1

              As filed with the Securities and Exchange Commission
                             on December 19, 2000
                      Registration No. 333-43502
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------

                                 AMENDMENT NO. 1

                                       TO

                                    FORM S-3
                             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
                                 (502) 636-4400
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)


                           Thomas H. Meeker, President
                          Churchill Downs Incorporated
                               700 Central Avenue
                           Louisville, Kentucky 40208
                                 (502) 636-4400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              Robert A. Heath, Esq.
                           Wyatt, Tarrant & Combs, LLP
                               2800 Citizens Plaza
                           Louisville, Kentucky 40202
                                 (502) 562-7201

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

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]


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THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(A) OF THE
SECURITIES  ACT OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.


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                              Subject to Completion

                                   PROSPECTUS

THE  INFORMATION  IN THIS  PROSPECTUS  WILL BE COMPLETED OR AMENDED.  WE FILED A
REGISTRATION   STATEMENT  RELATING  TO  THE  COMMON  STOCK  WITH  THE  SEC.  THE
INFORMATION IN THIS  PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  THE SELLING
STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SEC BECOMES  EFFECTIVE.  THIS  PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES  AND IT IS NOT  SOLICITING  AN OFFER TO BUY THESE  SECURITIES  IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                          CHURCHILL DOWNS INCORPORATED
                               700 CENTRAL AVENUE
                           LOUISVILLE, KENTUCKY 40208
                                 (502) 636-4400
                         200,000 SHARES OF COMMON STOCK

         Churchill  Downs  Incorporated  common  stock is listed  on the  Nasdaq
National Market under the symbol "CHDN".  As used in this  prospectus,  the term
"Churchill  Downs" means  Churchill  Downs  Incorporated  and its  subsidiaries,
unless the context  indicates a different  meaning,  and the term "common stock"
means Churchill  Downs' common stock. The reported last sale price of the Common
Stock on the Nasdaq National Market was $32.00 per share on December 14, 2000.

         These  shares of common  stock may be sold by TVI  Corp.,  the  selling
stockholder.  If the selling stockholder sells these shares, we will not receive
any part of the proceeds from the sale.  The selling  stockholder  may offer its
shares of common stock  through  public or private  transactions,  on or off the
Nasdaq National Market, at prevailing market prices, or at privately  negotiated
prices.  We will pay all the expenses of the registration of common stock by the
selling  stockholder,   other  than  underwriting   discounts  and  commissions,
brokerage fees and similar  compensation and transfer taxes, if any. We estimate
these expenses will be $32,200.

         The selling  stockholder  obtained  its shares of common stock on April
21, 1998 in connection  with our  acquisition  of a subsidiary  from the selling
stockholder.

         Investing  in the  common  stock  involves  risks.  See "Risk  Factors"
beginning on page 3 of this prospectus.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

         The date of this prospectus is December __, 2000



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                                TABLE OF CONTENTS

                                                                        PAGE

FORWARD-LOOKING STATEMENTS................................................3

RISK FACTORS..............................................................3

WHERE YOU CAN FIND MORE INFORMATION......................................14

THE COMPANY..............................................................16

USE OF PROCEEDS..........................................................16

SELLING STOCKHOLDER......................................................16

PLAN OF DISTRIBUTION.....................................................17

DESCRIPTION OF CAPITAL STOCK.............................................19

LEGAL MATTERS............................................................21

EXPERTS  ................................................................21




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                           FORWARD-LOOKING STATEMENTS

         Information  incorporated by reference or made in this prospectus under
the captions  "Risk  Factors" and elsewhere  contains  various  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Exchange Act of 1934. These statements represent our judgment
concerning  the future and are  subject  to risks and  uncertainties  that could
cause our actual operating results and financial condition to differ materially.
Forward-looking  statements are typically identified by the use of terms such as
"may," "will," "expect,"  "anticipate,"  "estimate" and similar words,  although
some forward-looking  statements are expressed differently.  Although we believe
that  the  expectations   reflected  in  such  forward-looking   statements  are
reasonable,  we can give no assurance  that such  expectations  will prove to be
correct.  Important factors that could cause actual results to differ materially
from our  expectations  are set  forth  under the  caption  "Rick  Factors"  and
elsewhere in this prospectus.

                                  RISK FACTORS

         YOU SHOULD CAREFULLY  CONSIDER THE FOLLOWING FACTORS BEFORE DECIDING TO
INVEST IN OUR COMMON STOCK. THE MOST SIGNIFICANT RISKS AND UNCERTAINTIES WE FACE
ARE  DESCRIBED  BELOW,  BUT THEY ARE NOT THE ONLY  ONES.  ADDITIONAL  RISKS  AND
UNCERTAINTIES  THAT  ARE NOT  PRESENTLY  KNOWN  TO US,  THAT WE  CURRENTLY  DEEM
IMMATERIAL OR THAT ARE SIMILAR TO THOSE FACED BY OTHER COMPANIES IN OUR INDUSTRY
OR BUSINESS IN GENERAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS.

         IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS,  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS COULD BE MATERIALLY AND ADVERSELY  AFFECTED.
IN THIS CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD  DECLINE,  AND YOU MAY
LOSE ALL OR PART OF YOUR INVESTMENT.  OUR ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM  THOSE  ANTICIPATED  IN  FORWARD-LOOKING   STATEMENTS   CONTAINED  IN  THIS
PROSPECTUS AS A RESULT OF VARIOUS RISKS,  INCLUDING  THOSE  DISCUSSED  BELOW AND
ELSEWHERE  IN THIS  PROSPECTUS.  PLEASE  REFER TO  "FORWARD-LOOKING  STATEMENTS"
ABOVE.

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OUR  ACQUISITION  OF  ARLINGTON  INTERNATIONAL  RACECOURSE  POSES  A  NUMBER  OF
SIGNIFICANT RISKS.

On  September  8,  2000   subsidiaries   owned  by  us  merged  into   Arlington
International  Racecourse Inc., Arlington Management Services Inc. and Turf Club
of Illinois Inc.  (referred to as  "Arlington"  or the  "Arlington  Companies"),
subsidiaries  of Duchossois  Industries,  Inc. The Arlington  Companies hold and
operate the  Chicago-area  racetrack and five off-track  betting and pari-mutuel
operations in Illinois.

Under the terms of the  agreement,  we issued 3.15 million  shares of our common
stock upon closing to Duchossois  Industries.  The agreement  also specifies the
issuance  of up to an  additional  1.25  million  shares of our common  stock to
Duchossois  Industries  depending on certain  developments and conditions over a
future period.  Duchossois  Industries has entered into a stockholder  agreement
that provides for  restrictions  on the voting and transfer of the shares of our
common stock received in the transaction.

         FINANCIAL STATUS OF ARLINGTON.  Because the Arlington Companies did not
conduct live racing  operations  during the 1998 and 1999 racing  seasons,  they
have a limited  recent  operating  history  and  future  operating  results  are
uncertain. Arlington suspended its live racing operations as of the close of its
meet in 1997 and only  re-opened  on May 14,  2000.  As a result of this lack of
recent operating history,  there can be no assurance that Arlington will be able
to operate at or above historical levels.

         LITIGATION  REGARDING PROPOSED ROSEMONT CASINO. The Arlington Companies
may lose the right to receive  significant  benefits under Illinois  legislation
presently  being  challenged  in court,  which  would  reduce the  revenues  and
profitability of the Arlington Companies. In 1999, the State of Illinois enacted
legislation which provides significant benefits to Illinois horse racing tracks.
For example, the legislation provides for pari-mutuel tax relief and related tax
credits for Illinois  racetracks.  In  addition,  the  legislation  provides for
subsidies  to Illinois  horse  racing  tracks  from  revenues  generated  by the
relocation  of  a  license  to  operate  a  riverboat  casino  gaming  facility.
Currently, the proposed site for the license is Rosemont,  Illinois, a suburb of
Chicago.  It is not possible to calculate the exact amount of subsidies that the
proposed Rosemont casino will generate if opened;  however,  it is expected that
the subsidies will be substantial.  The Arlington  Companies' share of subsidies
from the  proposed  Rosemont  casino under the 1999  legislation  is expected to
range from $4.6 million to $8.0 million  annually,  based on publicly  available
sources. Of the 4,400,000 shares of common stock to be issued in the mergers, up
to  1,250,000  of the shares  will be issued  only after the  proposed  Rosemont
casino opens and subsidies have been distributed for one year.

The 1999  legislation is currently the subject of a lawsuit  pending in Illinois
state court. This lawsuit alleges that the 1999 legislation is  unconstitutional
under state and federal law because it, among other things, provides for minimum
minority and female ownership  requirements for the proposed relocated riverboat
casino. An Illinois trial court judge has stated that the pending lawsuit raises
a  "fair  question"  as to  the  constitutionality  of the  legislation.  If any
provision of the

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1999 legislation is found  unconstitutional,  the entire 1999 legislation likely
will be voided under Illinois law, with a corresponding loss of tax benefits and
expected subsidies for the Arlington Companies.  In addition,  the owners of the
proposed  Rosemont  casino are  defendants in a federal  lawsuit that  threatens
their  ownership  interests.  This  lawsuit  does  not  raise  a  constitutional
challenge  to the  1999  legislation.  However,  this  lawsuit,  as  well as the
previously  mentioned  lawsuit,  could  indefinitely  delay the  opening  of any
Rosemont casino, with a resulting delay in the expected subsidies for Arlington.

Furthermore,  the subsidies and tax benefits  conferred by the 1999  legislation
could be reduced or eliminated completely by the Illinois  legislature,  even if
the 1999 legislation is not declared  unconstitutional.  Casino gaming and horse
racing  generate  substantial  debate  in the  Illinois  legislature,  and it is
possible  that  legislation  will be  proposed  in the future that would seek to
eliminate  or  reduce  the  benefits  conferred  by the  1999  legislation.  Any
significant  reduction in the benefits  conferred by the State of Illinois could
potentially  reduce the number of live racing dates that Arlington could support
or cause a shutdown of the facility.

         INTEGRATION AND TRANSACTION EXPENSES.  The mergers will result in costs
of integration and transaction expenses that could adversely affect the combined
company's  financial  results.  If the benefits of the mergers do not exceed the
costs  associated  with the  mergers,  including  dilution  to our  shareholders
resulting from the issuance of shares of our common stock in connection with the
mergers,  the combined company's  financial results could be adversely affected.
Although  Churchill  Downs and  Arlington  estimate  that they will incur  total
transaction  costs of  approximately  $1.6 million  associated with the mergers,
actual  costs may  substantially  exceed the  parties'  estimates.  In addition,
unexpected expenses associated with integrating the two companies may arise.

         DILUTION. Our shareholders face dilution as a result of the mergers and
the issuance of shares of common stock to Duchossois  Industries in the mergers.
On a pro forma basis  prepared for periods  during which  Arlington  had no live
racing operations, the closing of the mergers will have a dilutive effect on our
earnings per share for the fiscal year ended  December  31, 1999.  The extent of
dilution to our shareholders  with respect to future earnings per share and book
value per share will  depend on the actual  results  we  achieve  following  the
mergers as compared to the results that we could have  achieved on a stand-alone
basis over the same period in the absence of the mergers.  No  assurance  can be
given as to such future results and, accordingly, as to whether the mergers will
ultimately be dilutive to our  shareholders  with respect to future earnings per
share or book value per share.

         IMPACT ON  CORPORATE  GOVERNANCE.  Our  shareholders  face  dilution of
voting  control  as a result of the  issuance  of shares  of common  stock.  Our
current  shareholders control Churchill Downs through their ability to elect our
Board of Directors and to vote on various  matters  affecting  Churchill  Downs.
Assuming all shares of common stock  issuable  pursuant to the Merger  Agreement
are issued,  Duchossois  Industries will hold approximately  30.7% of our common
stock on a fully diluted basis, after giving effect to the mergers. As a result,
the issuance

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of shares of common  stock in  connection  with the  mergers  has the  effect of
substantially  reducing  the  percentage  voting  interest  in  Churchill  Downs
represented  by a share  of  common  stock  immediately  prior  to such  shares'
issuance.

The substantial ownership of common stock by Duchossois Industries following the
mergers  provides it with the ability to exercise  substantial  influence in the
election  of  directors  and  other  matters   submitted  for  approval  by  our
shareholders.  In the  election  of  directors,  a  shareholder  is  entitled by
Kentucky law to exercise  cumulative voting rights;  that is, the shareholder is
entitled  to cast as many  votes as equals  the  number  of shares  owned by the
shareholder multiplied by the number of directors to be elected and may cast all
such votes for a single  nominee or  distribute  them among the  nominees in any
manner that the shareholder  desires.  In addition,  pursuant to a stockholder's
agreement entered into at the closing of the mergers,  Duchossois Industries has
the right to initially  designate three individuals for election to our Board of
Directors,  and it will  have the right to  designate  a fourth  individual  for
election  to our Board of  Directors  if the  additional  1,250,000  shares  are
issued.  The  stockholder's  agreement  contains  restrictions on the ability of
Duchossois  Industries  to vote its  shares  of  common  stock,  but  there  are
exceptions to the  restrictions  which allow  Duchossois  Industries to vote its
shares in its own self-interest. In such situations, Duchossois Industries would
have a substantial  influence  over the result of any such matter  submitted for
approval by our shareholders.

         RESALES OF COMMON STOCK. We will issue up to 4,400,000 shares of common
stock, or  approximately  30.7% of our  outstanding  shares of common stock on a
fully diluted basis,  after giving effect to the mergers,  as the  consideration
for the merger  transaction with the Arlington  Companies.  All of the shares of
common stock  proposed to be issued will be considered  "restricted  securities"
under federal and state securities laws.  Consequently,  the  transferability of
such  shares by their  holders  will be limited  during the two years  following
their date of issuance,  and will remain  limited  thereafter to the extent such
shares are held by our affiliates.  In addition,  pursuant to the  stockholder's
agreement,  the  transferability  of the  shares of common  stock is  restricted
beyond the limits imposed by federal and state  securities  laws.  However,  the
holders of the shares are permitted to transfer shares to some degree.  Sales of
common stock as permitted by the stockholder's  agreement could adversely affect
the prevailing market price of our common stock.

THE  SIGNIFICANT  COMPETITION  WE  FACE  FROM  OTHER  GAMING  AND  ENTERTAINMENT
OPERATIONS COULD DECREASE OUR REVENUES AND PROFITS.

We operate in a highly competitive  industry.  We compete for patrons with other
sports, entertainment and gaming operations, including land-based, riverboat and
cruise ship casinos, and state lotteries.  Competition in the gaming industry is
likely to increase due to limited opportunities for growth in new markets. If we
lose  customers  for any reason,  including  the factors  discussed  below,  our
revenues and profits may decrease.

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         CHALLENGES FACING HORSE RACING. Nationally, fewer patrons are attending
and wagering at live horse races. We believe this decline has resulted primarily
from  competing  forms  of  entertainment  and  gaming  and  from an  increasing
unwillingness  of customers to travel a significant  distance to racetracks,  in
part due to the  availability of off-track  wagering.  Because of the decline in
on-track attendance and wagering,  racetracks  increasingly rely on simulcasting
and off-track  wagering.  The industry-wide  focus on simulcasting and off-track
wagering has increased  competition  among racetracks for outlets for their live
races. A decline in consumer  interest in horse racing, a continued  decrease in
on-track  attendance  and wagering or  increased  competition  in the  simulcast
wagering market could lower our revenues and profits.

         RIVERBOAT  AND  CRUISE  SHIP  CASINOS.  We  directly  compete  with the
riverboat  and cruise ship casinos  that  operate near our wagering  facilities.
There are currently five Indiana-based and one Illinois-based  riverboat casinos
on the Ohio River bordering  Kentucky.  An additional  riverboat  casino located
approximately  70 miles from our  facilities  in Louisville is expected to begin
operating in 2000.  In November  1998,  the world's  largest  riverboat  casino,
licensed  to  RDI/Caesars,  began  operating  approximately  10  miles  from the
Churchill Downs racetrack and Louisville  Sports  Spectrum.  We experienced some
decreases  in  attendance  and  pari-mutuel  wagering at the  Louisville  Sports
Spectrum during 1999 as compared to 1998. However, we experienced an increase in
pari-mutuel   wagering  on  Churchill   Downs  races  during  the  same  period.
Independent industry and academic studies suggest,  however,  that the Churchill
Downs  racetrack  could  experience a material  adverse impact on attendance and
wagers when the  RDI/Caesars  riverboat is  operating  at full  capacity and has
established itself in the market. Our Merrillville Sports Spectrum has also been
adversely  affected by casino  riverboats  operating in Indiana on Lake Michigan
and in  Illinois  near  Chicago.  Arlington  Park  faces  competition  from four
riverboat   casino   operations  in  northeastern   Illinois,   and  several  in
northwestern  Indiana  that  service the Chicago  market.  There are also Indian
gaming operations in Wisconsin which have drawn from the Chicago market as well.
Two  additional  gaming  operations  have been  proposed in Wisconsin  along the
Illinois border. An additional  Chicago-area  riverboat  operation is pending in
Rosemont,  Illinois,   approximately  twelve  miles  from  Arlington  Park.  The
increased  competition  from these  additional  gaming  operations  serving  the
Chicago  market could  adversely  affect our  revenues and profits.  Calder Race
Course faces  competition  from  Miami-area  cruise ships that permit  off-shore
gambling.  Increased  competition  from casinos  operating in our markets  could
lower our revenues and profits.

         LAND-BASED  CASINOS.  Several  Native  American  tribes in Florida have
expressed  interest in opening  casinos in southern  Florida which could compete
with Calder Race Course.  Recently,  the Pokagon Band of the  Potawatomi  Indian
Tribe  expressed  interest in  establishing a land-based  casino in northeastern
Indiana or southwestern Michigan. The State of Michigan has approved the Pokagon
Band's  proposal  to  develop  a  casino  in New  Buffalo,  Michigan,  which  is
approximately  45 miles from our  Merrillville  facility.  Card club  casinos in
California compete with our operations and the California  legislature  recently
adopted  legislation  that  authorizes  Native  Americans  to  open  casinos  in
California.  Increased  competition  from these casinos could lower our revenues
and profits.

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         STATE LOTTERIES.  We face significant competition from state lotteries.
State  lotteries  benefit  from  numerous  distribution  channels,  ranging from
supermarkets to convenience stores, and from frequent and extensive  advertising
campaigns.  We do  not  have  the  same  access  to  the  gaming  public  or the
advertising resources available to state lotteries.

         ON-LINE AND INTERNET  BETTING.  We face  significant  competition  from
gaming companies that operate on-line and Internet-based gaming services.  These
services allow patrons to wager on a wide variety of sporting  events from home.
Unlike most on-line and Internet-based  gaming companies,  our business requires
significant and ongoing capital  expenditures  for both its continued  operation
and expansion.  We cannot offer the same number of gaming options as on-line and
Internet-based  gaming companies.  We also face  significantly  greater costs in
operating  our business  compared to these gaming  companies.  The  inability to
compete  successfully  with on-line and  Internet-based  gaming  companies could
lower our revenues and profits.

OUR GAMING ACTIVITIES ARE EXTENSIVELY REGULATED.

         LICENSING.  The operation of gaming  facilities is subject to extensive
state and local  regulation.  We depend on continued state approval of legalized
gaming in states where we operate.  Our wagering and racing facilities must meet
the licensing  requirements  of various  regulatory  authorities,  including the
Kentucky Racing  Commission,  the Indiana Horse Racing  Commission,  the Florida
Department  of Business  and  Professional  Regulation  Division of  Pari-Mutuel
Wagering,  the California  Horse Racing Board and the Illinois  Racing Board. As
part  of  this  regulation,  licenses  to  conduct  live  horse  racing  and  to
participate  in simulcast  wagering are granted  annually.  The Churchill  Downs
racetrack  and Ellis Park  compete  with the other  racetracks  in Kentucky  for
racing dates.  Although state law requires that the Kentucky  Racing  Commission
consider and seek to preserve each racetrack's  customary live race dates, there
can be no guarantee that the number of racing days each track  receives,  or the
dates in which racing can occur, will not vary from year to year.

In  California,  licenses to conduct  Thoroughbred  racing and to participate in
simulcasting  are  approved  annually  by the  California  Horse  Racing  Board.
Although  generally  there is no  substantial  change  from  year to year in the
racing dates awarded to each  racetrack,  there is no assurance  that such dates
will not vary from year to year.

In Florida,  the Division of Pari-Mutuel  Wagering  approves annual licenses for
Thoroughbred,  Standardbred  and  Quarter  Horse  races.  Tax  laws  in  Florida
currently  discourage the three  Miami-area  racetracks in Florida from applying
for licenses for race dates outside of their  traditional  racing season,  which
currently  do not overlap.  Effective  July 1, 2001,  a new tax  structure  will
eliminate  this  deterrent.  Accordingly,  Calder  Race  Course may face  direct
competition from other Florida racetracks in the future.  This competition could
lower our revenues and our profits.

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Hoosier  Park is  currently  the only  facility  licensed to conduct  live horse
racing in Indiana.  The Indiana  Horse Racing  Commission  has the  authority to
grant additional  licenses to conduct live horse racing. If additional  licenses
are granted,  the number of live racing days  allocated to Hoosier Park could be
reduced,  or we could compete  directly  with the new tracks  depending on their
location.  Additional  licensed facilities would also compete with our off-track
wagering  facilities  and would  receive a portion of the  subsidy we  currently
receive from the admission fee charged on Indiana  riverboats.  Any reduction in
the number of live racing dates or the presence of a new track in Indiana  could
significantly  limit the number of races we conduct or could significantly lower
our revenues and profits. In August of 2000, the Indiana Horse Racing Commission
denied the request of a group of  investors  who sought to build a  Standardbred
racetrack  in  Lawrence,  Indiana, but  there is no  assurance  that  additional
proposals for other racetracks will not be made in the future. The addition of a
second racetrack in Indiana could potentially impact Hoosier Park's share of the
riverboat  admissions  revenue,  create an increase in competition in the market
and reduce the  quality of racing.  The  addition  of a second  racetrack  could
result in an adverse impact on long term profitability of the facility.

In Illinois,  the Illinois Racing Board awards annual licenses for  thoroughbred
and standardbred race meets in September for the following year.  Arlington Park
and the other five  racetracks  in Illinois  compete for an  allocation  of race
dates and related host track simulcast opportunities.  The Racing Board has wide
discretion  in awarding  race dates,  and there is no assurance  that race dates
will not vary from year to year.

To date, we have obtained all governmental licenses, registrations,  permits and
approvals necessary for the operation of our gaming facilities.  However, we may
be  unable  to  maintain  our  existing  licenses.  The  loss  of our  licenses,
registrations,  permits or approvals may materially limit the number of races we
conduct and could lower our revenues and profits.

         EFFECT ON OUR BUSINESS STRATEGY. Any expansion of our gaming operations
will likely require  various  additional  licenses,  registrations,  permits and
approvals.  The approval process can be time-consuming  and costly, and there is
no assurance of success. The high degree of regulation of the gaming industry is
a  significant  impediment  to our growth  strategy,  especially  in the area of
interactive home wagering, known as telephone account wagering. Account wagering
allows  customers  to  wager on  racing  from  their  homes  via a  closed  loop
subscriber-based  system,  such as the Television Games Network ("TVG").  Though
state account wagering  legislation is increasing,  currently it is specifically
authorized  in only 10 states.  Unless more states  change  their laws to permit
account  wagering,  our expansion  opportunities in this market will be limited.
The Internet Gambling Prohibition Act (S.692/H.R.3125),  which  sought to impose
criminal  penalties for  conducting  wagering  over the  Internet,  but included
exceptions for certain types of pari-mutuel wagering,  was introduced during the
106th Congress and passed by the Senate,  but the legislation  died in the House
of Representatives.

         NATIONAL  GAMBLING  IMPACT STUDY  COMMISSION.  Congress  established  a
National  Gambling Impact Study Commission to study  comprehensively  the social
and economic  impact


                                        9


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of gambling in the United States. The National  Commission reported its findings
and   conclusions,   together   with   recommendations   for   legislative   and
administrative actions, on June 18, 1999. In its report, the National Commission
concluded that the gambling industry should be closely regulated and recommended
"a  pause in the  expansion  of  gambling,"  including  in the area of  Internet
gaming,  to allow time for assessment of the costs and benefits of the industry.
Although  the  recommendations  of the National  Commission  could result in the
enactment of new laws or the adoption of new  regulations  which could adversely
impact Churchill Downs and the gaming industry in general, we are unable at this
time to determine the ultimate effect of the recommendations. Representatives of
the United States  Department  of Justice have also recently  expressed the view
that the existing simulcast  practices of the industry could create issues under
current Federal law.

         TAXATION.   We  believe  that  the  prospect  of  raising   significant
additional  revenue is one of the  primary  reasons  that  jurisdictions  permit
legalized gaming. As a result, gaming companies are subject to significant taxes
and fees in  addition  to  normal  federal,  state and local  income  taxes.  We
currently pay a significant amount of gaming related taxes and fees. These taxes
and fees  could  increase  at any  time.  From  time to time,  legislators  have
proposed  the  imposition  of a  federal  tax  on  gross  gaming  revenues.  Any
additional  taxes  could  materially  lower  the   profitability  of  the  taxed
operations.

HOOSIER PARK DEPENDS ON A SUBSIDY FROM RIVERBOAT CASINO ADMISSIONS IN INDIANA.

The Indiana horse racing industry  currently  receives a $0.65 subsidy from each
$3.00 admission ticket to Indiana riverboat casinos.  Hoosier Park benefits from
this subsidy in a variety of  different  ways.  Indiana law  requires  that this
subsidy  be  spent  as  follows:  40% for  purse  expenses;  30%  for  racetrack
operators;  20% for breed development;  and 10% for industry promotions.  As the
only racetrack in Indiana, Hoosier Park receives all of the subsidy allocated to
purse expenses,  racetrack operators and industry promotions.  In November 1999,
the Company and the Indiana  Horse  Racing  Commission  agreed to a $6.8 million
annual limit on Hoosier Park's share of the subsidy.  In 1999, the amount of the
racetrack  operator  subsidy  allocated to Hoosier Park was  approximately  $7.4
million.  If the  Indiana  Horse  Racing  Commission  grants  a  license  for an
additional  racetrack,  our portion of the direct subsidy would be reduced.  The
Indiana  legislature has considered  reducing or eliminating the subsidy.  It is
likely that  additional  legislation  seeking to reduce or eliminate the subsidy
will be brought  before the  legislature  in the future.  Any  reduction  in the
subsidy or the approval of additional  racetracks could significantly reduce the
funding  from the subsidy for our  operations  at Hoosier  Park and  potentially
reduce the number of live racing dates that we could support or cause a complete
and permanent shutdown of the facility.

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  13



WE MAY NOT BE ABLE TO ATTRACT QUALITY HORSES AND TRAINERS.

To provide high quality horse  racing,  we must attract the country's top horses
and trainers by offering  competitive  purses. Our success in attracting the top
horses and trainers largely depends on our ability to offer competitive  purses.
The number of top horses available for racing is affected by a range of factors,
including the market for race horses and the number of foals born each year. Any
decline in the number of suitable race horses could  prevent us from  attracting
top horses and trainers and may require us to reduce the number of live races we
present. A reduction in suitable race horses could force us to increase the size
of our purses or other  benefits we offer,  to conduct  fewer races or to accept
horses of a lower quality.

WE MAY NOT BE ABLE TO EXECUTE OUR ACQUISITION STRATEGY.

We intend to pursue an aggressive growth strategy, largely through acquisitions.
The  expansion  of our  operations  through  acquisitions  depends  on  numerous
factors,  including our ability to identify potential  acquisition  targets,  to
negotiate acceptable acquisition terms and to obtain the necessary financing. In
pursuing  our growth  strategy,  we will  compete for  acquisition  targets with
gaming companies with significantly greater capital resources.  We may be unable
to identify additional acquisition candidates, obtain the necessary financing or
successfully  bid  for  any  potential   acquisition   target.  Any  failure  to
successfully  execute our  acquisition  strategy could prevent us from achieving
our strategic business initiatives.

WE MAY EXPERIENCE  DIFFICULTY  INTEGRATING  ACQUIRED BUSINESSES AND MANAGING OUR
OVERALL GROWTH.

The  integration  into our  operations  of acquired  businesses  will  require a
significant   dedication  of  management  resources  and  an  expansion  of  our
information  systems.  This dedication may distract us from day-to-day business.
These acquisitions have significantly  expanded, and are expected to continue to
expand,  our  operations.  We may not be able to manage  effectively  the larger
operations.  We plan to continue pursuing expansion opportunities.  We will face
continuing  challenges in managing and integrating  other gaming operations that
we may  acquire  in the  future,  particularly  in  identifying  and  recruiting
talented  managers  for our new  facilities.  These  factors  may result in less
efficient and more costly operations as well as a failure of management to focus
on important issues.

In particular, the integration of our operations with Arlington may be difficult
and lead to adverse  effects.  Realization  of the  anticipated  benefits of the
Arlington mergers will depend in part on whether we can integrate the operations
of Arlington in an efficient and effective manner.  Successful  integration will
require combining the companies' respective:

    - management cultures;

    - strategic goals; and

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    - business development efforts.

We may not accomplish this integration  smoothly or successfully.  The diversion
of the  attention  of  management  to the  integration  effort  could  cause the
interruption  of, or a loss of momentum in, the  activities of either or both of
the  companies'  businesses.   Furthermore,  employee  morale  may  suffer,  and
Churchill  Downs and Arlington may have  difficulties  retaining key  managerial
personnel.  If the  combined  company is unable to address any of the  foregoing
risks, it could materially harm the combined  company's  business and impair the
value of the combined company's stock.

WE MAY NOT BE ABLE TO  COMPLETE  EXPANSION  PROJECTS  ON TIME,  ON  BUDGET OR AS
PLANNED.

We may seek to further  develop our  racetracks  and  possibly  expand our other
gaming  properties.   Numerous  factors,   including  regulatory  and  financial
constraints,  could cause us to alter,  delay or abandon our existing  plans. We
may not  successfully  complete any currently  contemplated or future  expansion
projects.  If we proceed to develop our facilities,  we face numerous risks that
could  require  substantial  changes  to our  plans,  including  time  frames or
projected  budgets.  These  risks  include  the  ability to secure all  required
permits  and the  resolution  of  potential  land use  issues,  as well as risks
typically associated with any construction project, including possible shortages
of materials or skilled labor, unforseen engineering or environmental  problems,
work stoppages,  weather  interference and unanticipated cost overruns.  Even if
completed, our expansion projects may not be successful.

WE EXPERIENCE SIGNIFICANT SEASONAL FLUCTUATIONS IN OPERATING RESULTS.

We experience significant fluctuations in quarterly and annual operating results
due to seasonality  and other  factors.  We have a limited number of live racing
days at our  racetracks,  and the number of live racing days varies from year to
year.  The number of live racing  days we have  directly  affects our  operating
results.  A  significant  decrease in the number of live races could  materially
lower our revenues and profits.  Our live racing  schedule also dictates that we
earn a  substantial  portion of our net  earnings in the second  quarter of each
year, when the Kentucky Derby and the Kentucky Oaks races usually are run on the
first weekend in May. In 2000, these races accounted for approximately  11.5% of
on-track  pari-mutuel wagering at the Churchill Downs racetrack and 31% of total
on-track attendance during the Spring Meet at the Churchill Downs racetrack.

OUR BUSINESS DEPENDS ON PROVIDERS OF TOTALISATOR SERVICES.

In  purchasing  and selling our  pari-mutuel  wagering  products,  our customers
depend on information provided by United Tote Company,  Autotote Services,  Inc.
and AmTote International,  Inc. These totalisator companies provide the computer
systems that  accumulate  wagers,  record sales,  calculate  payoffs and display
wagering data. These are the only three

                                       12


  15



vendors that provide this service in North America. The loss of any one of these
vendors as a provider of this critical  service would decrease  competition  and
could result in an increase in the cost to obtain these services.  Additionally,
the failure of  totalisator  companies to keep their  technology  current  could
limit our ability to serve patrons effectively or develop new forms of wagering.
Because of the highly  specialized  nature of these services,  replicating these
totalisator services would be expensive.

WE MAY BE HELD  RESPONSIBLE  FOR  CONTAMINATION,  EVEN IF WE DID NOT  CAUSE  THE
CONTAMINATION.

Our  business is subject to a variety of federal,  state and local  governmental
laws and  regulations  relating to the use,  storage,  discharge,  emission  and
disposal of hazardous materials. In addition, environmental laws and regulations
could  hold us  responsible  for the cost of  cleaning  up  hazardous  materials
contaminating  real  property  that we own or operate or  properties at which we
have   disposed  of  hazardous   materials,   even  if  we  did  not  cause  the
contamination.  We  believe  that  we  are  currently  in  compliance  with  the
applicable environmental laws and have no material cleanup obligations. However,
if we fail to comply with  environmental laws or if contamination is discovered,
a court or government  agency could impose severe  penalties or  restrictions on
our operations or assess us with the costs of taking remedial actions.

WE DEPEND ON KEY PERSONNEL.

We are highly dependent on the services of Thomas H. Meeker, President and Chief
Executive  Officer,  John R. Long,  Executive Vice President and Chief Operating
Officer,  and Robert L. Decker,  Executive  Vice  President and Chief  Financial
Officer.  If we lose the services of any of these  individuals,  our  operations
could be  disrupted.  We have entered into  employment  agreements  with Messrs.
Meeker and Decker.

OUR STOCK PRICE IS VOLATILE.

The market price of our stock has been volatile and may continue to be volatile.
Fluctuations  in our operating  profits,  our  announcement  of new wagering and
gaming opportunities,  the passage of legislation affecting racing or gaming and
developments  affecting  the  racing or  gaming  industries  generally  may have
significant effects on the market price of our stock.  Moreover,  the historical
daily  volume of shares of our stock  traded has been low, so  relatively  small
changes in daily trading  volume may  significantly  affect our stock price.  In
addition,  publicly held racing  companies  have  experienced  price and trading
volume  fluctuations  that  are  often  unrelated  to the  particular  company's
financial  conditions  or operating  results.  A shift in market  valuations  of
publicly held racing or gaming companies could adversely affect the market price
of our common stock, regardless of our financial condition or operating results.

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  16



THE  SUBSTANTIAL  NUMBER OF SHARES THAT WILL BE ELIGIBLE  FOR SALE IN THE FUTURE
MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

Sales of a substantial number of shares of our common stock in the public market
following  this offering could  adversely  affect the market price of our common
stock.

CERTAIN  PROVISIONS  OF OUR  CHARTER,  OUR BYLAWS AND OTHER  FACTORS MAY INHIBIT
TAKEOVERS.

Several  factors  could  inhibit an  acquisition  of Churchill  Downs by a third
party. Our amended and restated articles of incorporation provide that the board
of directors is to consist of three approximately equal classes of directors, of
which one class is  elected  annually.  Directors  on our board each serve for a
term of three  years.  This  staggered  term  structure  hinders  the ability to
acquire control through a proxy contest.  Our bylaws limit a shareholder's right
to call special meetings.  The bylaws also require advance notice of shareholder
nominations  for  directors  and  shareholder  proposals to be considered at our
annual meeting. These provisions in the articles and bylaws limit the ability of
shareholders  to take actions that would  facilitate an acquisition of Churchill
Downs.  We also  have a  shareholder  rights  plan.  This  plan is  designed  to
discourage  third  parties from trying to acquire  Churchill  Downs  without the
consent  of its  board  of  directors.  All of  these  factors  may make it more
difficult  for a third person to acquire,  or may  discourage a third party from
trying to acquire,  our stock.  This could  limit the price that some  investors
might be willing to pay for our common stock.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other  information  with the SEC.  You may read and copy any document we file at
the SEC's Public  Reference  Room at 450 Fifth Street,  N.W.,  Washington,  D.C.
20549 and at the  Regional  Offices  of the SEC at 7 World  Trade  Center,  13th
Floor,  New York, New York 10048 and Citicorp  Center,  500 West Madison Street,
Suite 1400,  Chicago,  Illinois 60601. Please call the SEC at 1-800-SEC-0330 for
further  information on the public  reference rooms. The SEC maintains a site on
the World Wide Web at  http://www.sec.gov  that  contains  our SEC  filings  and
reports,  proxy and  information  statements,  and other  information  regarding
registrants.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this  prospectus,  and  information  that we file later
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
will  make  with  the SEC  under  Sections  13(a),  13(c),  14 or  15(d)  of the
Securities Exchange Act of 1934:

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  17



         1.    Annual Report on Form 10-K for the fiscal year ended December 31,
1999 and the  portions  of the  Company's  Proxy  Statement  for the 2000 Annual
Shareholders' Meeting that we incorporated by reference into the 10-K;

         2.    Quarterly  Reports  on  Form  10-Q  for the fiscal quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000;

         3.    Current  Reports  on  Form 8-K  filed  February 28, 2000, May 10,
2000,  June 23,  2000,  July 27, 2000 (as amended on Form 8-K/A filed  August 8,
2000),  July 28,  2000,  September  21,  2000 (as  amended on Form  8-K/A  filed
November 21, 2000) and October 26, 2000;

         4.    Current Reports on Form 8-K/A filed April 29, 1999 (as amended by
Form 8-K/A filed June 18, 1999) and September 23, 1999 (as amended by Form 8-K/A
filed November 24, 1999) and the portions of the Company's Proxy Statement for a
Special  Meeting of  Shareholders  held  September  8, 2000  under the  captions
"Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Financial
Statements of Arlington International";

         5.    The  description  of  the  Company's  Common Stock, no par value,
contained in the Current  Report on Form 8-K dated  December  14, 1998,  and any
amendment or report filed for the purpose of updating such description; and

         6.    The description of the Company's Preferred Share Purchase  Rights
contained in the  Company's  Registration  Statement on Form 8-A filed March 20,
1998  pursuant to Section  12(g) of the 1934 Act, as amended on Form 8-A/A filed
June 30, 2000 and Form 8-A/A filed September 14, 2000.

You may request a copy of these  filings,  at no cost, by writing or telephoning
us at the following address:

                 Chantelle Kammerdiener
                 Director of Investor Relations
                 Churchill Downs Incorporated
                 700 Central Avenue
                 Louisville, Kentucky  40208
                 (502) 636-4400

This  prospectus is part of a registration  statement we filed with the SEC. You
should  rely  only  on the  information  or  representations  provided  in  this
prospectus. We have authorized no one to provide you with different information.
These  securities are not offered in any state where the offer is not permitted.
You should not assume that the  information in this prospectus is accurate as of
any date other than the date on the front of the document.

                                       15


  18




                                   THE COMPANY

         We  are a  leading  pari-mutuel  horse  racing  company  and a  leading
provider of live racing  programming  content for the growing simulcast wagering
market.  We currently  simulcast our races to over 1,000  locations in 41 states
and  nine  countries.  We  operate  six  racetracks  and nine  remote  simulcast
facilities  that accept wagers on our races as well as on races  simulcast  from
other locations.  Our flagship  operation,  the Churchill Downs  racetrack,  has
conducted  Thoroughbred  racing  continuously since 1875, and is internationally
known as home of the Kentucky Derby. Through our subsidiary, Hoosier Park, L.P.,
we are the majority  owner and  operator of Hoosier  Park in Anderson,  Indiana,
which conducts  Thoroughbred,  Quarter Horse and Standardbred  horse racing.  In
February  2000,  we entered  into an  agreement  to sell 26% of our  interest in
Hoosier Park,  which would leave us with a 51%  interest.  The proposed sale was
disapproved  by the Indiana Horse Racing  Commission in August,  2000. In April,
1998, we acquired from the selling  stockholder  Racing  Corporation of America,
which owns through a subsidiary  Ellis Park Race Course in Henderson,  Kentucky.
In April, 1999, we acquired Calder Race Course in Miami,  Florida. In September,
1999, we acquired  Hollywood  Park  Racetrack  and the Hollywood  Park Casino in
Inglewood,  California. In September, 2000, subsidiaries owned by us merged into
the Arlington Companies.

         Churchill  Downs was organized as a Kentucky  corporation  in 1928. Our
principal  executive offices are located at Churchill Downs, 700 Central Avenue,
Louisville,  Kentucky 40208, and our telephone number is (502) 636-4400. Our web
site address is www.kentuckyderby.com.

                                 USE OF PROCEEDS

         All net  proceeds  from any  sale of the  common  stock  will go to the
selling stockholder. Accordingly, we will not receive any proceeds from the sale
of the common stock.

                               SELLING STOCKHOLDER

         The selling stockholder is TVI Corp. The selling  stockholder's address
is 24100 Chagrin Blvd., Suite 340,  Beachwood,  Ohio 44122.  Pursuant to a Stock
Purchase Agreement dated March 28, 1998, between us and the selling stockholder,
and an Agreement and Plan of Merger dated April 17, 1998 by and among  Churchill
Downs,  our  wholly-owned   subsidiary  RCA  Acquisition   Company,  and  Racing
Corporation  of America,  we issued  200,000  shares of our common  stock to the
selling  stockholder  and  paid  the  selling  stockholder  a  cash  payment  of
$17,150,000  for  the  selling  stockholder's   wholly-owned  subsidiary  Racing
Corporation  of  America.  Pursuant  to the  Stock  Purchase  Agreement  and the
Agreement and Plan of Merger, on June 18, 1998 our Board of Directors  appointed
the selling stockholder's President,  Daniel Harrington,  to serve as a director
of Churchill Downs subject to reelection by our shareholders at

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the next annual  meeting of  shareholders.  Mr.  Harrington was reelected at the
June 1999  annual  meeting of  shareholders  for a term  expiring  in 2002.  The
selling  stockholder  holds no other  position  or  office  and has had no other
material  relationship with us (or any of our predecessors or affiliates) within
the past three years.  The selling  stockholder  owned 233,300  shares of common
stock prior to this offering,  or approximately  1.79% of our common stock as of
December 14, 2000, of which 200,000 shares are being offered by this prospectus.
We cannot  estimate  the  amount of the  common  stock  that will be held by the
selling  stockholder  upon  termination  of this  offering,  because the selling
stockholder may offer all, part or none of the common stock it holds pursuant to
the offering  contemplated  by this  prospectus  and because the offering is not
being underwritten on a firm commitment basis.

                              PLAN OF DISTRIBUTION

         In any sale of its shares,  the selling  stockholder  may offer or sell
any or all of its  shares  from time to time (i) to or through  underwriters  or
dealers, (ii) directly to one or more other purchasers,  (iii) through agents on
a  best-efforts  basis,  or (iv) through a combination of these methods of sale.
The selling  stockholder  may also  include  donees or pledgees  selling  shares
received from the selling stockholder after the date of this prospectus.

         The selling  stockholder may sell its shares at various times in one or
more of the following transactions:

         - a block  trade in which a broker or dealer  will  attempt to sell the
         shares as agent but may  position  and resell a portion of the block as
         principal to facilitate the transaction;

         -  purchases  by  a  broker  or  dealer as principal and resale by such
         broker or dealer for its account;

         -  ordinary brokerage transactions and transactions in which the broker
         solicits purchasers.

         Sales may be made on the Nasdaq  National Market or otherwise at prices
and at terms then  prevailing  or at prices  related to the then current  market
price, or in negotiated  transactions.  In effecting  sales,  brokers or dealers
engaged by the selling  stockholder  may arrange for other brokers or dealers to
participate.  Brokers or dealers will receive  commissions or discounts from the
selling  stockholder in amounts to be negotiated prior to the sale. In addition,
any securities covered by this prospectus which qualify for sale pursuant to SEC
Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.

         The selling  stockholder and any  underwriters,  dealers or agents that
participate in the  distribution  of its shares may be deemed to be underwriters
within the meaning of the  Securities Act of 1933, and any profit on the sale of
their shares by them and any discounts, commissions

                                       17


  20



or concessions  received by them may be deemed to be underwriting  discounts and
commissions  under the Securities Act of 1933. The selling  stockholder may sell
its shares  from time to time in one or more  transactions  at a fixed  offering
price, at varying prices determined at the time of sale or at negotiated prices.
Prices will be determined by the selling  stockholder or by an agreement between
the selling  stockholder and underwriters or dealers.  Brokers or dealers acting
in connection with the sale of common stock  contemplated by this prospectus may
receive fees or commissions in connection with stock sales.

         At the time a particular  offer of common stock is made,  to the extent
required by the SEC, a supplement to this prospectus  will be distributed  which
will identify and set forth the following:

         -  the aggregate number of shares of common stock being offered and the
         terms of the offering;

         -  the name or names of any underwriters, dealers or agents;

         -  the   purchase  price  paid  by  any  underwriter  for  the  selling
         stockholder's shares;

         -  any discounts, commissions and other items constituting compensation
         from the selling stockholder;

         -  any  discounts,  commissions  or concessions allowed or reallowed or
         paid to  dealers, including  the proposed  selling price to the public;
         and

         - if the selling  stockholder  notifies  Churchill  Downs that a donee,
         pledgee, transferee or other successor in interest intends to sell more
         than 1,000 shares.

         If necessary,  a supplement  to this  prospectus  and a  post-effective
amendment to the registration statement of which this prospectus is a part, will
be filed with the SEC to reflect the disclosure of additional  information  with
respect to the distribution of the common stock.

         Under  applicable  rules and regulations of the Securities and Exchange
Act of 1934,  any  person  engaged  in a  distribution  of common  stock may not
simultaneously  engage in market  making  activities  with respect to the common
stock for a period  of nine  business  days  prior to the  commencement  of such
distribution.  In  addition  and without  limiting  the  foregoing,  the selling
stockholder and any person  participating in the distribution of its shares will
be subject to applicable  provisions of the  Securities and Exchange Act of 1934
and the rules and regulations  thereunder  including,  without  limitation,  the
rules and regulations  under Regulation M, which provisions may limit the timing
of purchases and sales of the shares by the selling stockholder.

         In order to comply with certain states  securities laws, if applicable,
the selling stockholder will only sell its shares through registered or licensed
brokers or dealers. In certain states, the

                                       18

  21



selling  stockholder may need to register or qualify for sale its shares in that
state, unless an exemption from registration or qualification is available.

                          DESCRIPTION OF CAPITAL STOCK

         Our amended and  restated  articles of  incorporation  authorize  us to
issue up to  50,000,000  shares of common  stock,  no par value per  share,  and
250,000 shares of preferred  stock,  no par value per share.  As of December 14,
2000,  13,015,449  shares of common stock were  outstanding.  The holders of our
common stock have the right to one vote per share on all matters  which  require
their vote,  except that in the  election  of  directors,  each holder of common
stock has as many votes as results from multiplying the number of shares held by
the  shareholder  by  the  number  of  directors  to  be  elected.  Each  common
shareholder  may divide the total number of votes the shareholder is entitled to
cast among the total number of directors to be elected,  or distribute the votes
among any lesser number in any proportions the holder  determines.  The board of
directors is divided into three approximately  equal classes.  Each class serves
for a term of three years, with one class up for election each year.  Subject to
rights of any  preferred  shareholders,  common  shareholders  have the right to
receive any  dividends  that the board of directors  declares.  If we liquidate,
dissolve or wind up our  business,  we will pay our preferred  shareholders,  if
any, before we pay our common shareholders,  subject to the rights of creditors.
We will distribute the remaining available assets to our common shareholders, in
proportion to the number of shares that each common shareholder holds. Shares of
common stock are not  redeemable  and do not have  subscription,  conversion  or
preemptive rights.  There are no redemption or sinking fund provisions available
to the common stock.  All outstanding  shares of common stock are fully paid and
non-assessable.

         The board of  directors  may issue shares of the  preferred  stock from
time to time, in one or more series,  without shareholder approval. The board of
directors   determines  the  designation,   relative  rights,   preferences  and
limitations of each series of preferred  stock.  The issuance of preferred stock
may  delay,  defer or prevent a change in control  of  Churchill  Downs  without
further  action by the  shareholders.  It may also decrease the voting power and
other  rights  of the  holders  of  common  stock  and may  have the  effect  of
decreasing the market price of the common stock. At present, there are no shares
of preferred stock outstanding.

         Under our shareholder  rights plan, which we adopted on March 19, 1998,
we  declared  a  dividend  of  one  preferred  stock  purchase  right  for  each
outstanding  share of common  stock and each share of common  stock issued after
that date. The rights are  transferable  with the common stock until they become
exercisable.  The rights will not be  exercisable  until the  distribution  date
described in the plan. The rights expire on March 19, 2008 unless we redeem them
earlier.  When a right becomes  exercisable,  it entitles the holder to purchase
from us  1/1000th  of a share of  preferred  stock at a  purchase  price of $80,
subject to adjustment in certain circumstances.  Under the rights plan, the plan
distribution  date will not occur until any person or group  acquires or makes a
tender offer for 15% or more of our outstanding common stock.

                                       19


  22



         Until the plan  distribution  date, the rights will be evidenced by the
certificates  for common stock  registered  in the names of holders.  As soon as
practical   following  the  plan  distribution   date,  we  will  mail  separate
certificates  evidencing the rights to common  shareholders  of record.  Until a
right is  exercised,  the holder  has no rights as a  shareholder  of  Churchill
Downs.

         If any person or group acquires 15% or more of our common stock, rights
holders  will be  entitled  to buy,  for the  purchase  price,  that  number  of
1/1000ths  of a  preferred  share  equivalent  to the number of shares of common
stock that at the time have a market  value of twice the purchase  price.  If we
are acquired in a business combination,  rights holders will be entitled to buy,
for the purchase price, that number of shares of the acquiring corporation that,
at the time, have a market value of twice the purchase price.  The board has the
right to redeem the rights in certain circumstances for $0.01 per right, subject
to adjustment.

         In  connection   with  our   acquisition  of  Arlington   International
Racecourse,  we have  amended the terms of the rights plan,  so that  Duchossois
Industries and its shareholders will not be considered an "Acquiring Person" (as
defined in our rights plan) when their beneficial  ownership of our common stock
is subject to, does not violate,  and is in compliance  with, the  Stockholders'
Agreement  dated as of  September  8, 2000  among  Churchill  Downs,  Duchossois
Industries and subsequent signatories thereto.

         The rights plan is designed to protect our shareholders in the event of
unsolicited  offers to  acquire  Churchill  Downs and  other  coercive  takeover
tactics,  which, in the board's  opinion,  would impair its ability to represent
shareholder  interests.  The rights plan may make an  unsolicited  takeover more
difficult or less likely to occur or may prevent a takeover,  even though it may
offer our  shareholders the opportunity to sell their stock at a price above the
prevailing market rate and may be favored by a majority of our shareholders.

         The Kentucky Business  Corporation Act contains a business  combination
statute  which  prohibits  Kentucky  corporations  from  engaging  in a business
combination with a 10% or greater  shareholder or its affiliate or associate for
five years  following the  acquisition of such 10% or greater stake,  unless the
board, by a majority vote of the continuing directors,  approved the combination
prior to the 10% or  greater  acquisition.  If not  previously  approved  by the
board, the 10% or greater shareholder or its affiliate or associate may effect a
business  combination  only after the  expiration of a five year period and then
only  with the  approval  of 80% of the  outstanding  shares  and 66 2/3% of the
outstanding  shares  not  owned  by the 10% or  greater  shareholder,  or if the
aggregate amount of the offer meets certain fair price requirements.

                                       20


  23



                                  LEGAL MATTERS

         Wyatt,  Tarrant  & Combs,  LLP,  Louisville,  Kentucky,  will  issue an
opinion  about  the  legality  of the  shares of common  stock  offered  by this
prospectus for the selling stockholder.

                                     EXPERTS

         The financial  statements  incorporated in this prospectus by reference
to the Annual Report on Form 10-K of Churchill Downs  Incorporated  for the year
ended  December  31, 1999 and the audited  historical  financial  statements  of
Calder Race Course, Inc. and Tropical Park, Inc. incorporated in this prospectus
by reference to Churchill Downs  Incorporated's  Report on Form 8-K/A dated June
18,   1999  have  been  so   incorporated   in   reliance   on  the  reports  of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.

         The combined financial  statements of the Hollywood Park Race Track and
Casino as of December 31, 1998 and 1997,  and for each of the three years in the
period ended December 31, 1998,  incorporated in this prospectus by reference to
Churchill Downs Incorporated's Report on Form 8-K/A dated November 24, 1999 have
been  audited  by Arthur  Andersen,  LLP,  independent  public  accountants,  as
indicated  in their  report with  respect  thereto,  and have been  incorporated
herein in reliance upon the authority of said firm as experts in accounting  and
auditing in giving said report.

         The  combined   financial   statements   of   Arlington   International
Racecourse,  Inc. as of December  31, 1999,  1998 and 1997,  and for each of the
three  years  in the  period  ended  December  31,  1999,  incorporated  in this
prospectus  by  reference to portions of Churchill  Downs  Incorporated's  Proxy
Statement for a Special  Meeting of  Shareholders  to be held September 8, 2000,
have been audited by Arthur Andersen,  LLP,  independent public accountants,  as
indicated  in their  report with  respect  thereto,  and have been  incorporated
herein in reliance upon the authority of said firm as experts in accounting  and
auditing in giving said report.

                                       21


  24



                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

         ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The following table sets forth an itemized statement of all expenses to
be borne by the Company in its registration of the shares registered  hereunder.
The selling  stockholder will be responsible for any and all selling commissions
and  similar  brokerage  charges  in  connection  with  the  sale of the  shares
registered hereunder. All amounts are estimated, except for the SEC registration
fee.

                  SEC registration fee                        $1,205.95
                  Legal Fees and Expenses                     $15,000
                  Accounting Fees and Expenses                $15,000
                  Miscellaneous                               $1,000

                     Total                                    $32,205.95

         ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article  XI of  the  Registrant's  Amended  and  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.

                                      II-1

  25



         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.

         [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.

                                      II-2

  26



         ITEM 16.  EXHIBITS.

    EXHIBIT                          DESCRIPTION OF DOCUMENT

         4.1      Amended and Restated  Articles of Incorporation of the Company
                  are incorporated by reference to Exhibit 3(a) to the Company's
                  Report on Form 10-K for the  fiscal  year ended  December  31,
                  1999.

         4.2      Restated  Bylaws of the Company are  incorporated by reference
                  to  Exhibit  3 of the  Company's  Report  on Form 10-Q for the
                  fiscal quarter ended September 30, 2000.

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

         4.4      Rights  Agreement  dated as of March  19,  1998,  between  the
                  Company and Bank of Louisville is incorporated by reference to
                  Exhibit 4.1 to the Company's  Current Report on Form 8-K filed
                  on  March  20,   1998,   to  Exhibit  4.1  to  the   Company's
                  Registration  Statement  on Form 8-A/A filed on June 30, 2000,
                  and to Exhibit 4.1 to the Company's  Registration Statement on
                  Form 8-A/A filed on September 21, 2000.

         5        Opinion and  Consent of  Wyatt, Tarrant & Combs, LLP as to the
                  legality of the shares  being registered.

         23.1     Consent of PricewaterhouseCoopers LLP.

         23.2     Consent of PricewaterhouseCoopers LLP.

         23.3     Consent of Arthur Andersen LLP.

         23.4     Consent of Arthur Andersen LLP.

         23.5     Consent  of Wyatt, Tarrant & Combs, LLP  (included  in Exhibit
                  5).

         24*      Power of Attorney.

* Previously filed.

ITEM 17.  UNDERTAKINGS.

         The undersigned Company hereby undertakes:

                                      II-3

  27



         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement:

                  (i)     to include any prospectus required by Section 10(a)(3)
                          of the Securities Act of 1933;

                  (ii)    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;
                          and

                  (iii)   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)(i) and (1)(ii)
                          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 Company pursuant to Section 13 or Section 15(d) of
                          the   Securities   Exchange   Act  of  1934  that  are
                          incorporated   by   reference   in  the   registration
                          statement.

         (2)      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.

         (3)      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.

          The  undersigned  Company  hereby  undertakes  that,  for  purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Company'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 the
registration  statement  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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a

                                      II-4

  28



director, officer or controlling person of the Company 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
Company  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  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                      II-5

  29



                                   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-3 and has duly caused this  Amendment
No. 1 to be signed on its behalf by the undersigned,  thereunto duly authorized,
in the City of Louisville, Commonwealth of Kentucky, on December 14, 2000.

                                      CHURCHILL DOWNS INCORPORATED


                                      By /s/ Thomas H. Meeker
                                      ---------------------------------
                                         Thomas H. Meeker, President and
                                         Chief Executive Officer



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  on Form S-3 has  been  signed  below  by the  following
persons on the 14th day of December, 2000 in the capacities indicated:

Signature                                            Title

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

/s/ Robert L. Decker                        Executive Vice President and
- --------------------------                  Chief Financial Officer
Robert L. Decker                            (Principal Financial Officer)


/s/ Michael E. Miller                       Senior Vice President, Finance
- --------------------------                   (Principal Accounting Officer)
Michael E. Miller


         *
Charles W. Bidwill, Jr.                     Director



                                            Director
- --------------------------
Craig L. Duchossois

  30

                                            Director
- --------------------------
Richard L. Duchossois


         *
William S. Farish                           Director


                                            Director
- --------------------------
Robert L. Fealy


         *
J. David Grissom                            Director


         *
Seth W. Hancock                             Director


         *
Daniel P. Harrington                        Director


         *
G. Watts Humphrey, Jr.                      Director


         *
Frank B. Hower, Jr.                         Director


         *
Brad M. Kelley                              Director


         *
Carl F. Pollard                             Director


         *
Dennis D. Swanson                           Director


  31


         *
Darrell R. Wells                            Director



*By: /s/ Rebecca C. Reed
     -------------------
         Rebecca C. Reed,
         Pursuant to Power of Attorney




  32

                                INDEX TO EXHIBITS


 EXHIBITS                    DESCRIPTION                               PAGE

4.1       Amended and Restated Articles of Incorporation of the
          Company are  incorporated  by reference to Exhibit 3(a)
          to the  Company's  Report on Form  10-K for the  fiscal
          year ended December 31, 1999.

4.2       Restated Bylaws of the Company are incorporated by
          reference to Exhibit 3 of the Company's Report on Form 10-
          Q for the fiscal quarter ended September 30, 2000.

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

4.4       Rights Agreement dated as of March 19, 1998, between the
          Company and Bank of Louisville is incorporated by
          reference to Exhibit 4.1 to the Company's Current Report on
          Form 8-K filed on March 20, 1998, to Exhibit 4.1 to the
          Company's Registration Statement on Form 8-A/A filed
          June 30, 2000, and to Exhibit 4.1 to the Company's
          Registration Statement on Form 8-A/A filed on September
          21, 2000.

5         Opinion and Consent of Wyatt, Tarrant & Combs, LLP as to        33
          the legality of the shares being registered.

23.1      Consent of PricewaterhouseCoopers LLP.                          35

23.2      Consent of PricewaterhouseCoopers LLP.                          36

23.3      Consent of Arthur Andersen LLP.                                 37

23.4      Consent of Arthur Andersen LLP.                                 38

23.5      Consent of Wyatt, Tarrant & Combs, LLP (included in
          Exhibit 5).

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

*Previously filed.


  33

                                    EXHIBIT 5

                     OPINION OF WYATT, TARRANT & COMBS, LLP




                                December 18, 2000


CHURCHILL DOWNS INCORPORATED
700 Central Avenue
Louisville, Kentucky 40208

Ladies and Gentlemen:

         We have acted as legal counsel to Churchill  Downs  Incorporated,  Inc.
(the "Company") in connection  with the preparation of a Registration  Statement
on Form  S-3  under  the  Securities  Act of  1933,  as  amended  ("Registration
Statement"),  relating to 200,000 shares of the Company's  common stock,  no par
value  ("Shares"),  and a like number of related Preferred Share Purchase Rights
(the  "Rights")  issued  with  the  Shares,  to be  sold by a  certain  "selling
stockholder."

         We have  examined  and are  familiar  with  the  Amended  and  Restated
Articles of Incorporation,  and Restated Bylaws of the Company,  and the various
corporate  records and proceedings  relating to the  organization of the Company
and the filing of the Registration  Statement.  We have also examined such other
documents and  proceedings  as we have  considered  necessary for the purpose of
this opinion.

         Based on the foregoing, it is our opinion that (i) the Shares have been
validly  issued  and are  fully  paid and  non-assessable  and  (ii) the  Rights
constitute  valid,  binding and legal obligations of the Company (except as such
validity may be limited by bankruptcy,  insolvency, moratorium, or other similar
laws presently or hereafter in effect,  affecting the  enforcement of creditors'
rights generally, and by general and equitable principles which may restrict the
availability or enforceability of rights or remedies,  as to which we express no
opinion).

         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 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  addresses  only the  specific  legal  matters set forth
above.

  34

Churchill Downs Incorporated
December 18, 2000
Page 2


         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement,  and with such state securities  administrators  as may
require  such  opinion of  counsel  for the  registration  of the Shares and the
Rights,  and to the reference to this firm under the heading "Legal  Matters" in
the  Prospectus.  In giving this  consent,  we do not thereby  admit that we are
within the category of persons  whose consent is required  under the  Securities
Act of  1933  or the  rules  and  regulations  of the  Securities  and  Exchange
Commission thereunder.

                                               Very truly yours,

                                               WYATT, TARRANT & COMBS, LLP

                                               /s/ Wyatt, Tarrant & Combs, LLP


  35



                                  EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-3 of our report  dated  February  23, 2000  relating to the
financial  statements  and  financial  statement  schedule,   which  appears  in
Churchill  Downs  Incorporated's  Annual  Report on Form 10-K for the year ended
December  31,  1999.  We also  consent to the  reference to us under the heading
"Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Louisville, Kentucky

December 14, 2000


  36

                                  EXHIBIT 23.2

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


         We  hereby   consent  to  the   incorporation   by  reference  in  this
Registration  Statement  on Form S-3 of our  reports  dated  February  19,  1999
relating to the financial  statements  of Calder Race Course,  Inc. and Tropical
Park, Inc., which appear in Churchill Downs Incorporated's Form 8-K/A dated June
18, 1999. We also consent to the reference to us under the heading  "Experts" in
such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Miami, Florida

December 15, 2000



  37


                                  EXHIBIT 23.3

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this Registration Statement on Form S-3 of our report dated June 9,
1999 on the combined  financial  statements of the Hollywood Park Race Track and
Casino,  which reports appear in Churchill Downs Incorporated's Form 8-K/A dated
November 24, 1999.

/s/ Arthur Andersen LLP

Arthur Andersen LLP
Los Angeles, California
December 14, 2000


  38




                                  EXHIBIT 23.4

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this Registration  Statement on Form S-3 of our report dated May 5,
2000 on the combined financial statements of Arlington International Racecourse,
Inc. and Subsidiaries  and Arlington  Management  Services,  Inc. and Subsidiary
(together referred to as Arlington  International),  included in Churchill Downs
Incorporated's  Proxy Statement for the Special  Meeting of  Shareholders  dated
August 10, 2000.

                                            /s/ Arthur Andersen LLP

Chicago, Illinois
December 14, 2000