SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 8-K/A-2


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): April 21, 1998



                          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
jurisdiction if                                             Identification  No.)
incorporation or
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)












<PAGE>



Explanatory Note:
This  report on Form  8-K/A-2 is being  filed to include  herewith  Exhibit  23,
Consent of Independent Accountants.

ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

        A.     Financial Statements of Business Acquired.


                        Consolidated Financial Statements

                          Racing Corporation of America

                          Year ended December 31, 1997
                       with Report of Independent Auditors


<PAGE>



                          Racing Corporation of America

                        Consolidated Financial Statements

                          Year ended December 31, 1997




                                           Contents

Report of Independent Auditors.................................................1

Audited Consolidated Financial Statements

Consolidated Balance Sheet.....................................................2
Consolidated Statement of Income...............................................4
Consolidated Statement of Stockholder's Equity.................................5
Consolidated Statement of Cash Flows...........................................6
Notes to Consolidated Financial Statements.....................................7





<PAGE>










                                Report of Independent Auditors

Board of Directors
Racing Corporation of America

We  have  audited  the  accompanying   consolidated   balance  sheet  of  Racing
Corporation  of America (a wholly owned  subsidiary of TVI Corp.) as of December
31,  1997,  and the related  consolidated  statements  of income,  stockholder's
equity and cash flows for the year then ended.  These  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated  financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Racing Corporation
of America at December 31, 1997, and the consolidated  results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.


                                                           /s/ Ernst & Young LLP

April 7, 1998



<PAGE>



Racing Corporation of America

Consolidated Balance Sheet

December 31, 1997



Assets
Current assets:

   Cash                                                             $   280,576
   Trade and other receivables                                          291,286
   Prepaid expenses and other current assets                            339,959
                                                                   -------------
Total current assets                                                    911,821

Property and equipment:
   Land and improvements                                              3,247,939
   Buildings and improvements                                        27,092,377
   Equipment, furniture and fixtures                                  4,818,503
                                                                   -------------
                                                                     35,158,819
   Less accumulated depreciation                                     11,384,236
                                                                   -------------
Total property and equipment                                         23,774,583

Deferred income taxes                                                   508,602
Other assets                                                            280,572
                                                                   -------------
Total assets                                                       $ 25,475,578
                                                                   =============


















                                        2


<PAGE>



                          Racing Corporation of America

                           Consolidated Balance Sheet

                                December 31, 1997


 Liabilities and stockholder's equity

Current liabilities:
   Accounts payable and accrued expenses                             $1,852,959
   Income taxes payable to affiliate                                    265,497
   State income taxes payable                                           114,000
   Current portion of long- term debt                                    47,999
   Current portion of debt due to parent company                        280,064
                                                                      ----------
Total Current liabilities:                                            2,560,519



Long-term debt, less current portion                                     54,794
Debt due to parent company, less current portion                        342,008
Deferred income taxes                                                 6,456,002
Other long-term liabilities                                             315,303

Stockholder's equity:
   Preferred stock, $.01 par and $100,000 liquidation value per share:
      Authorized shares- 2,000
      Issued and outstanding shares-185                              18,499,344
   Common stock, $.01 par value:
      Authorized shares- 3,000
      Issued and outstanding shares-100                                        1
   Additional paid-in capital                                        17,861,621
   Accumulated deficit                                              (20,580,082)
   Receivable from former shareholder                                   (33,932)
                                                                    ------------
Total stockholder's equity                                            15,746,952
                                                                    ------------
Total liabilities and stockholder's equity                           $25,475,578
                                                                    ============

  See accompanying notes.







                                        3


<PAGE>



                          Racing Corporation of America

                        Consolidated Statement of Income

                          Year ended December 31, 1997


Mutuel handle:

   On-track                                                        $ 17,215,355
   Intertrack                                                       175,311,008
                                                                    192,526,363

Returned to public                                                  154,021,090
Commonwealth's share                                                  3,800,287
Returned to tracks-
   intertrack wagering                                               20,519,788
                                                                    178,341,165
Net mutuel income                                                    14,185,198

Admissions, concessions and other meeting                             2,251,101
revenue
Rental income                                                         1,464,814
Theater, tours, and other operating revenue                             202,195
                                                                   -------------
Gross revenue                                                        18,103,308

Operating expenses:
   Purses and stakes                                                  6,687,473
   Salary expense                                                     4,041,463
   Meeting expenses                                                   2,218,802
   Other operating expenses                                             563,229
                                                                   -------------
                                                                     13,510,967
Gross profit                                                          4,592,341

   General and administrative                                         2,923,204
   Depreciation and amortization                                      1,037,101
Operating income                                                        632,036

Other income (expense):
   Interest expense                                                     (81,421)
    Loss in investee company                                           (100,000)
   Other                                                                270,509
Income before income taxes                                              721,124

Income tax expense                                                      303,500
                                                                   -------------
Net income                                                         $    417,624
                                                                   =============
  See accompanying notes.
                                        4


<PAGE>



                                Racing Corporation of America

                        Consolidated Statement of Stockholder's Equity
<TABLE>


<S>                               <C>       <C>           <C>           <C>            <C>           <C>
                                                           Additional                   Receivable
                                   Common    Preferred      Paid-In      Accumulated   from former
                                    Stock      Stock        Capital        Deficit      shareholder     Total

Balance at December 31, 1996      $      1  $ 18,499,344  $18,987,621    (20,997,706)  $   (33,932)  $16,455,328
Net income                               -        -            -              417,624         -          417,624
Dividends paid                           1                 (1,126,000)                               (1,126,000)
                                  --------  ------------  ------------  -------------  ------------  -----------
Balance at December 31, 1997      $      1  $ 18,499,344  $17,861,621   $(20,580,082)  $   (33,932)  $ 5,746,952
                                  ========  ============  ============  =============  ============  ===========
</TABLE>

See accompanying notes.


















                                        5




<PAGE>



                          Racing Corporation of America

                      Consolidated Statement of Cash Flows

                          Year ended December 31, 1997


Operating activities

Net income                                                           $  417,624
Adjustments to reconcile net income to cash provided
   by operating activities:
      Depreciation and amortization                                   1,037,101
      Deferred income taxes                                             189,500
      Loss on disposal of property and equipment                         15,800
      Loss in investee company                                          100,000
                                                                     -----------
      Changes in operating assets and liabilities:
         Receivables                                                     79,245
         Prepaid expenses and other current assets                       (1,893)
         Accounts payable and accrued expenses                         (598,190)
                                                                     -----------
Cash provided by operating activities                                 1,239,187

Investing activities
Purchases of property and equipment                                    (282,305)
Proceeds on sale of equipment                                               750
                                                                     -----------
Cash used in investing activities                                      (281,555)

Financing activities
Proceeds from long-term debt                                             65,000
Principal payments on long-term debt                                   (937,163)
Borrowings from affiliated company                                      978,913
Dividends paid to preferred stockholders                             (1,126,000)
Principal payments on notes payable-affiliated                       (1,578,927)
                                                                     -----------
company
Cash used in financing activities                                    (2,598,177)
                                                                     -----------
Decrease in cash                                                     (1,640,545)

Cash at beginning of year                                             1,921,121
                                                                     -----------
Cash at end of year                                                  $  280,576
                                                                     ===========

Supplemental cash flow disclosures:
   Interest paid                                                     $  106,700
                                                                     ===========


 See accompanying notes.
                                        6



<PAGE>



                          Racing Corporation of America

                   Notes to Consolidated Financial Statements

                                December 31, 1997


1. Organization and Accounting Policies

Organization

Racing  Corporation of America and its wholly owned subsidiary,  Ellis Park Race
Course,  Inc. (the Company) is wholly owned by TVI Corp.  (TVI),  a wholly owned
subsidiary of HTV  Industries,  Inc.  (HTV).  The Company is involved in various
activities related to the thoroughbred  racing industry,  including  operating a
training and boarding facility in Lexington,  Kentucky, and a thoroughbred horse
race track in Henderson,  Kentucky.  Intercompany  accounts and transactions are
eliminated in the preparation of these consolidated financial statements.

Use of Estimates

The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts  reported in the consolidated  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

Income Taxes

As the Company is included in the consolidated federal income tax return of HTV,
the amounts  reflected as income taxes payable are due to an  affiliate.  Income
taxes are  accounted  for by the  Company as if it filed a  separate  income tax
return.   Deferred  taxes  are  determined  based  on  differences  between  the
consolidated  financial  statement  and tax basis of assets and  liabilities  as
measured  by the  enacted  tax rate which is  expected  to be in effect when the
differences reverse.

Property and Equipment

Property and equipment has been  recorded at cost.  Depreciation  is provided on
the  straight-line  method  over  the  estimated  useful  lives  of the  assets.
Estimated  useful lives  generally range from 20 to 40 years for buildings and 3
to 10 years for other property and equipment.







                                        7


<PAGE>



                          Racing Corporation of America

             Notes to Consolidated Financial Statements (continued)


1. Organization and Accounting Policies (continued)

Advertising Costs

The Company expenses advertising costs as they are incurred. Advertising expense
was $230,982 and $235,153 for 1997 and 1996, respectively.

2. Debt

Long-term  debt  payable  to banks  and  other  third  parties  consists  of the
following at December 31, 1997:

         Amounts due on various equipment loans with
          interest rates ranging from 8.5% to 13%                   $102,793
         Less Current portion                                         47,999
                                                                  ----------
                                                                   $  54,794

During 1997, the Company's subsidiary entered into an unsecured revolving credit
agreement  with The Citizens  National  Bank of  Evansville  which  provides for
borrowings of up to $2 million at prime plus 2% and had no  outstanding  balance
at December 31, 1997. This revolving credit agreement expires on April 30, 2000.
The credit agreement requires the Company, among other requirements, to maintain
a minimum net worth of $9 million and to have net income of at least $500,000 to
borrow under the credit agreement.

Maturities of long-term debt are as follows:


                         1998                               $    47,999
                         1999                                    19,920
                         2000                                    17,786
                         2001                                    17,088
                                                            -----------
                                                              $ 102,793










                                        8


<PAGE>



                          Racing Corporation of America

             Notes to Consolidated Financial Statements (continued)


3. Leases

The  Company  leases  certain  totalisator   equipment  under  a  noncancellable
operating lease expiring in 1999, which provides for contingent rentals based on
a percentage  of  pari-mutuel  handle in excess of specified  minimums.  Certain
other equipment is also leased under noncancellable operating leases expiring in
various years. Rental expense for all operating leases follows:


                Minimum rental                         $   93,874
                Contingent rentals                        145,369
                                                       ----------
                                                        $ 239,243

Future minimum annual lease payments under noncancellable  operating leases with
initial  or  remaining  terms  of one year or more at  December  31,  1997,  are
approximately $93,874 in each of 1998 through 2000 and $31,291 in 2001.

4. Income Taxes

Income tax expense is comprised of the following:


               Current--State                           $ 114,000
               Deferred--Federal                          189,500
                                                       ----------
                                                        $ 303,500

Income tax expense differs from the normal  statutory  federal income tax on the
Company's pretax income principally due to state income taxes.

Significant components of the Company's deferred tax asset and liability include
differences  between the book basis and the tax basis of property and  equipment
and net operating loss carry forwards.

At December 31, 1997,  the Company has  non-restricted  net operating loss carry
forwards of  approximately  $1.0  million  that expire in the years 2005 through
2006.








                                        9


<PAGE>



                          Racing Corporation of America

             Notes to Consolidated Financial Statements (continued)


5. Transactions with Related Parties

During  October 1997,  the Company  entered into a $665,000 loan  agreement with
TVI. The note bears interest at a rate equal to the  applicable  federal rate as
published  monthly by the IRS  (approximately  6% at December  31,  1997) and is
secured by land and buildings with a net book value of approximately  $5,030,000
at December 31, 1997. For the year ended December 31, 1997, the Company incurred
interest expense of $10,879 associated with this note.

Maturities on this indebtedness are as follows:


                             1998                        $ 280,064
                             1999                          284,369
                             2000                           57,639
                                                       -----------
                                                         $ 622,072

6. Commitments and Contingencies

The Company is a party to certain  claims and  lawsuits  with respect to various
matters.  Although the actual  liability is not  determinable as of December 31,
1997,  the Company  believes that any liability  resulting from all lawsuits and
claims in excess of amounts  already  provided  for,  should not have a material
adverse effect on its financial position.

The Company is liable under a contract with the  Horseman's  Association to make
certain  capital  improvements.  At December 31, 1997, a $413,052  liability was
recorded  for such capital  improvements  ($150,000  of which is  classified  as
current at December 31, 1997).

7. Preferred Stock

The Company issued 185 shares of preferred  stock in 1992 at $100,000 per share.
The  preferred  stock has a $.01 par value per share and a value of $100,000 per
share plus accrued  interest in the event of  liquidation.  The preferred  stock
carries a 6% cumulative  dividend.  The shares are  non-convertible  and have no
voting   rights.   The  Company  paid   dividends  of  $1,126,000  to  preferred
stockholders in 1997. The aggregate amount of cumulative  preferred dividends in
arrears is $5,155,096 at December 31, 1997.






                                       10


<PAGE>




                          Racing Corporation of America

             Notes to Consolidated Financial Statements (continued)


8. Subsequent Event

On March 28, 1998, TVI executed a stock purchase  agreement with Churchill Downs
Incorporated  (Churchill)  whereby  TVI  agreed  to sell all of its  issued  and
outstanding  common and preferred shares of capital stock of Racing  Corporation
of America to Churchill for $22 million.  Management  expects the transaction to
be closed on or before April 30, 1998.

9. Impact of Year 2000 (unaudited)

The Year 2000 Issue is the result of computer  programs  being written using two
digits  rather than four to define the  applicable  year.  Any of the  Company's
computer programs that have time- sensitive  software may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could  result in a system
failure or miscalculations causing disruptions of operations,  including,  among
other things, a temporary inability to process  transactions,  send invoices, or
engage in similar normal business activities.

Based on a recent assessment, the Company determined that it will be required to
modify or replace  significant  portions of its  software  so that its  computer
systems  will  function  properly  with  respect  to dates in the year  2000 and
thereafter.  The Company presently  believes that with modifications to existing
software  and  conversions  to new  software,  the Year 2000 Issue will not pose
significant  operational  problems for its computer  systems.  However,  if such
modifications  and  conversions are not made, or are not completed  timely,  the
Year 2000 Issue could have a material impact on the operations of the Company.

The Company has not estimated the total cost of the Year 2000 project,  but does
not expect the cost to be material to the financial position of the Company.














                                       11


<PAGE>




ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

        B.     Pro Forma Financial Information


                          Churchill Downs Incorporated

                    Unaudited Pro Forma Financial Information


               The following unaudited Pro Forma Condensed  Consolidated Balance
Sheet as of December  31, 1997 was prepared  assuming  that the  acquisition  of
Racing  Corporation  of America  ("RCA") had occurred on December 31, 1997.  The
Unaudited Pro Forma  Condensed  Consolidated  Statement of Earnings for the year
ended December 31, 1997 was prepared  assuming the RCA  acquisition had occurred
on January 1, 1997. The RCA acquisition will be accounted for using the purchase
method of  accounting.  Under  purchase  accounting,  tangible and  identifiable
intangible  assets  acquired  and  liabilities  assumed  are  recorded  at their
respective  fair  values.  The pro forma  adjustments  are based on  preliminary
assumptions of the allocation of the purchase price as discussed in the Notes to
the Unaudited Pro Forma Condensed Consolidated Financial Statements.

        The unaudited pro forma condensed  consolidated financial statements are
based upon and should be read in conjunction  with the  historical  consolidated
financial  statements of Churchill Downs Incorporated  ("CDI") , including notes
thereto,  included  in its report on Form 10-K for the year ended  December  31,
1997 and the historical  consolidated  financial statements of RCA as of and for
the year ended December 31 , 1997,  including  notes  thereto,  included in this
Form 8-K. The unaudited pro forma condensed  consolidated  financial  statements
presented  herein  are  based  on  certain  assumptions,  are for  informational
purposes only and do not  necessarily  reflect  future results of operations and
financial position or what the results of operations or financial position would
have  been  had  such  transaction  occurred  at the  beginning  of  the  period
presented.














                                       12


<PAGE>



            Unaudited Pro Forma Condensed Consolidated Balance Sheet

                                December 31, 1997

<TABLE>

                                   Historical
<S>                                 <C>             <C>              <C>             <C>  <C>
                                  Churchill Downs                     Pro Forma
                                   Incorporated        RCA           Adjustments           Pro Forma
Assets
Current Assets:

   Cash and cash equivalents        $ 9,280,233     $    280,576     $(1,000,000)    6    $  8,560,809
   Accounts receivable                7,086,889          291,286                             7,378,175
   Other current assets                 540,489          339,959                               880,448
                                    -----------     ------------     ------------         -------------
      Total current assets           16,907,611          911,821      (1,000,000)           16,819,432

Other assets                          3,219,290          789,174         (22,400)    4       3,986,064

Plant and equipment, net             63,162,767       23,774,583      (1,977,783)    3      84,959,567

Intangibles,  net                     2,559,140           -            6,965,662     5       9,524,802
                                    -----------     ------------     -----------          -------------

                                    $85,848,808     $ 25,475,578     $ 3,965,479          $115,289,865
                                    ===========     ============     ===========          ============
Liabilities and Stockholders' Equity

Current liabilities
   Accounts payable                 $ 5,732,783     $  1,852,959     $   600,000     6    $  8,185,742
   Accrued expenses                   7,937,575                                              7,937,575
   Dividends payable                  3,658,468                                              3,658,468
   Income taxes payable                 186,642          379,497        (379,497)    1         186,642
   Deferred revenue                   7,344,830                                              7,344,830
   Long-term debt, current portion       79,805          328,063        (280,064)    2         127,804
                                    ------------    ------------     ------------         -------------
      Total current liabilities      24,940,103        2,560,519         (59,561)           27,441,061

Long-term debt, due after
    one year                          2,633,164          396,802        (342,008)    2      18,837,958
                                                                      16,150,000     6
Outstanding mutuel tickets
   (payable  after one year)          1,625,846          315,303                             1,941,149
Deferred compensation                   880,098                                                880,098
Deferred income taxes                 2,377,100        6,456,002        (886,000)    4       7,947,102
Stockholders' equity:
   Preferred stock                                    18,499,344     (18,499,344)    7          -
   Common stock                       3,614,567                1              (1)    7       8,464,567
                                                                       4,850,000     6
   Additional paid in capital                         17,861,621     (17,861,621)    7          -
   Retained earnings (deficit)       49,842,930      (20,580,082)     20,580,082     7      49,842,930
   Note receivable for common
     stock                              (65,000)         (33,932)         33,932     2         (65,000)
                                    ------------    -------------    ------------         -------------
      Total stockholders' equity     53,392,497       15,746,952     (10,896,952)           58,242,497
                                    ------------    -------------    ------------         -------------
                                    $85,848,808     $ 25,475,578     $ 3,965,479)         $115,289,865
                                    ============    =============    ============         =============
</TABLE>
                                       13


<PAGE>




        Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

                             As of December 31, 1997


(1)     To record the elimination of taxes payable not  assumed by CDI.
(2)     To record the elimination of inter company accounts not assumed by CDI.
(3)     To record revaluation  of  property and  equipment acquired to estimated
        fair value.
(4)     To record the revaluation of the deferred tax assets and liabilities to 
        their respective fair values upon occurrence of the acquisition.
(5)     To record the excess  of the purchase price over net assets acquired as 
        goodwill.
(6)     To record the purchase price of the acquisition as follows:


                    Proceeds of line of credit                $16,150,000
                    Cash on hand                                1,000,000
                    Issuance of 200,000
                    shares                                      4,850,000
                       of CDI common stock
                    Liabilities associated with
                       transaction costs                          600,000
                          Total purchase price                $22,600,000

(7)      To eliminate the historical equity of RCA.
(8)     The pro forma  adjustments are based on a preliminary  allocation of the
        purchase price. The actual purchase accounting  adjustments could differ
        based on the final  appraisal  of property and  equipment  and the final
        determination of available elections related to the income tax treatment
        of certain assets acquired and liabilities assumed in the transaction.





















                                       14


<PAGE>



        Unaudited Pro Forma Condensed Consolidated Statement of Earnings
                      For the year ended December 31, 1997

<TABLE>

                                   Historical
<S>                                    <C>              <C>             <C>           <C>   <C>
                                     Churchill Downs                    Pro Forma
                                      Incorporated         RCA          Adjustments   6      Pro Forma
                                       -------------       ----         ------------         ---------



Net Revenues                           $118,907,367     $18,103,308                         $137,010,675

Operating expenses:
     Purses                              39,718,374       6,687,473                           46,405,847
    Other direct expenses                55,705,722       6,823,494     $  477,357    1       63,300,691
                                                                           294,118    3
                                         95,424,096      13,510,967        771,475           109,706,538

      Gross profit                       23,483,271       4,592,341       (771,475)           27,304,137

Selling, general and administrative       9,077,983       3,960,305        174,142    2       12,735,073
                                                                          (477,357)   1
                                       -------------    -----------     -----------          ------------

      Operating income                   14,405,288         632,036       (468,260)           14,569,064

Other income(expense):
   Interest income                          575,084                                              575,084
   Interest expense                        (332,117)        (81,421)    (1,018,000)   4       (1,431,538)
   Miscellaneous income                     325,087         170,509                              495,596
                                       -------------    ------------    -----------         -------------
                                            568,054          89,088     (1,018,000)             (360,858)

Earnings before income tax provision     14,973,342         721,124     (1,486,260)           14,208,206

Federal and state income tax
   provision                              5,824,782         303,500       (524,847)   5        5,603,435
                                       -------------    ------------    -----------         -------------

Net earnings                           $  9,148,560     $   417,624     $ (941,413)         $  8,604,771
                                       =============    ============    ===========         =============

Net earnings per share data:
   Basic                                      $1.25                                                $1.15
   Diluted                                    $1.25                                                $1.14

Weighted average shares
outstanding:
   Basic                                  7,312,052                        200,000             7,512,052
   Diluted                                7,320,670                        200,000             7,520,670

</TABLE>



                                       15


<PAGE>





    Notes to Unaudited Pro Forma Condensed Consolidated Statement of Earnings

                      For the Year Ended December 31, 1997


(1)     To reclassify  depreciation and insurance expense for the Kentucky Horse
        Center to operating expense to be consistent with the CDI classification
        of such expenses.
(2)     To record amortization of goodwill over 40 years.
(3)     To record estimated  incremental  depreciation expense based on the fair
        value of property and  equipment  which will be  depreciated  over their
        estimated remaining useful lives.
(4)     To record  the  estimated  interest  expense  using an  average  6.22 % 
        interest rate on borrowings necessary to finance the acquisition.
(5)     To  provide  estimated  federal  and state  income  tax  reduction  from
        incremental  depreciation  and  interest  expense  using  the  statutory
        federal and state tax rates.
(6)     The pro forma  adjustments are based on a preliminary  allocation of the
        purchase price. The actual purchase accounting  adjustments could differ
        based on the final  appraisal  of property and  equipment  and the final
        determination of available elections related to the income tax treatment
        of certain assets acquired and liabilities assumed in the transaction.





























                                       16


<PAGE>




ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

        C.     Exhibits

               2.1    Stock Purchase Agreement dated as of March 28, 1998 by and
                      between   Churchill  Downs   Incorporated  and  TVI  Corp.
                      incorporated  by reference to Exhibit 2.1 to Item 7 of the
                      Form 8-K  filed by  Churchill  Downs  Incorporated,  dated
                      April 21, 1998.

               2.2    Agreement and Plan of Merger dated as of April 17, 1998 by
                      and  among  TVI  Corp.,  Racing  Corporation  of  America,
                      Churchill Downs  Incorporated and RCA Acquisition  Company
                      incorporated by reference to Exhibit 2.2 to Item 7 of the 
                      Form 8-K  filed by  Churchill  Downs Incorporated, dated
                      April 21, 1998.

               23     Consent of Ernest & Young LLP.

               99     Press release issued on April 21, 1998 by Churchill  Downs
                      Incorporated  incorporated  by  reference to Exhibit 99 to
                      Item 7 of the Form 8-K by  Churchill  Downs  Incorporated,
                      dated April 21, 1998.




























                                       17



<PAGE>








                                   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 thereunto duly authorized.


                          CHURCHILL DOWNS INCORPORATED


        December 21, 1998              \s\ Robert L. Decker                    
                                       ----------------------------------------
                                       Robert L. Decker
                                       Senior Vice President, Finance
                                       (Principal Financial Officer)


        December 21, 1998              \s\Vicki L. Baumgardner                 
                                       ----------------------------------------
                                       Vicki L. Baumgardner
                                       Vice President, Finance/Treasurer
                                       (Principal Accounting Officer)











<PAGE>







                                INDEX TO EXHIBITS


  Exhibit Number          Description of Exhibit                           Page
       2.1     Stock Purchase Agreement dated as of March 28, 1998 by and
               between  Churchill  Downs  Incorporated  and  TVI  Corp.
               incorporated by reference  to Exhibit 2.1 to Item 7 of the
               Form 8-K filed by Churchill Downs Incorporated, dated 
               April 21, 1998.

       2.2     Agreement and Plan of Merger dated as of April 17, 1998 by
               and  among  TVI  Corp., Racing  Corporation  of  America, 
               Churchill  Downs  Incorporated and RCA Acquisition Company
               incorporated by reference to Exhibit 2.2 to Item 7 of the 
               Form  8-K  filed  by  Churchill Downs Incorporated,  dated
               April 21, 1998.

        23     Consent of Ernst & Young LLP.                                20

        99     Press release issued on April 21, 1998 by Churchill Downs
               Incorporated  incorporated  by  reference to Exhibit 99 to
               Item 7 of the Form 8-K by Churchill Downs Incorporated, 
               dated April 1, 1998. 




<PAGE>



                                   EXHIBIT 23

               We  consent to the use of our report  dated  April 7, 1998,  with
respect  to the  consolidated  financial  statements  of Racing  Corporation  of
America,  (1) in the Current  Report (Form 8-K) dated April 21, 1998 (as amended
on July 1, 1998 and July 10, 1998 and by this Form 8-K/A-2),  of Churchill Downs
Incorporated  and, (2) incorporated by reference in the Registration  Statements
(Form S-8 No. 33-85012 pertaining to the Churchill Downs Incorporated 1993 Stock
Option  Plan  and  Form  S-8 No.  33-61111  pertaining  to the  Churchill  Downs
Incorporated 1995 Employee Stock Purchase Plan).

                                                           /s/ Ernst & Young LLP

December 15, 1998
Louisville, Kentucky


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