SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported):February 23, 2000




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

         Kentucky             0-01469                        61-0156015
(State or other       (Commission File Number)      (IRS Employer Identification
incorporation or                                                  No.)
organization)
                    700  Central  Avenue,   Louisville,  KY  40208  (Address  of
                    principal executive offices)
                                   (Zip Code)

                                 (502) 636-4400
              (Registrant's telephone number, including area code)

                                 Not Applicable
         (Former name or former address, if changed since last report.)







ITEMS 1-4.        Not Applicable.

ITEM  5.          OTHER EVENTS.

                  A copy of a press release is set forth in Exhibit 99.1 to this
                  filing and is incorporated herein by reference.

ITEM 6.           Not Applicable.

ITEM 7.           Financial Statements and Exhibits.

                  (a)  Financial statements of business acquired.
                         Not Applicable.

                  (b)  Pro forma financial information.
                         Not Applicable.

                  (c)  Exhibits.
                        Exhibit 99.1 Press Release dated February 23, 2000.

ITEMS 8-9.         Not Applicable.