SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

					SCHEDULE 13D/A
					April 29,2004

				STATEMENT OF CHANGES IN
				BENEFICIAL OWNERSHIP




 Name and address of Reporting Person

Brad M. Kelley
P.O. Box 1355
Boca Grande, Fla.
33921

(Name of Issuer)
Churchill Downs Incorporated
  (Title of Class of Securities)
  COMMON STOCK NO PAR VALUE
                                                  45073P-10-1
 (CUSIP Number)


(Name, Address and Telephone Number of Person Authorized to Receive
 Notices and Communications)

Michael Zimmerman c/o
Touch America, Inc
130 North Main
Butte, Montana 59701
406-497-5426


 (Date of Event which Requires Filing of this Statement)
April 29,2004


Citizenship or Place of Organization United States


 Number of Sole Voting Power 13,397,900
 Shares Benefically owned
Shared Voting Power      -0-


 Shares beneficially Owned  and Sole Dispositive Power 13,397,900
  ofReporting person
 Shared Dispositive Power         -0-
 by


   Percent of Class Represented by Amount in 12.91%


After reasonable inquiry and to the best of my knowledge and belief,
I certify that the  information set forth in this statement is true,
complete and correct.

April 7,2003
Date

Brad M. Kelley
Signature



..
ITEM 1.   SECURITY AND ISSUER

This statement relates to the common stock of Churchill Downs Incorporated
 ("The Company").  The Company's principal offices are located at

ITEM 2.   IDENTITY AND BACKGROUND

 The name of the person filing this statement is Brad M. Kelley, an
 individual (the "reporting person").  The reporting person's residential
 address is P.O. Box 1355 1600 Jean LaFitte, Boca Grande, Florida
 33921.
His telephone number is (615) 370-1624.

During the last five years, the reporting person has not been convicted in a
criminal proceeding.  During the last five years, the reporting person was not a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which was or is subject to a judgment, decree final
order enjoining future violation of, or prohibiting, or mandatory activities
subject to federal or state securities laws of finding any violation with
 respect to such laws.

The reporting person is a United States citizen.

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

This schedule  covers 13,397,900 shares beneficially owned by Kelley
 individually.  All of the 13,397,900 shares are beneficially owned
 by Kelley individually.  No shares are held in nominees' name for his
benefit.  The stock beneficially owned by Kelley individually and
through his immediate family was purchased with personal funds
 beginning August 12, 2002, with the last purchase being made
 on March 24, 2003.

ITEM 4.   PURPOSE OF TRANSACTION

The reporting person intends to evaluate the business and business prospects
of the Issuer and his present and future interest in, and intentions
with respect to the Issuer, and in connection therewith may from time
to time consult with the board and other shareholders of the Issuer.



The reporting person may include in such evaluations plans or proposals,
which could result in any of the following:

 However, the reporting person reserves the right to discuss all
aspects of Company business with management and/or to take other actions
to influence management of the Company should he deem approiate.  These
discussions and potential proposals may include any of the actions enumerated
in Item 4 of Schedule 13d.

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

Kelley individually beneficially owns 13,397,900 shares of common stock
 of the Company, which based on the Company's 14A Proxy Statement
filed  April 27, 2004  represents approximately 12.91%
of the outstanding stock of 103,737,000 shares as of July 26, 2002.

 No other transactions in the shares have been effected by the Reporting
Person since such date.



ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDING, OR
  RELATIONSHIP
WITH RESPECT TO SECURITIES OF THE ISSUER.

  None.

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS

  None.


Brad M. Kelley

After reasonable inquiry and to the best of my knowledge and belief,
 I certify that the information set forth in this statement is true,
 complete, and correct.

Date: April 29,2004
/s/

Brad M. Kelley




						Exhibit A
			Transactions in the Shares by the Reporting Person