Sec Form 4 Filing - DUCHOSSOIS RICHARD L @ CHURCHILL DOWNS INC - 2009-06-30

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 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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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 (MM/DD/YY) 06/30/2009 (Street) ELMHURST, IL60126 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 06/30/2009 J( 2 ) 17,646 D $ 0 137,141 I By 845 Larch Acquisition Corp LLC Common Stock ( 3 ) 3,150,000 I By The Duchossois Group, Inc. Common Stock 100,000 I by RLD Revocable Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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, IL60126 X 845 Larch Acquisition Corp LLC 845 LARCH AVENUE ELMHURST, IL60126 Mem of 13d grp. more than 10% Signatures /s/ Eric A. Reeves, attorney-in-fact for Richard L. Duchossois 07/02/2009 Signature of Reporting Person Date /s/ Colleen M O'connor, Vice President and Treasurer of 845 Larch Acquisition Corp LLC 07/02/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This form is a joint filing by 845 Larch Acquistion Corp LLC ("845 LARCH") and Richard L. Duchossois. Richard L. Duchossois, by virtue of his relationship with 845 LARCH, may be deemed to beneficially own the shares of common stock of Churchill Downs Incorporated (the "Issuer") that are held by 845 LARCH. Richard L. Duchossois disclaims benefical ownership with respect to the shares of common stock of the Issuer held by 845 LARCH, except with respect to the pecuniary interest in such shares attributable to him by virtue of his equity interest in 845 LARCH. ( 2 )Reflects shares of the Issuer distributed by 845 LARCH to its members. ( 3 )Reflects shares of common stock of the Issuer that are owned directly by The Duchossois Group, Inc. ("TDG"). Richard L. Duchossois, by virtue of his relationship with TDG, may be deemed to beneficially own the shares of the Issuer that TDG may be deemed to beneficially own. 845 LARCH disclaims beneficial ownership with respect to the shares of common stock of the Issuer held by TDG.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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