SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC 20549


                             FORM 8-A

         FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                 PURSUANT TO SECTION 12(b) or (g)
              OF THE SECURITIES EXCHANGE ACT OF 1934


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


              KENTUCKY                            61-0156015
(State of Incorporation or organization)            (IRS Employer
                                               Identification No)


700 CENTRAL AVENUE      LOUISVILLE, KENTUCKY            40208
(Address of principal executive offices)               (Zip Code)


Securities to be registered
pursuant to Section 12(b) of the Act:

Title of Each Class                Name of each exchange on which
to be so registered                each class is to be registered

                         None



If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
                                                                             [ ]

If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.                                  [X]



Securities  Act  registration  statement  file  number  to  which this form
relates:  ___________________ (if applicable)


                    Securities to be registered
               pursuant to Section 12(g) of the Act:

            SERIES 1998 PREFERRED STOCK PURCHASE RIGHTS
                         (Title of Class)



ITEM 1.   Description of Registrant's Securities to be Registered

          On  March  19,  1998,  the Board of Directors of Churchill  Downs
Incorporated (the "Company") declared  a dividend distribution of one right
(a "Right") for each outstanding share of  common  stock,  no par value per
share (the "Common Stock") of the Company, to shareholders of record at the
close  of business on March 30, 1998 (the "Record Date").  The  description
and terms  of  the  Rights  are set forth in a Rights Agreement dated as of
March 19, 1998 (the  "Rights  Agreement")  between  the Company and Bank of
Louisville, as Rights Agent.

          Prior to the Distribution  Date (hereinafter defined), the Rights
will  be  represented  by the certificates  for  shares  of  Common  Stock.
Separate Right certificates  will be distributed to shareholders as soon as
practicable after the Distribution  Date.   The  Rights  will expire on the
tenth  anniversary  of  the  effective  date  of the Rights Agreement  (the
"Expiration Date") unless earlier redeemed or canceled  by  the  Company as
provided below.  Initially, the Rights will not be exercisable.  The Rights
will become exercisable upon the earlier of (a) the tenth business  day (or
such  later date as may be determined by the Board) after such time as  the
Company learns that a person or group (including any affiliate or associate
of such  person  or  group) has acquired, or obtained the right to acquire,
beneficial ownership of  15%  or more of the outstanding Common Stock (such
person  or  group being called an  "Acquiring  Person")  unless  provisions
intended to prevent accidental triggering of the Rights apply, and (b) such
date, if any, as may be designated by the Board of Directors of the Company
following the  commencement  of, or first public disclosure of an intention
to commence, a tender or exchange  offer for outstanding Common Stock which
could result in such person or group  becoming  the beneficial owner of 15%
or more of the outstanding Common Stock (the earlier  of  such  dates being
called  the  "Distribution  Date").   Each  Right shall be exercisable  for
1/1,000 of a share of Series 1998 Preferred Stock  (the  "Preferred Stock")
(as described below) at a purchase price (the "Purchase Price")  of $80.00
(after giving effect to the 1 for 1 share dividend declared by the Company
on March 19, 1998), subject to adjustment.  Prior to the Distribution Date,
the Rights shall be transferable only with the  related  shares  of  Common
Stock and shall automatically be transferred with  such  shares.  After the
Distribution Date,  the  Rights  shall  be  separately transferable and the
Company  will provide Right certificates to all holders of Common Stock.

          The  terms  of the Preferred Stock provide that each 1/1,000 of a
share of Preferred Stock  is entitled to participate in dividends and other
distributions, and to vote,  on an equivalent basis with one whole share of
the presently constituted Common  Stock  of  the Company.  In addition, the
Preferred Stock has certain minimum dividend and  liquidation  rights.  The
amount  of Preferred Stock issuable upon exercise of the Rights is  subject
to adjustment

                                       2

by the Board of Directors of the Company in the event of any change in  the
Common  Stock  or  Preferred Stock,  whether  by reason of share dividends,
share  splits,  recapitalizations,   mergers,  consolidations, combinations
or exchanges of securities, split-ups, split-offs, spin-offs, liquidations,
other  similar changes in capitalization, any distribution  or issuance  of
assets,  evidences  of  indebtedness  or subscription  rights,  options  or
warrants  to  holders  of Common Stock or Preferred  Stock  or otherwise.

          Subject to provisions of the  Rights  Agreement,  at such time as
there is an Acquiring Person, proper provision shall be made  so  that  the
holder  of  each  Right  will  thereafter  have  the right to receive, upon
exercise thereof, for the Purchase Price, that number  of  thousandths of a
share  of  Preferred  Stock  equal to the number of shares of Common  Stock
which at the time of such transaction  would  have  a market value of twice
the  Purchase  Price  (the  "flip-in").   Any  Rights  that   are  or  were
beneficially owned by an Acquiring Person on or after the Distribution Date
shall  become  null  and void.  In the event the Company is acquired  in  a
merger or other business  combination  by  an  Acquiring  Person  that is a
publicly  traded  corporation  or  50%  or more of the Company's assets  or
assets representing 50% or more of the Company's  earning  power  are sold,
leased, exchanged or otherwise transferred (in one or more transactions) to
an Acquiring Person that is a publicly traded corporation, each Right  will
entitle  its  holder  to  purchase,  for the Purchase Price, that number of
common shares of such corporation which  at  the  time  of  the transaction
would  have  a  market value of twice the Purchase Price (the "flip-over").
In the event the  Company  is  acquired  in  a  merger  or  other  business
combination by an Acquiring Person that is not a publicly traded entity  or
50%  or  more of the Company's assets or assets representing 50% or more of
the earning  power  of the Company are sold, leased, exchanged or otherwise
transferred (in one or  more  transactions)  to an Acquiring Person that is
not  a  publicly  traded  entity, each Right will  entitle  its  holder  to
purchase, for the Purchase  Price, at such holder's option, (a) that number
of shares of the surviving corporation  in the transaction with such entity
(or,  at  such  holder's  option,  of  the surviving  corporation  in  such
acquisition,  which  could  be  the Company)  which  at  the  time  of  the
transaction would have an aggregate book value of twice the Purchase Price,
or (b) that number of shares of such  entity  which  at  the  time  of  the
transaction  would have a book value of twice the Purchase Price, or (c) if
such entity has  affiliates  which have publicly traded common shares, that
number of common shares of the affiliate with the greatest aggregate market
value on the transaction date,  which  at the time of the transaction would
have a market value of twice the Purchase Price.

          Any Rights that are or were beneficially  owned  by  an Acquiring
Person  on or after the Distribution Date shall become null and void.   The
"flip-over"  provision  only  applies  to  a  merger  or  similar  business
combination with an Acquiring Person, and it

                                       3


does not apply to a merger or business combination with any party which has
not triggered the "flip-in" provision.

          The  Rights are  redeemable  by  the  Board  of  Directors  at  a
redemption price  of $.01 per Right (the "Redemption Price") any time prior
to the earlier of (a)  the tenth business day (or such later date as may be
determined by the Board)  after  such  time  as  there becomes an Acquiring
Person and (b) the Expiration Date.  Immediately upon  the  action  of  the
Board  electing  to  redeem  the Rights, and without any further action and
without any notice, the right to exercise the Rights will terminate and the
only right of the holders of Rights  will  be  to  receive  the  Redemption
Price.

          After  there  is  an Acquiring Person the Board of Directors  may
elect to exchange each Right  (other  than  Rights  owned  by  an Acquiring
Person)   for  consideration  per  Right  consisting  of  one-half  of  the
securities  that  would  be  issuable at such time upon the exercise of one
Right pursuant to the terms of the Rights Agreement (or equivalent value in
cash, shares of Common Stock, or other securities).

          At any time prior to  the  Distribution  Date,  the  Company may,
without the approval of any holder of the Rights, supplement or  amend  any
provision  of  the  Rights  Agreement  (including  the  date  on  which the
Distribution Date shall occur and the definition of an "Acquiring Person"),
except  that  no  supplement  or amendment shall be made which reduces  the
Redemption  Price  of  the Rights  or  provides  for  an  earlier  date  of
expiration of the Rights.

          Until a Right  is  exercised,  the  holder thereof, as such, will
have  no  rights  as  a  shareholder  of  the Company,  including,  without
limitation, the right to vote or to receive dividends.

          The Rights may have certain anti-takeover  effects.   The  Rights
will  cause  substantial  dilution  to  a  person or group that attempts to
acquire the Company on terms not approved by  the Board of Directors of the
Company.  However, the Rights should not interfere with any merger or other
business combination approved by the Board of Directors  since  the  Rights
may be redeemed by the Company as described above.  Accordingly, the Rights
are  intended  to  encourage persons who may seek to acquire control of the
Company to initiate such an acquisition through negotiations with the Board
of Directors.  However,  the  effect  of  the Rights may be to discourage a
third party from making a partial tender offer  or  otherwise attempting to
obtain  a  substantial  equity  position  in the equity securities  of,  or
seeking to obtain control of, the Company.   To  the  extent  any potential
acquirors  are  deterred  by the Rights, the Rights may have the effect  of
preserving incumbent management in office.

          A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as  an  exhibit  to the Company's

                                       4


Current Report on Form 8-K  dated March 19, 1997 and is incorporated herein
by reference.  The  foregoing  summary  description  of the rights does not
purport  to  be  complete  and is qualified in its entirety by reference to
such exhibit.

ITEM 2    EXHIBITS

     1.   Rights Agreement dated as of March  19,  1998  between  Churchill
Downs Incorporated and Bank of Louisville as Rights Agent, which includes as
Exhibit A the Form of Articles of Amendment and as Exhibit  B  the  Form of
Right Certificate, incorporated  herein  by reference to Exhibit 4.1 of the
Form  8-K of Churchill Downs Incorporated dated March 19, 1998.



                             SIGNATURE

          Pursuant to the requirements of  Section  12  of  the  Securities
Exchange  Act  of  1934,  the  registrant has duly caused this registration
statement  to be signed on its behalf  of  the  undersigned,  thereto  duly
authorized.


                              CHURCHILL DOWNS INCORPORATED



                              By:  \S\  THOMAS H. MEEKER
                                 Thomas H. Meeker, President


Date:  March 19, 1998