<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>cd8kdec02.txt
<DESCRIPTION>CHURCHILL DOWNS
<TEXT>
<PAGE>  1






                                  UNITED STATES
                       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): December 26, 2002


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


           Kentucky                       0-01469                61-0156015
(State or other jurisdiction of  (Commission File Number)      (IRS Employer
        incorporation)                                       Identification No.)


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



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



                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)



<PAGE>  2


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

          In connection  with the issuance by the City of  Louisville,  Kentucky
(the  "City") of an  industrial  revenue  bond  related to the  financing of the
master  plan   redevelopment   project  of  Churchill  Downs  Incorporated  (the
"Company") of its Churchill  Downs  racetrack  facility in Louisville,  Kentucky
(the "Facility"),  on December 26, 2002 the Company  transferred to the City the
real property and improvements and tangible  personal  property of the Facility,
which assets the City then immediately leased back to the Company.  The transfer
by the Company to the City of the Facility assets was for nominal consideration.
Under the lease of the Facility  assets by the Company from the City,  the lease
payments  under the lease will pay the debt  service  on the bond  issued by the
City,  and  the  Company  may  reacquire  from  the  City  the  Facility  assets
transferred  to the City upon  payment of any  amount  owed under the lease plus
$1.00 and the  satisfaction of certain other  conditions set forth in the lease.
The bond issued by the City was  purchased by a  wholly-owned  subsidiary of the
Company.

          A  copy  of  the  press  release  announcing  the  completion  of  the
transaction is attached as Exhibit 99 to this Current Report on Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(a)      Financial statements of businesses acquired.
         Not applicable.

(b)      Pro forms financial information
         Not applicable.

(c)      Exhibits

         2.1  Lease Agreement dated as of January 1 , 2002 by the City
              of Louisville, Kentucky, lessor, and Churchill Downs Incorporated,
              lessee.

         99   Press release issued on December 26, 2002 by Churchill Downs
              Incorporated.

                                        2

<PAGE>  3


                                   SIGNATURES

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    CHURCHILL DOWNS INCORPORATED
                                    (Registrant)



                                     By: /s/ MICHAEL E. MILLER
                                        Michael E. Miller, Chief
                                        Financial Officer

Date:  January 6, 2003



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