UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

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CHURCHILL DOWNS INCORPORATED
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CHURCHILL DOWNS INCORPORATED
700 CENTRAL AVENUE
LOUISVILLE, KENTUCKY 40208

Dear Shareholder:

        We previously delivered our Proxy Statement for the Annual Meeting of Shareholders to be held on June 28, 2007. Page 45 of the Proxy Statement contained certain inadvertent errors. A corrected copy is set forth on the following page and supersedes page 45 of the Proxy Statement, prior to the sub-heading "Employment Agreements," in its entirety.

Sincerely,

REBECCA C. REED
Senior Vice President and Secretary

May 18, 2007

Potential Payments Upon Termination or Change of Control

        The Company has entered into certain agreements and maintains certain plans that will require the Company to provide compensation to the named executive officers of the Company in the event of a termination of employment or a change in control of the Company. The amount of compensation payable to each named executive officer in each situation upon termination of the executive as of December 31, 2006 is listed in the table below.

Name		Cash Severance Payment		Continuation of Medical/ Welfare Benefits (present value)		Acceleration and Continuation of Equity Awards(1)		Excise Tax Gross-up		Total Benefits
Robert L. Evans
	Involuntary or good reason termination		-0-		-0-		-0-		-0-		-0-
	Involuntary termination after change in control		-0-		-0-	$	2,174,120	$	265,202	$	2,439,322
Thomas H. Meeker(2)
	Involuntary or good reason termination	$	1,501,740	$	15,181	$	169,390		-0-	$	1,686,311
	Involuntary or good reason termination after change in control	$	1,501,740	$	15,181	$	169,390		-0-	$	1,686,311
Michael E. Miller
	Involuntary termination	$	150,612		-0-		-0-		-0-	$	150,612
	Involuntary termination after change in control	$	150,612		-0-	$	239,543		-0-	$	390,155
William C. Carstanjen
	Involuntary or good reason termination	$	887,680	$	7,590	$	320,453		-0-	$	1,215,723
	Involuntary or good reason termination after change in control	$	887,680	$	7,590	$	320,453	$	82,292	$	1,298,015
C. Kenneth Dunn
	Involuntary termination	$	116,087		-0-		-0-		-0-	$	116,087
	Involuntary termination after change in control	$	116,087		-0-	$	144,322		-0-	$	260,409
Steven P. Sexton
	Involuntary termination	$	273,182		-0-		-0-		-0-	$	273,182
	Involuntary termination after change in control	$	273,182		-0-	$	151,808		-0-	$	424,990
Andrew G. Skehan
	Termination	$	788,590	$	15,181		-0-		-0-	$	803,771

(1)

Unamortized expense as of December 31, 2006.

(2)

See the Pension Benefits table for a description of certain amounts payable to Mr. Meeker pursuant to the Company's Supplemental Benefit Plan.

        Letter Agreement.    Mr. Sexton became President of Churchill Downs Racetrack pursuant to a letter agreement dated December 10, 2002. The letter provided Mr. Sexton with base compensation of $257,500 and certain automobile and relocation expenses. The letter provides that Mr. Sexton will receive one (1) year's base compensation if his employment with the Company is terminated for any reason other than "just cause", as defined in the letter, subject to his execution of a release agreement.