SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 6)
Under the Securities Exchange Act of 1934
CHURCHILL DOWNS INCORPORATED
(Name of Issuer)
COMMON STOCK NO PAR VALUE
(Title of Class of Securities)
171 484 108
(CUSIP Number)
<PAGE>
Thomas H. Meeker, President, Churchill Downs Incorporated, 700
Central Avenue,
Louisville, Kentucky 40208 (502)636-4400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 2, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report
the acquisitionthat is the subject of this Schedule 13D, and is
filing this
schedule because of sec.240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
NOTE: Schedules filed in paper format shall include a signed
original and five
copies of theschedule, including all exhibits. See sec.
240.13d-7(b) for other
parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's
initial filing on this form with respect to the subject class of
securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be
deemed to be "filed"for the purpose of Section 18 of the Securities
Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of
the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. _______________
1) Names of Reporting Persons I.R.S. Identification Nos. of
Above Persons
(entities only)
Brad M. Kelley
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
a) N/A
b) N/A
3) SEC Use Only _________________________________________
4) Source of Funds (See Instructions)Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)
or 2(e)
_____________________________________________
<PAGE>
6) Citizenship or Place of Organization United States
Number of (7) Sole Voting Power 1,000,000
Shares Benefically owned (8) Shared Voting Power -0-
Shares beneficially Owned by (9) Sole Dispositive Power1,000,000
Each Reporting person
(10) Shared Dispositive Power -0-
With 11) Aggregate Amount Beneficially Owned by
Each Reporting Person 1,000,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See
Instructions)____________________________________________
13) Percent of Class Represented by Amount in Row (11) 10.15%
14) Type of Reporting Person (See Instructions) IN
__________________________________________________ ______________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
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.
May 2, 2000
Date
Brad M. Kelley
Signature
The orginal statement shall be signed by each person on whose behalf
the
statement is filed or his authorized representative. If the
statement is
signed on behalf of a person by his authorized representative
(other than an executive officer or general partner of
the filing person), evidence of the representative's authority to
sign on
behalf of such a person shall be filed with the statement;
provided, however,
that a power of attorney for this purpose which is already on file
with the
Commission may be incorporated by
reference. The name and any title of each person
who signs the statement shall be typed or printed beneath his
signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001)
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the Act the
undersigned
hereby amends his 13D Statement dated September 16, 1999 and
Amendment No. 1 dated September 21, 1999, Amendment No.2 dated
September 30,1999, Amendment No.3 dated October 20, 1999,
Amendment No. 4 dated November 9, 1999 and Amendment
No. 6 dated January 19, 2000.
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
700 Central Avenue, Louisville, Kentucky 40208.
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. He is employed as Chairman and Chief Executive Officer of
Commonwealth Brands, Inc., 2200 Lapsley Lane,
Bowling Green, Kentucky 42103.
His telephone number is (270) 781-9100.
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 13D covers1,000,000 shares beneficially owned by Kelley
individually. All of the1,000,000 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 in September, 1997, with the last purchase being made
on May 2, 2000.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the stock beneficially owned by
the reporting
person and his immediate family is for personal investment.
<PAGE>
The reporting person has no present plans or proposals that relate
to or would
result in any of the actions specified in clauses (a) through (j) of
Item 4 of
Schedule 13D. Kelley is a Company nominee for Class I
directorship at the upcoming Annual Shareholders Meeting.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Kelley individually beneficially owns1,000,000 shares of common stock
of the Company, which based on the Company's 14A Proxy Statement
filed April 27, 2000 represents approximately 10.15%
of the outstanding stock of 9,853,627 as of April 24, 2000.
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: May 2, 2000
Brad M. Kelley
