FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * DUCHOSSOIS RICHARD L   2. Issuer Name and Ticker or Trading Symbol CHURCHILL DOWNS INC [CHDN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 845 LARCH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 12/14/2007 (Street) ELMHURST, IL 60126 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock (1) 12/14/2007   P   3,093 A $ 51.58 27,317 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/14/2007   P   2,500 A $ 51.17 29,817 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/14/2007   P   1,276 A $ 51.4 31,093 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/14/2007   P   200 A $ 51.81 31,293 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/14/2007   P   158 A $ 51.75 31,451 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/14/2007   P   100 A $ 51.24 31,551 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/14/2007   P   13 A $ 51.68 31,564 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/17/2007   P   3,380 A $ 51.62 34,944 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/17/2007   P   1,200 A $ 51.5 36,144 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/17/2007   P   1,000 A $ 51.25 37,144 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/17/2007   P   981 A $ 51.45 38,125 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/17/2007   P   830 A $ 51 38,955 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/17/2007   P   228 A $ 51.3 39,183 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/17/2007   P   100 A $ 51.39 39,283 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/17/2007   P   100 A $ 51.265 39,383 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/17/2007   P   4 A $ 51.25 39,387 I By 845 Larch Acquisition Corp LLC Common Stock (1) 12/17/2007   P   1 A $ 51.54 39,388 I By 845 Larch Acquisition Corp LLC Common Stock (2)               3,150,000 I By Duchossois Industries, Inc. Common Stock               15,000 I By RLD Revocable Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DUCHOSSOIS RICHARD L 845 LARCH AVENUE ELMHURST, IL 60126	X
845 Larch Acquisition Corp LLC 845 LARCH AVENUE ELMHURST, IL 60126				Mem of 13d grp. more than 10%

Signatures

/s/ Eric A. Reeves, attorney-in-fact for Richard L. Duchossois		12/18/2007
**Signature of Reporting Person		Date
/s/ Colleen M. O'Connor, Vice President and Treasurer of 845 Larch Acquisition Corp LLC		12/18/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This form is a joint filing by 845 Larch Acquisition Corp LLC (the "Purchaser") and Richard L. Duchossois. The shares of common stock of Churchill Downs Incorporated (the "Issuer") that are the subject of this report were acquired by the Purchaser on the open market. Richard L. Duchossois, by virtue of his relationship with the Purchaser, may be deemed to beneficially own the shares of the Issuer that are held by the Purchaser. Richard L. Duchossois disclaims beneficial ownership with respect to the shares of common stock of the Issuer held by the Purchaser, except with respect to the pecuniary interest in such shares attributable to him by virtue of his equity interest in the Purchaser.
(2)	Reflects shares of common stock of the Issuer that are owned directly by Duchossois Industries, Inc. ("DII"). Richard L. Duchossois, by virtue of his relationship with DII, may be deemed to beneficially own the shares of the Issuer that DII may be deemed to beneficially own. Purchaser disclaims beneficial ownership with respect to the shares of common stock of the Issuer held by DII.
Remarks: Exhibit 99 - Joint Filing Agreement (incorporated by reference to Exhibit 1 to Amendment No. 3 to the Schedule 13D relating to the common stock of the Issuer filed by DII on September 17, 2007).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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