Exhibit 99.1

                                                 Contact: Chantelle Kammerdiener
                                                                  (502) 636-4415
                                                           or (502) 636-266-8731
                                                           www.kentuckyderby.com


CHURCHILL DOWNS INCORPORATED REPORTS SECOND QUARTER RESULTS


LOUISVILLE,  Ky. (Aug. 4, 1999) - Churchill Downs Incorporated (Nasdaq NM: CHDN)
today  made  an  additional  announcement  of its  reported  second-quarter  and
half-year  results for the period ended June 30, 1999. It made this announcement
to include  additional  supplemental  information for its operating units and to
provide  operating  income for its business  units  consistent  with its segment
disclosures.

        Net revenues for the second quarter were a record $84.1  million,  up 25
percent over $67.4  million  reported for the same period in 1998.  Net earnings
for the quarter were $13.7  million,  up 1 percent  from $13.5  million in 1998.
Diluted  earnings  per share were $1.79 for the second  quarter of both 1999 and
1998.

        Net revenues for the first half of 1999 were a record $101.8 million,  a
23 percent  increase over $82.8  million  reported for the same period for 1998.
Net earnings  were $10.7  million,  an 11 percent  decrease  from $12 million in
1998.  Diluted  earnings per share were $1.39,  compared  with $1.61  diluted in
1998.

        Thomas H. Meeker,  president  and chief  executive  officer of Churchill
Downs Incorporated,  said net revenues were fueled by the April 1999 acquisition
of Calder  Race  Course in Miami and  record  attendance  and  wagering  for the
Kentucky Oaks and Kentucky Derby.

        "Our  completion  of the Calder  Race  Course  acquisition  in April has
allowed us to fully  realize the  benefits of the  track's  1999 race meet.  Our
integration  of the  property has been  successful,  and we are pleased with the
positive  contribution  this  acquisition  is making  to our 1999  performance,"
Meeker said.




                                       -3-


<PAGE>



        "Additionally,  we are especially  proud of the outstanding  results and
publicity  we  received  from the 125th  runnings of the  Kentucky  Oaks and the
Kentucky  Derby.  These premier racing events continue to be valuable assets for
our Company,  and the momentum and  excitement  they generated  carried  through
Churchill Downs' 1999 Spring Meet."

        The Kentucky Oaks  attracted to Churchill  Downs a record  attendance of
101,000  people  on April  30.  The  Kentucky  Derby,  held the  following  day,
attracted  the race's  second  largest  crowd of 151,000  people and  brought in
record total  wagering of $57.3 million.  The track's total wagering  during the
1999 Spring Meet, April 24 through June 27, reached a record $430.5 million, a 7
percent increase over last year.

        Meeker said the Company's earnings for both the half year and the second
quarter  were  affected  by  increased  expenses  incurred  as a  result  of the
Company's  development  activities  and the  expansion of corporate  services to
support that growth.  Combined with increased  interest expense and a higher tax
rate, the Company  incurred higher  operating costs than in 1998, which resulted
from the  additions  of Ellis Park Race  Course in April  1998 and  Calder  Race
Course and the seasonality of those operations. Calder's race meet began in late
May while Ellis Park's meet started June 28, two days before the second  quarter
ended.

        "Even with these additional  expenses,  we achieved a slight gain in net
earnings for the second  quarter," Meeker said. "We are pleased with our overall
corporate  progress,  which  included  earnings that were in line with analysts'
projections."

        In addition  to the  acquisition  of Calder  Race  Course and  Churchill
Downs' Spring Meet, the second quarter was highlighted by the announcements of a
public  offering of the Company's  common stock and the  Company's  agreement to
purchase Hollywood Park Race Track in Inglewood,  Calif. The public offering was
completed  July 20, while closing of the Hollywood  Park purchase is expected by
the end of August.

        Meeker noted that the Company's  proceeds from the stock offering,  less
commission  expenses and before offering expenses,  contributed $63.2 million in
additional  equity  capital  during the third quarter of 1999. The proceeds were
used to repay bank borrowings.






                                       -4-


<PAGE>



        "We are pleased with the success of the offering," he said. "It not only
strengthened  our  financial  position but it also  broadened the support of the
stock among analysts,  institutional and individual  investors.  We believe this
capital  infusion,  coupled  with the  increased  line of  credit  and  expected
positive  cash flow from  operations,  will enable us to continue  expanding our
existing racing operations and to pursue additional strategic acquisitions - all
of which, we believe, will help add to the Company's growth."

        Churchill Downs Incorporated,  headquartered in Louisville,  Ky., is one
of the world's leading horse racing companies. Its flagship operation, Churchill
Downs,  is home of the Kentucky Derby and hosted its 125th running on May 1. The
Company has  additional  racing and  simulcast-wagering  operations in Kentucky,
Indiana  and  Florida  and  interests  in  various  racing  services  companies.
Churchill   Downs    Incorporated    can   be   found   on   the   Internet   at
WWW.KENTUCKYDERBY.COM.

        This press release contains forward-looking  statements made pursuant to
the "safe harbor" provisions of the Private Securities  Litigation Reform Act of
1995. The reader is cautioned that such forward-looking statements involve risks
and uncertainties  that could cause actual results to differ materially from the
presently  estimated  amounts.   These  risks  and  uncertainties  include:  the
continued  ability of the Company to  effectively  compete for the country's top
horses and trainers  necessary to field high-quality horse racing; the continued
ability of the Company to grow its share of the interstate  simulcast  market; a
substantial change in regulations affecting our gaming activities; a substantial
change in  allocation  of live  racing  days;  the  impact of  competition  from
alternative  gaming (including  lotteries and riverboat and cruise ship casinos)
and other sports and entertainment options in those markets in which the Company
operates;  a decrease in riverboat admissions revenue from the Company's Indiana
operations;  Year 2000 computer issues; and the Company's success in its pursuit
of strategic initiatives designed to generate additional revenues.















                                       -5-


<PAGE>



                          CHURCHILL DOWNS INCORPORATED
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
            for the six and three months ended June 30, 1999 and 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

                                Six Months Ended June 30,     Three Months Ended June 30,
                                   1999           1998           1999           1998

<S>                            <C>             <C>            <C>            <C>
Net  revenues                  $101,802,751    $82,759,503    $84,139,825    $67,374,352
Operating expenses               74,819,679     58,336,648     55,662,526     42,337,520
                               -------------   ------------   ------------   ------------
     Gross profit                26,983,072     24,422,855     28,477,299     25,036,832

Selling, general and
     administrative expenses      6,889,501      4,972,595      3,586,386      2,816,841
                               -------------   ------------   ------------   ------------

     Operating income            20,093,571     19,450,260     24,890,913     22,219,991
                               -------------   ------------   ------------   ------------

Other income (expense):
          Interest income           362,233        362,305        214,802        173,035
          Interest expense       (2,208,832)      (405,297)    (1,773,367)      (300,773)
          Miscellaneous, net        125,025        166,186         80,908         49,131
                               -------------   ------------   ------------   ------------
                                 (1,721,574)       123,194     (1,477,657)       (78,607)
                               -------------   ------------   ------------   ------------

    Earnings before income
         tax provision           18,371,997     19,573,454     23,413,256     22,141,384
                               -------------   ------------   ------------   ------------

Federal and state income tax
provision                        (7,716,239)    (7,620,000)    (9,747,362)    (8,618,900)
                               -------------   ------------   ------------   ------------

     Net earnings               $10,655,758    $11,953,454    $13,665,894    $13,522,484
                               =============   ============   ============   ===========

Net earnings per share:
     Basic                            $1.42          $1.62          $1.82          $1.81
     Diluted                          $1.39          $1.61          $1.79          $1.79

Weighted average shares
outstanding:
     Basic                        7,525,041      7,395,387      7,525,041      7,472,978
     Diluted                      7,670,520      7,438,018      7,649,420      7,546,183

</TABLE>



                                       -6-




<PAGE>




                          CHURCHILL DOWNS INCORPORATED
              CONDENSED SUPPLEMENTAL INFORMATION BY OPERATING UNIT
            for the six and three months ended June 30, 1999 and 1998
                                   (Unaudited)
<TABLE>
<CAPTION>


                                Six Months Ended June 30,     Three Months Ended June 30,
                                   1999           1998           1999            1998

<S>                            <C>             <C>            <C>             <C>
Net revenues:
  Churchill Downs              $ 61,133,244    $59,229,012    $56,489,871     $53,862,049
  Calder Race Course             11,701,055             -      11,701,055              -
  Hoosier Park                   24,257,551     21,892,138     13,309,144      11,873,950
  Ellis Park                      2,962,494      1,297,524      1,796,177       1,297,524
  Other operations                2,711,303        946,832      1,498,383         612,832
                               -------------   ------------   ------------    ------------
                                102,765,647     83,365,506     84,794,630      67,646,355
  Eliminations                     (962,896)      (606,003)      (654,805)       (272,003)
                               -------------   ------------   ------------    ------------
                               $101,802,751    $82,759,503    $84,139,825     $67,374,352
                               =============   ============   ============    ============




EBITDA:
  Churchill Downs              $ 19,469,093   $ 19,162,953    $23,943,786     $22,513,814
  Calder Race Course              1,887,829             -       1,887,829              -
  Hoosier Park                    3,386,777      3,006,942      1,708,437       1,353,128
  Ellis Park                       (803,070)      (428,540)      (421,362)       (428,540)
  Other operations                  661,687        426,664        333,602         223,187
                               -------------   ------------   ------------    ------------
                               $ 24,602,316    $22,168,019    $27,452,292     $23,661,589
                               =============   ============   ============    ============




Operating income (loss):
  Churchill Downs              $ 17,665,499    $17,296,551    $23,055,787     $21,639,683
  Calder Race Course              1,301,995             -       1,301,995              -
  Hoosier Park                    2,765,830      2,456,892      1,389,071       1,078,103
  Ellis Park                     (1,449,988)      (628,704)      (747,982)       (628,704)
  Other operations                 (189,765)       325,521       (107,958)        130,909
                               -------------   ------------   ------------    ------------
                                $20,093,571    $19,450,260    $24,890,913     $22,219,991
                               =============   ============   ============    ============

</TABLE>
                                      -7-
<PAGE>


                          CHURCHILL DOWNS INCORPORATED
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                      June 30,      December 31,       June 30,
                 ASSETS                                 1999            1998             1998
                                                        ----            ----             ----
<S>                                                 <C>             <C>             <C>
Current assets:
     Cash and cash equivalents                      $ 21,927,123    $  6,379,686    $  7,952,835
     Accounts receivable                              14,652,743      11,968,114      14,436,397
     Other current assets                              1,670,492       1,049,084         363,734
                                                    -------------  --------------   -------------
          Total current assets                        38,250,358      19,396,884      22,752,966

Other assets                                           8,947,247       3,796,292       4,452,913
Plant and equipment, net                             133,461,131      83,088,204      84,663,446
Intangible assets, net                                62,268,627       8,369,395       9,488,088
                                                    -------------   -------------   -------------
                                                    $242,927,363    $114,650,775    $121,357,413
                                                    =============   =============   ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                               $ 14,717,921    $  6,530,502    $ 11,375,368
     Accrued expenses                                 16,937,491       8,098,228       9,359,247
     Dividends payable                                        -        3,762,521              -
     Income taxes payable                              7,678,956         257,588       7,110,768
     Deferred revenue                                  3,362,318       8,412,552       2,307,262
     Long-term debt, current portion                     479,202         126,812         122,801
                                                    -------------   -------------   -------------
          Total current liabilities                   43,175,888      27,188,203      30,275,446

Long-term debt, due after one year                   103,271,284      13,538,027       8,728,963
Other liabilities                                      4,553,890       1,755,760       4,099,794
Deferred income taxes                                 15,982,069       6,937,797       8,000,643
Shareholders' equity:
     Preferred stock, no par value;
          authorized, 250,000 shares; issued,none                                             -
     Common stock, no par value; authorized,
          20,000,000 shares, issued 7,525,041
          shares, June 30, 1999 and December 31,
          1998 and 7,516,934 shares,
          June 30, 1998                                8,926,975       8,926,975       8,808,613
     Retained earnings                                67,254,715      56,598,957      61,796,384
     Deferred compensation costs                        (172,458)       (229,944)       (287,430)
     Note receivable for common stock                    (65,000)        (65,000)        (65,000)
                                                    -------------   -------------   -------------
                                                      75,944,232      65,230,988      70,252,567
                                                    -------------   -------------   -------------
                                                    $242,927,363    $114,650,775    $121,357,413
                                                    =============   =============   =============

</TABLE>






                                       -8-


<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 hereunto duly authorized.

                                              CHURCHILL DOWNS INCORPORATED



        August 4, 1999                     \s\ Robert L. Decker
                                           -------------------------------------
                                           Robert L. Decker
                                           Executive Vice President and Chief
                                           Financial Officer
                                           (Principal Financial Officer)



        August 4, 1999                     \s\Vicki L. Baumgardner
                                           -------------------------------------
                                           Vicki L. Baumgardner
                                           Vice President, Finance and Treasurer
                                           (Principal  Accounting Officer)