares of
Churchill Downs Incorporated. The present principal occupation or employment
of Darrell R. Wells and each of the other general partners of the Partnership
is as follows:

Darrell R. Wells General Partner, Security Management

Company (investment advisor)

Louis Crawford Wells Restaurant Management

Wayne H. Wells Real Estate Executive

Y. Peyton Wells, III Restaurant Management

Bryant C. Wells Investments

(d) During the last five years, neither the Reporting Persons nor any
general partner of the Partnership has been convicted of a criminal proceeding
(excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither the Reporting Persons nor any
general partner of the Partnership has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.

(f) Darrell R. Wells and each other general partner of the Partnership
are United States citizens.

Information with respect to each of the Reporting Persons is given solely
by such Reporting Person and no Reporting Person has responsibility for the
accuracy or completeness of information supplied by another Reporting Person.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Not applicable.

ITEM 4. PURPOSE OF TRANSACTION

The Reporting Persons and each of the persons named in Item 2 of this
Report acquired the Common Stock of the Issuer for investment. Neither the
Reporting Persons nor any of the persons named in Item 2 of this Report have
any present plans or proposals which relate to or would result in [a] the
acquisition by any person of additional securities of the Issuer, or the
disposition of the securities of the Issuer; [b] an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; [c] a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; [d] any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board, other than to appoint two independent directors to the
Board of Directors of the Issuer in order to comply with the requirement of
NASDAQ National Market; [e] any material change in the present capitalization
or dividend policy of the Issuer; [f] any other material change in the Issuer's
business or corporate structure; [g] any change in the Issuer's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; [h] causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; [i] a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4)

of the Act; or [j] an action similar to any of those enumerated above. The
Reporting Persons reserve the right to formulate plans or proposals, and to
take such action, with respect to any or all of the foregoing matters and any
other matters as such Reporting Persons may determine.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

a. As of the date of this Report: [i] the Partnership holds or has an
interest in 221,430 shares or approximately 6.06% of the 3,654,263 shares of
the Common Stock outstanding as of such date; [ii] Darrell R. Wells holds or
has an interest in 243,830 shares or approximately 6.67% of the Common Stock
outstanding as of such date, of which he disclaims beneficial ownership of
22,400 shares held by The Wells Foundation, Inc., of which he is a trustee, and
of 146,615 shares held by the Partnership, of which he is the Managing General
Partner; [iii] Louis Crawford Wells holds or has an interest in 25,955 shares
or approximately .71% of the Common Stock outstanding as of such date; [iv]
Wayne H. Wells holds or has an interest in 39,885 shares or approximately 1.09%
of the Common Stock outstanding as of such date; [v] Y. Peyton Wells, III holds
or has an interest in 44,245 shares or approximately 1.21% of the Common Stock
outstanding as of such date; and [vi] Bryant C. Wells holds or has an interest
in 36,530 shares or approximately 1.0% of the Common Stock outstanding as of
such date.

b. The Partnership shares voting and dispositive power with respect to
221,430 shares held by the Partnership. Darrell R. Wells shares voting and
dispositive power with respect to 221,430 shares held by the Partnership and
with respect to 22,400 shares held by The Wells Family Foundation, Inc. for
which he serves as trustee. Each of Louis Crawford Wells, Wayne H. Wells, Y.
Peyton Wells, III and Bryant C. Wells shares voting and dispositive power with
respect to the shares attributed to him in paragraph (a) above.

c. On September 30, 1997, Bryant C. Wells sold 2,000 shares held by the
Partnership for $40.50 per share. On November 5, 1997, Bryant C. Wells sold
2,000 shares held by the Partnership for $46.50 per share. Both transactions
were effected in ordinary brokerage transactions. On December 12, 1997, Wayne
H. Wells transferred 100 shares held by the Partnership by gift. On January
20, 1998, each of Wayne H. Wells and Y. Peyton Wells, III received 7,500 shares
from an estate. Otherwise, none of the Reporting Persons has effected
transactions in the Issuer's Common Stock during the past sixty days.

d. Except as set forth in Item 5(b), no persons have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares deemed to be beneficially held by the Reporting
Persons.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER

Other than the 1997 Amended and Extended Partnership Agreement attached
hereto as Exhibit 1, none of the Reporting Persons is a party to any contract,
arrangement, understanding or relationship (legal or otherwise) with respect
to any security of the Issuer, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1 - 1997 Amended and Extended Partnership Agreement of The
Wells Family Partnership dated November 1, 1997.

Exhibit 2 - Agreement Among Reporting Persons dated February 18,
1998.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

February 18, 1998 By: /S/ Darrell R. Wells
Darrell R. Wells

THE WELLS FAMILY PARTNERSHIP

By: /S/ Darrell R. Wells
Darrell R. Wells, Managing Partner

* Pursuant to the Agreement among Reporting Persons dated
February 18, 1998 for the filing of a single Schedule 13D pursuant to Rule
13d-1(f)(1), each Reporting Person has authorized Darrell R. Wells to sign on
behalf of such Reporting Person any Schedule 13D or amendments thereto that are
required to be filed on behalf of the Reporting Persons to this Schedule 13D.



                                  EXHIBIT 1

                          WELLS FAMILY PARTNERSHIP
             1997 AMENDED AND EXTENDED PARTNERSHIP AGREEMENT


          THIS  1997  AMENDED  AND  EXTENDED  PARTNERSHIP  AGREEMENT  (this

"Agreement")  is made as of November 1, 1997, among DARRELL R. WELLS, LOUIS

CRAWFORD WELLS,  WAYNE H. WELLS, Y. PEYTON WELLS, III, and BRYANT C. WELLS,

individuals residing  in  Louisville,  Kentucky (hereinafter referred to as

the "Partners").

                       W I T N E S S E T H:

          WHEREAS, the Partners are the continuing parties to a Partnership

Agreement dated in 1990 (the "1990 Agreement")  creating  the  Wells Family

Partnership (the "Partnership") and relating to the respective interests of

the  parties  thereto in the shares of the common stock, no par value  (the

"Stock") of Churchill  Downs  Incorporated,  a  Kentucky  corporation  (the

"Company");

          WHEREAS,  the  Partners  have  from time to time consented to the

continuation of the Partnership beyond the nominal termination date recited

in the 1990 Agreement;

          WHEREAS, the Partners desire to  continue the original objectives

of  the  Partnership, which include maintaining  ownership  of  such  Stock

within the family group consisting of the Partners; and

          WHEREAS,  the  Partners  desire  to  update  and  amend  the 1990

Agreement in certain particulars.

          NOW  THEREFORE,  in consideration of the foregoing and the mutual

agreements contained herein,  and intending to be legally bound hereby, the

Partners agree to amend, extend  and  restate  fully  the 1990 Agreement as

follows:



     1.   CONTINUATION OF THE PARTNERSHIP.  The Partners  hereby  agree  to

continue  the  Partnership for the purpose of holding any and all Stock now

owned or hereafter  acquired  by any of them, except as otherwise expressly

provided  herein,  and  for  undertaking   such  other  activities  as  are

incidental to or desirable in connection with the foregoing purpose.

     2.   NAME AND PLACE OF BUSINESS.  The name  of the Partnership remains

"The Wells Family Partnership" and its principal place  of business remains

c/o   Security  Management  Company,  4350  Brownsboro  Road,  Suite   310,

Louisville, Kentucky 40207.

     3.   PARTNERS'  CAPITAL  CONTRIBUTIONS  AND  INTERESTS.   The  current

capital of the Partnership consists of the Stock heretofore contributed  to

it  by  the  Partners as set forth in the table below.  For purposes of the

capital accounts  of  the Partners, the value of all shares of the Stock so

contributed and any additional shares of the Stock so contributed, whenever

contributed, shall be $20  per  share, notwithstanding that the fair market

value of the Stock at the date so  contributed  was  more or less than such

amount.   The  present  interests of the Partners in the  Partnership  (the

"Interests") are as follows:

                                    Stock
        PARTNER                 CONTRIBUTION        INTEREST

Darrell R. Wells                74,815 Shares      35.5365%
Louis Crawford Wells            25,955 Shares      12.3284%
Wayne H. Wells                  32,485 Shares      15.4301%
Y. Peyton Wells, III            36,745 Shares      17.4536%
Bryant C. Wells                 40,530 Shares      19.2514%

          Totals               210,530 Shares     100.0000%

If any additional Stock is contributed by a Partner pursuant to Section 4A,

or any Stock (or proceeds  from  the  sale  of  Stock)  is distributed to a

Partner  pursuant  to  Section  10E,  or  any Stock is withdrawn  from  the

Partnership  pursuant to Section 4B or Section  11B,

                                       2


then  the  respective capital accounts  and  Interests of the Partners shall

be appropriately adjusted to recognize such fact.  Each reference herein to

the Interests of  any  Partner or  Partners  in  connection  with  any  act,

entitlement, or obligation of  the  Partnership  or  any Partner or Partners

shall be deemed a reference to the Interests calculated immediately prior to

the time of any such act or the  determination  of  any  such entitlement or

obligation.

     4.   ADDITIONAL CONTRIBUTIONS; WITHDRAWALS.

          A.   Each   Partner  hereby  agrees  that  if  he  acquires   any

additional Stock, he will  contribute  such Stock to the Partnership except

that additional Stock acquired by a Partner and either [i] contributed to a

family partnership or other estate planning  vehicle or [ii] disposed of by

a present gift shall not be subject to this requirement.

          B.   Each Partner may from time to time  withdraw  Stock from the

Partnership not in excess of his then pro rata portion of the Stock held by

the Partnership for the purpose of either [i] contributing such  Stock to a

family  partnership  or  other estate planning vehicle or [ii] effecting  a

present  gift of such Stock.   To  the  extent  that  the  Partnership  has

creditors  at  the  effective  time  of  such  withdrawal  (other  than  in

connection  with  loans  for  the benefit of other Partners contemplated by

Section 10F), such Partner shall  contribute  to  the  Partnership  against

receipt of his Stock, for distribution to its creditors, a pro rata portion

of  such  liability, based upon the number of shares of Stock withdrawn  in

relation to  the  total  number  of shares of Stock held by the Partnership

immediately prior to such withdrawal.   In  addition,  to  the  extent  the

Partnership  has a loan for the benefit of such Partner pursuant to Section

10F, such Partner  shall  repay, against

                                       3



receipt of his Stock, a pro rata portion of such loan, based upon the number

of shares of Stock withdrawn in relation to the total  number  of  shares of

the  Stock  represented  by  such Partner's  Interest  in the Partnership

immediately prior to such withdrawal.

     5.   MEETINGS.   Meetings  of the Partners may be called upon at least

three business days prior written notice of any Partner.  An annual meeting

of the Partners shall be held on  the  third  Tuesday of March in each year

(the "Annual Meeting").

     6.   ALLOCATION OF PROFITS AND LOSSES.

          A.   All profits and losses, and all  items  of deduction, credit

and  income  arising from the ownership, development and operation  of  the

Partnership's business, shall be allocated among the Partners in proportion

to their respective Interests.

          B.   For  Federal,  state and local income tax purposes only, the

income of the Partnership from  the  sale or other disposition of the Stock

shall be allocated among the Partners as follows:

               [1]  All of such income  shall  first  be  allocated  to the
                    Partner(s)  contributing  such  Stock  (based  upon the
                    identification  of  the  shares sold for Federal income
                    tax purposes) to the extent  of  the difference between
                    the agreed value per share of the  Stock  sold  and the
                    contributing Partner's basis therefor.

               [2]  The balance of such income shall be allocated among the
                    Partners in proportion to their respective Interests.

     7.   PARTNERSHIP BANK ACCOUNTS.  The Partnership shall maintain one or

more  bank  accounts  in  such  depository  or depositories as the Managing

Partner (as hereinafter defined) may determine.   All  cash receipts of the

Partnership  of  every  kind  shall  be  deposited  in such accounts.   All

expenses  and  indebtedness  of  the Partnership shall be  paid  from  such

accounts.

                                       4




     8.   DISTRIBUTIONS.  As soon  as  reasonably practicable following the

receipt by the Partnership of dividends  on the Stock, the Managing Partner

shall  distribute  to  the  Partners in accordance  with  their  respective

Interests such dividends, net of the Partnership's accrued expenses and, to

the  extent  the  Managing  Partner  deems  necessary,  its  obligations.

     9.   PARTNERSHIP BOOKS OF ACCOUNTS.   The  books of account and  other

records of  the  Partnership  shall  be maintained by the Managing Partner.

Such books of account shall be kept in accordance with  generally  accepted

accounting principles (except that the cash receipts and disbursements method

of accounting  shall be used) with a fiscal year ending December 31 of each

year  and shall  reflect  the  assets,  liabilities,  costs,  expenditures,

receipts,  profits  and  losses of the Partnership.  Such books and records

shall be available for inspection  by  the  Partners or their agents at all

times upon reasonable notice to the Managing Partner.

     10.  LIMITATION ON SALE OF INTERESTS.

          A.   No Partner shall agree or commit  (by the grant of option or

otherwise) to sell, transfer, pledge, assign or otherwise  dispose  all  or

any  portion  of  his  Interest  without  complying  with the terms of this

Section 10; provided, however, that transfers permitted by Section 4B shall

not be subject to this Section 10.

          B.   If a Partner receives a bona fide written  offer  acceptable

to  him to sell all or any portion of his Interest or the Stock which  such

Interest represents (in either case, the "Offered Interest") to any person,

including  another  Partner,  such Partner (the "Seller") shall immediately

give notice thereof to the Managing Partner,  together  with  a copy of the

offer.  The Managing Partner shall, within three business days, mail to all

of  the  other

                                       5



Partners written notice of the terms and conditions of the offer and a form

to be returned by each Partner whereby a Partner who desires to purchase all

or a portion of the Offered Interest (a "Purchasing Partner") can  indicate

the portion of the Offered Interest which such Purchasing Partner elects to

purchase.  Failure of a Partner to return the form to the Managing  Partner

within twenty (20) days of the date of the notice shall constitute a waiver

of that Partner's  right  to  purchase any portion of the Offered Interest.

          C.   Each Partner may elect to purchase all or a portion  of  the

Offered  Interest.   If  the  notices  provided  by the Purchasing Partners

indicate  that  they  desire  to  purchase  less than all  of  the  Offered

Interest, the Managing Partner shall notify the Purchasing Partners of such

fact.  If the Purchasing Partners do not then  elect to purchase all of the

Offered  Interest,  none  of Offered Interest shall  be  purchased  by  the

Purchasing Partners and the  provisions of Section 10E shall apply.  If the

Purchasing Partners elect to purchase  more than the Offered Interest, then

each Purchasing Partner shall be entitled:  (1) to purchase that portion of

the Offered Interest up to, but not exceeding, such Partner's then pro rata

portion of the Offered Interest, such pro  rata  portion to be the Interest

of  such  Purchasing  Partner  divided by the Interests  of  all  Partners,

excluding the Seller, as of the  date  of  the  notice  from  the  Managing

Partner;  and,  in  addition,  if  any portion of the Offered Interest then

remains  unpurchased  and if a Purchasing  Partner  elects  to  purchase  a

portion of the Offered  Interest  in excess of such Partner's then pro rata

portion as set forth in clause (1)  above,  (2)  to  purchase  a  pro  rata

portion of the remainder of the Offered Interest, such pro rata portion  to

be  the  total portion of the Offered Interest which the Purchasing Partner

elected to  purchase  divided by the total portions of the Offered

                                       6



Interest which all Purchasing Partners elected to purchase; and, in addition,

if  any portion of the  Offered  Interest  remains  unpurchased,  then  those

Purchasing Partners who have elected to purchase  pursuant to clauses (1) and

(2) above shall have the right (3)  to  purchase the remainder of the Offered

Interest pro rata according to their respective Interests.

          D.   The Managing  Partner  shall  promptly  notify the Seller of

whether the Purchasing Partners have elected to purchase all of the Offered

Interest.   If  so,  the  closing of the purchase of such Offered  Interest

shall be no later than 30 days  after  the  date  of  such  notice from the

Managing Partner to the Seller.  Such purchase of the Offered Interest will

be on the same terms and conditions as set forth in the offer  received  by

the Seller.

          E.   If  the  Purchasing Partners do not elect to purchase all of

the Offered Interest, then  the  Partnership shall distribute to the Seller

the number of shares of Stock represented  by  the offer (but not in excess

of the Seller's then pro rata portion of the Stock held by the Partnership,

based upon the Seller's Interest).

          F.   If  a  Partner  desires  to  borrow funds  and  secure  such

borrowing by a pledge of his then pro rata portion of the Stock held by the

Partnership, the Managing Partner is hereby authorized to pledge such Stock

as security for the Partner's loan.  If the lender is unwilling to make the

loan on that basis solely because of a concern regarding the enforceability

of the pledge by the Partnership of such Stock,  then  the Managing Partner

is  hereby  authorized  to  cause  the Partnership to (i) borrow  from  the

proposed  lender  on a non-recourse basis  the  amount  which  the  Partner

desired to borrow on terms acceptable to such Partner, (ii) pledge a number

of shares of Stock not in excess of such

                                       7



Partner's then pro rata portion of the Stock as security for such loan, and

(iii) make a loan to such Partner on the same terms and conditions on which

it  borrowed  from  the  lender,  secured  by such Partner's Interest.  The

Partnership shall at all times hold all shares of the Stock owned  by it in

a  bank  custodial  account  or  lock  box at a banking institution in  the

Louisville, Kentucky area except for  [i]  shares  pledged pursuant to this

Section 10F and [ii] shares equal to the Interest of any Partner who consents

to their being held elsewhere.

          G.   If a Partner who has no loan outstanding pursuant to Section

10F desires to take possession of a certificate for shares of the Stock not

exceeding such Partner's then pro rata portion of the  Stock  held  by  the

Partnership, he shall send a notice to the Managing Partner to that effect.

The Managing Partner shall as soon as reasonably practicable arrange for  a

certificate  for  the Stock registered in the Partnership's name to be sent

to such Partner.  It is understood that such Partner shall have no power to

dispose of such Stock  except  in  compliance with this Agreement and shall

return such certificate to the Managing  Partner whenever, in his judgment,

it  is necessary or appropriate for the Partnership  to  resume  possession

thereof.

          H.   To the extent the Partnership has creditors at the effective

time of any sale, transfer, assignment or other disposition by a Partner of

all or  any  portion  of  his  Interest  pursuant  to this Section 10, such

Partner  shall  contribute  to  the  Partnership  at  the closing  of  such

transaction, for distribution to its creditors, his then  pro  rata portion

of  such  liability,  based  upon  the  amount of the Interest involved  in

relation to all of the Interests immediately prior to such transaction.  In

addition, to the extent the Partnership

                                       8



has a loan for  the benefit  of such Partner pursuant to  Section 10F, such

Partner shall repay such loan in full.

     11.  DURATION OF PARTNERSHIP.

          A.   Unless sooner terminated as provided herein, the Partnership

shall continue in full force and effect from the date hereof until December

31,  2002  and  shall  further  continue  thereafter  unless  and until the

Partners  then  owning  a  majority of the Interests adopt a resolution  to

terminate the Partnership, such  termination  to  be  effective on the date

specified  in  such resolution.  Upon termination of the  Partnership,  the

Managing Partner shall distribute to each Partner his then pro rata portion

of the Stock held by the Partnership, based upon such Partner's Interest at

the time of such  distribution.   To  the  extent  that the Partnership has

creditors at the time of such distribution, each Partner  shall  contribute

to  the Partnership against receipt of his Stock, for distribution  to  the

creditors,  his  then  pro  rata  portion of such liability, based upon his

Interest at the time of such distribution.

          B.   Any Partner may withdraw  from the Partnership as of the end

of any calendar year provided that he shall  given  notice  to  the General

Partner  not  later  than  December 1 of such year.  As soon as practicable

after the end of the calendar  year,  the Managing Partner shall distribute

to the withdrawing Partner his then pro  rata  portion of the Stock held by

the Partnership, based upon such Partner's Interest  at  the effective time

of his withdrawal.  To the extent that the Partnership has creditors at the

effective time of such withdrawal, the withdrawing Partner shall contribute

to  the Partnership against receipt of his Stock, for distribution  to  its

creditors,  his  then  pro  rata  portion of such

                                       9



liability, based upon his Interest at the effective time of such  withdrawal.

In addition, to the extent the Partnership has a loan for the benefit of such

Partner pursuant to  Section 10F,  such Partner shall repay such loan in full,

against receipt of his Stock.

          C.   The Partnership shall dissolve upon the withdrawal, death or

bankruptcy of any Partner.  Notwithstanding such dissolution, the remaining

Partners  and the successor-in-interest to the deceased or bankrupt Partner

shall be obligated  to  continue  the  business  of  the  Partnership  as a

reconstituted  partnership  under the terms of this Agreement until further

reconstituted or terminated pursuant to paragraph A above.

     12.  DESIGNATION OF MANAGING  PARTNER.   A  managing  partner  of  the

Partnership  (the  "Managing  Partner")  shall  be  elected  at each Annual

Meeting  upon  the  vote  of  the  Partners  then owning a majority of  the

Interests and shall serve as such until the next  Annual  Meeting and until

his successor is elected.  A Managing Partner may be elected  to successive

terms  without limitation.  Darrell R. Wells shall continue to serve  until

the next  Annual  Meeting.   A Managing Partner may be removed at any time,

and a new Managing Partner elected, upon the vote of Partners then owning a

majority of the Interests.

     13.  ACTION OF THE PARTNERSHIP.  Any and all action to be taken by the

Partnership  or  documents to be  executed  by  the  Partnership  shall  be

approved by the vote  of  Partners then owning a majority of the Interests.

Any consent required to be  given  by  the  Partners  may be given or taken

pursuant to the written authorization of the Partners.

     14.  NEW  PARTNERS.  New Partners may be admitted to  the  Partnership

upon (i) contributing  Stock  to  the Partnership, and (ii) approval by the

Partners then owning a majority of the Interests.

                                       10



     15.  NOTICES.  Any notice, request or report or other instrument which

may be required or permitted to be  furnished to or served upon any Partner

shall be deemed sufficiently given, furnished  or served, if in writing and

delivered in person against a receipt or deposited  in  the  United  States

mail,  first  class,  postage prepaid, and addressed to such Partner as set

forth below:


                         Darrell R. Wells
                         4350 Brownsboro Road
                         Louisville, Kentucky  40207

                         Louis Crawford Wells
                         902 DuPont Road
                         Louisville, Kentucky  40207

                         Wayne H. Wells
                         902 DuPont Road
                         Louisville, Kentucky  40207

                         Y. Peyton Wells, III
                         902 DuPont Road
                         Louisville, Kentucky  40207

                         Bryant C. Wells
                         10707 US Highway 42
                         Goshen, Kentucky  40026

or such other address of which any Partner may notify the other Partners in

accordance with this paragraph.   Instruments  and communications delivered

personally  shall  be deemed received when so delivered.   Instruments  and

communications mailed  shall  be  deemed  received  48  hours after deposit

thereof in the United States mail.

     16.  REMEDIES.  The Partners agree that legal remedies  for  breach of

this  Agreement  will be inadequate and that this Agreement may be enforced

by injunctive or other equitable relief.

                                       11



     17.  SUCCESSORS.    Subject   to   the   provisions   hereof  imposing

limitations  and  conditions  upon  the  sale  or  the disposition  of  the

Interests of the Partners, all of the provisions hereof  shall inure to the

benefit  of,  and  be  binding  upon,  the  successors and assigns  of  the

Partners.

     18.  COMPLETE AGREEMENT.  This Agreement  contains  all the covenants,

terms and undertaking of the Partners with respect to the  Partnership  and

may  not  be  amended  or  modified  in any respect except by an instrument

signed in writing by all of the Partners.

     19.  GOVERNING  LAW.   This  Agreement   shall  be  governed  by,  and

construed in accordance with, the laws of the Commonwealth of Kentucky.

          IN WITNESS WHEREOF, the Partners have  executed this Agreement as

of the date set forth above.


                                   /S/ Darrell R. Wells
                                   Darrell R. Wells


                                   /S/ Louis Crawford Wells
                                   Louis Crawford Wells


                                   /S/ Wayne H. Wells
                                   Wayne H. Wells


                                   /S/ Peyton Wells, III
                                   Y. Peyton Wells, III


                                   /S/ Bryant C. Wells
                                   Bryant C. Wells




                                   EXHIBIT 2

                                   AGREEMENT

      THIS AGREEMENT is  made  and entered into by and between The WELLS FAMILY
PARTNERSHIP,a Kentucky general partnership, and DARRELL R. WELLS, an individual
(collectively, the "Group").

                  W I T N E S S E T H:

      WHEREAS, each member of the  Group  owns of record or beneficially shares
of the Common Stock of Churchill Downs Incorporated; and

      WHEREAS, each member of the Group desires  to  file a single Schedule 13D
indicating the beneficial ownership of each member; and

      WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities  Exchange Act of 1934
(the "Act") requires that, when a Schedule 13D is filed on behalf  of more than
one person, the Schedule 13D shall include as an exhibit to the Schedule 13D an
agreement in writing of such persons that the Schedule 13D is filed  on  behalf
of each of them;

      NOW,  THEREFORE, in consideration of the premises and the mutual promises
of the parties hereto, the parties hereto covenant and agree as follows:

      1.    The  Wells  Family  Partnership  and  Darrell R. Wells agree that a
single Schedule 13D and any amendments thereto relating to the shares of Common
Stock of Churchill Downs Incorporated shall be filed on behalf of each of them.

      2.    Each  of  the  Wells  Family  Partnership  and   Darrell  R.  Wells
acknowledge and agree that pursuant to Rule 13d-1(f)(1) under  the  Act each of
them is individually responsible for the timely filing of such Schedule 13D and
any amendments thereto and for the completeness and accuracy of the information
contained therein.

      3.    This Agreement shall be terminated only upon the first to  occur of
the following:  (a) the death of any of the individual parties hereto, (b)  the
dissolution,  termination or settlement of the Wells Family Partnership, or (c)
a written notice  of  termination given by any party hereto to all of the other
parties hereto.

      4.    This Agreement  may  be  executed  in several counterparts, each of
which shall be deemed to be an original copy hereof,  but all of which together
shall constitute a single instrument.  This Agreement shall  not  be assignable
by any party hereto.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 18th day of February, 1998.


                                          /S/ Darrell R. Wells
                                          Darrell R. Wells


                                          THE WELLS FAMILY PARTNERSHIP

                                          By /S/ Darrell R. Wells
                                             Darrell R. Wells, Managing Partner