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 14, 1998


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



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



                 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)


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Item 5. Other Events.

Description of Capital Stock

        Our Amended and Restated Articles of Incorporation authorize us to issue
20,000,000 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, 1998,  7,525,041
shares of common stock were  outstanding.  The  holders of the Company's  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 each
shareholder  by the number of directors to be elected.  Each  common shareholder
may  divide  the total number  of  votes  such  shareholder  is entitled to cast
among the total number of directors to be elected, or distribute the votes among
any lesser number in such proportion  as the holder  may  determine.  Subject to
rights  of  any  preferred shareholders,  common  shareholders have the right to
receive any dividends that the Board of Directors may declare. In the event that
we  liquidate,  dissolve  or  wind up  our business,  we will pay our  preferred
shareholders,  if  any,  first (subject  to  the rights of  creditors).  We will
distribute all of 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 the Company  without further
action by the  shareholders,  may  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.

        Pursuant to the  Company's  shareholder  rights plan  adopted  March 19,
1998, the Company  declared a dividend of one preferred stock purchase right for
each  outstanding  share of common  stock and each share of common  stock issued
thereafter.  The rights are  transferable  only with the common stock until they
become  exercisable.   The  rights  will  not  be  exercisable  until  the  plan
distribution date and will expire on March 19, 2008, the expiration date, unless
we redeem them earlier.  Each right, when it becomes  exercisable,  will entitle
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 circum  stances.  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 the  Company's
outstanding common stock.

        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, separate certificates evidencing
the rights  will be mailed to common  stockholders  of record.  Until a right is
exercised, the holder has no rights as a shareholder of the Company.


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        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 $.01 per  right,  subject to
adjustment.

        The rights plan is designed to protect our  shareholders in the event of
unsolicited  offers to acquire the Company 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.



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Item 7. Financial Statements and Exhibits.


c)  Exhibits

   Exhibit
   Number                                    Description

4.1         Amended  and  Restated  Articles  of  Incorporation  of  the Company
            incorporated  by reference  to Exhibit 3(e) of the Company's report
            on Form 10-Q for the fiscal quarter ended June 30, 1998.

4.2         Restated Bylaws of the Company as amended incorporated by reference 
            to Exhibit 3(i) of the Company's report on  Form 10-Q for the fiscal
            quarter ended June 30, 1998.




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                                          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/ Thomas H. Meeker          
                                            Thomas H. Meeker, President


Date: December 14, 1998



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                                 CHURCHILL DOWNS INCORPORATED
                                           FORM 8-K
                                       INDEX TO EXHIBITS



   Exhibit                                                            Sequential
   Number                            Exhibit Title                     Page No.
 4.1        Amended and  Restated  Articles of  Incorporation  of  the  Company 
            incorporated by reference to Exhibit 3(e) of the Company's report on
            Form  10-Q for the  fiscal  quarter ended June 30, 1998.
 4.2        Restated Bylaws of the Company as amended incorporated by reference 
            to Exhibit 3(i) of the Company's report on Form 10-Q for the fiscal
            quarter ended June 30, 1998.



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