Churchill Downs Inc — Director's Dealing 2007

Nov 27, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHURCHILL DOWNS INC (CHDN)
CIK: 0000020212
Period of Report: 2007-11-21

Reporting Person: DUCHOSSOIS RICHARD L (Director)
Reporting Person: 845 Larch Acquisition Corp LLC (Mem of 13d grp. more than 10%)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-11-21	Common Stock	P	1	$49.92	Acquired	12001	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3150000	Indirect
Common Stock	15000	Indirect

Footnotes

F1: 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.

F2: 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.