SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 1)



Churchill Downs Incorporated
(Name of Issuer)

Common Stock
(Title of Class of Securities)

			
                                                                    
171484108
(CUSIP Number)

James E. McKee
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5294
(Name, Address and Telephone Number of Person Authorized to Receive Notices 
and Communications)

	
October 3, 2005
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition that is the subject of this Schedule 13D, and is 
filing this schedule because of Section 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box.  




CUSIP No.  171484108										
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
								 					       
Gabelli Funds, LLC	                                           	
	I.D. NO.  13-4044523	
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	
(a)	


(b)	

3
SEC USE ONLY

4
SOURCE OF FUNDS (SEE INSTRUCTIONS)	
   00-Funds of investment advisory clients

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2 (d) OR 2 (e)   


6
CITIZENSHIP OR PLACE OF ORGANIZATION
   New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH
 
7



SOLE VOTING POWER				

  98,000    (Item 5)

 
8



SHARED VOTING POWER				

NONE

9



SOLE DISPOSITIVE POWER				

   98,000    (Item 5)

10



SHARED DISPOSITIVE POWER			

NONE
11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

98,000    (ITEM 5)
12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)				
13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     0.76%
14



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)	
    IA
CUSIP No.  171484108										
	
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
								 					       
GAMCO Asset Management Inc.	                                           	
	I.D. NO.  13-4044521	
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	
(a)		
	


(b)	

3
SEC USE ONLY

4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 00-Funds of investment advisory clients

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2 (d) OR 2 (e)   


6
CITIZENSHIP OR PLACE OF ORGANIZATION
   New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH

7



SOLE VOTING POWER				

665,056  (Item 5)

8



SHARED VOTING POWER				

NONE

9



SOLE DISPOSITIVE POWER				

717,056  (Item 5)

10



SHARED DISPOSITIVE POWER			

NONE
11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

717,056 (Item 5)
12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)			
13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.54%
14



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    IA, CO

CUSIP No.  171484108										
	
1	
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
								 					       
MJG Associates, Inc.                                          		
	I.D. NO.  06-1304269	
2	
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	
(a)	


(b)	

3	
SEC USE ONLY


4	
SOURCE OF FUNDS (SEE INSTRUCTIONS)	
00-Client Funds

5	
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2 (d) OR 2 (e)   


6	
CITIZENSHIP OR PLACE OF ORGANIZATION
   Connecticut

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH
 
7



SOLE VOTING POWER				

  5,650  (Item 5)
 
8



SHARED VOTING POWER				

NONE
 
9



SOLE DISPOSITIVE POWER				

   5,650     (Item 5)

10



SHARED DISPOSITIVE POWER			

NONE
11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     5,650          (ITEM 5)
12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 (SEE INSTRUCTIONS)				
13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


0.04%
14


TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)	
 CO


CUSIP No.  171484108										
	
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
								 					       
Gabelli Securities, Inc.                                           	
	I.D. NO.  13-3379374	
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	
(a)	


(b)	

3
SEC USE ONLY

4
SOURCE OF FUNDS (SEE INSTRUCTIONS)	
00-Client Funds

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2 (d) OR 2 (e)   


6
CITIZENSHIP OR PLACE OF ORGANIZATION
   Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH
 
7



SOLE VOTING POWER				

 1,000   (Item 5)
 
8



SHARED VOTING POWER				

NONE

9



SOLE DISPOSITIVE POWER				

  1,000      (Item 5)

10



SHARED DISPOSITIVE POWER			

NONE
11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,000             (ITEM 5)
12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)				
13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


0.01%
14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)	
    HC, CO


CUSIP No.  171484108									
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
								 					       
GGCP, Inc.	
	I.D. NO.  13-3056041
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	
(a)	


(b)	

3
SEC USE ONLY

4
Source of funds (SEE INSTRUCTIONS)
None

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2 (d) OR 2 (e)   


6
CITIZENSHIP OR PLACE OF ORGANIZATION
   New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH
 
7



SOLE VOTING POWER				

None 
 
8



SHARED VOTING POWER				

NONE
 
9



SOLE DISPOSITIVE POWER				

NONE 

10



SHARED DISPOSITIVE POWER			

NONE
11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

NONE 
12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X			
13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.00%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    HC, CO

CUSIP No.  171484108								
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
								 					       
GAMCO Investors, Inc.
	I.D. NO.  13-4007862


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	
(a)	


(b)	

3
SEC USE ONLY

4
Source of funds (SEE INSTRUCTIONS) 
  None

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2 (d) OR 2 (e)   


6
CITIZENSHIP OR PLACE OF ORGANIZATION
  New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH
 
7



SOLE VOTING POWER				

None 

8



SHARED VOTING POWER				

NONE
 
9



SOLE DISPOSITIVE POWER				

NONE 

10


SHARED DISPOSITIVE POWER			

NONE
11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

NONE 
12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X			
13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

None 
14



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    HC, CO

CUSIP No.  171484108							
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
								 					       
Mario J. Gabelli	
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 	
(a)	


(b)	

3
SEC USE ONLY

4
Source of funds (SEE INSTRUCTIONS)
 00 - Funds of Family Partnership

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2 (d) OR 2 (e)   


6
CITIZENSHIP OR PLACE OF ORGANIZATION
   USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON

WITH
 
7



SOLE VOTING POWER				

None (Item 5)

 
8


SHARED VOTING POWER				

NONE
 
9


SOLE DISPOSITIVE POWER				

NONE (ITEM 5)

10



SHARED DISPOSITIVE POWER			

NONE
11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

NONE (ITEM 5)
12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X			
13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.00%
14


TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    IN

Item 1.		Security and Issuer
	This Amendment No. 1 to Schedule 13D on the Common Stock of 
Churchill Downs Incorporated   (the"Issuer") is being filed on behalf of the 
undersigned to amend the Schedule 13D, as amended (the "Schedule 13D"), which 
was originally filed on August 1, 2005.   Unless otherwise indicated, all 
capitalized terms used herein but not defined herein shall have the same 
meaning as set forth in the Schedule 13D.

Item 2.		Identity and Background
This statement is being filed by Mario J. Gabelli ("Mario 
Gabelli") and various entities which he
directly or indirectly controls or for which he acts as chief investment 
officer.  These entities, except for Lynch Corporation ("Lynch") and Lynch 
Interactive Corporation ("Interactive"), engage in various aspects of the 
securities business, primarily as investment adviser to various institutional 
and individual clients, including registered investment companies and pension 
plans, and as general partner of various private investment partnerships.  
Certain of these entities may also make investments for their own accounts.
		The foregoing persons in the aggregate often own beneficially 
more than 5% of a class of a particular issuer.  Although several of the 
foregoing persons are treated as institutional investors for purposes of 
reporting their beneficial ownership on the short-form Schedule 13G, the 
holdings of those who do not qualify as institutional investors may exceed 
the 1% threshold presented for filing on Schedule 13G or implementation of 
their investment philosophy may from time to time require action which could 
be viewed as not completely passive.  In order to avoid any question as to 
whether their beneficial ownership is being reported on the proper form and 
in order to provide greater investment flexibility and administrative 
uniformity, these persons have decided to file their beneficial ownership 
reports on the more detailed Schedule 13D form rather than on the short-form 
Schedule 13G and thereby to provide more expansive disclosure than may be 
necessary.
		(a), (b) and (c) - This statement is being filed by one or more 
of the following persons: GGCP, Inc.  formerly known as Gabelli Group Capital 
Partners, Inc. ("GGCP"), GAMCO Investors, Inc. formerly known as Gabelli 
Asset Management Inc. ("GBL"), Gabelli Funds, LLC ("Gabelli Funds"), GAMCO 
Asset Management Inc. formerly known as GAMCO Investors, Inc. ("GAMCO"), 
Gabelli Advisers, Inc. ("Gabelli Advisers"), Gabelli Securities, Inc. 
("GSI"), Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli & Company, 
Inc. Profit Sharing Plan (the "Plan"), MJG Associates, Inc. ("MJG 
Associates"), Gabelli Foundation, Inc. ("Foundation"), Mario Gabelli, Lynch, 
and Interactive.  Those of the foregoing persons signing this Schedule 13D 
are hereafter referred to as the "Reporting Persons".
		GGCP makes investments for its own account and is the parent 
company of GBL.  GBL, a public company listed on the New York Stock Exchange, 
is the parent company for a variety of companies engaged in the securities 
business, including those named below.
		GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser 
registered under the Investment Advisers Act of 1940, as amended ("Advisers 
Act").  GAMCO is an investment manager providing discretionary managed 
account services for employee benefit plans, private investors, endowments, 
foundations and others.
		GSI, a majority-owned subsidiary of GBL, acts as a general 
partner or investment manager to limited partnerships and offshore investment 
companies and as a part of its business may purchase or sell securities for 
its own account.  It is the immediate parent of Gabelli & Company. GSI is the 
Investment Manager of Gabelli Associates Fund, Gabelli Associates Fund II, 
Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli Multimedia 
Partners, L.P.  GSI and Marc Gabelli own 45% and 55%, respectively, of 
Gabelli Securities International Limited ("GSIL"). GSIL provides investment 
advisory services to offshore funds and accounts.   GSIL is an investment 
advisor of Gabelli International Gold Fund Limited, Gabelli European 
Partners, Ltd., and Gabelli Global Partners, Ltd.
		Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-
dealer registered under the Securities Exchange Act of 1934, as amended 
("1934 Act"), which as a part of its business regularly purchases and sells 
securities for its own account.
		Gabelli Funds, a wholly owned subsidiary of GBL, is a limited 
liability company. Gabelli Funds is an investment adviser registered under 
the Advisers Act which presently provides discretionary managed account 
services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The 
Gabelli Growth Fund, The Gabelli Convertible and Income Securities Fund, 
Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The 
Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global 
Telecommunications Fund, Gabelli Gold Fund, Inc., The Gabelli Global 
Multimedia Trust Inc., The Gabelli Global Convertible Securities Fund, 
Gabelli Capital Asset Fund, Gabelli International Growth Fund, Inc., The 
Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Global 
Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Blue Chip Value 
Fund, The Gabelli Mathers Fund, The Gabelli Woodland Small Cap Value Fund, 
The Comstock Capital Value Fund, The Comstock Strategy Fund, The Gabelli 
Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The 
Gabelli Global Gold, Natural Resources, & Income Trust (collectively, the 
"Funds"), which are registered investment companies.
		Gabelli Advisers, a subsidiary of GBL, is an investment adviser 
which provides discretionary advisory services to The Gabelli Westwood Mighty 
Mitessm Fund.
		The Plan, a qualified employee profit sharing plan, covers 
substantially all employees of GBL and its affiliates.
		MJG Associates provides advisory services to private investment 
partnerships and offshore funds.  Mario Gabelli is the sole shareholder, 
director and employee of MJG Associates.   MJG Associates is the Investment 
Manager of Gabelli International Limited, Gabelli International II Limited, 
Gabelli Performance Partnership, and Gabelli Fund, LDC.
The Foundation is a private foundation.  Mario Gabelli is the 
President, a Trustee and the
Investment Manager of the Foundation.	
		Lynch is a public company traded on the American Stock Exchange 
engaged in manufacturing.  Interactive is a public company listed on the 
American Stock Exchange and is a holding company with operating subsidiaries 
engaged primarily in the rural telephone industry.  Lynch and Interactive 
actively pursue new business ventures and acquisitions. Lynch and Interactive 
make investments in marketable securities to preserve capital and maintain 
liquidity for financing their business activities and acquisitions and are 
not engaged in the business of investing, reinvesting, or trading in 
securities.  Mario J. Gabelli is a director, officer and a substantial 
shareholder of Interactive and a substantial shareholder of Lynch.
		Mario Gabelli is the majority stockholder and Chairman of the Board 
of Directors and Chief Executive Officer of GGCP and GBL, and the Chief 
Investment Officer for each of the Reporting Persons other than Lynch.  GGCP is 
the majority shareholder of GBL. GBL, in turn, is the sole stockholder of 
GAMCO.  GBL is also the majority stockholder of GSI and the largest shareholder 
of Gabelli Advisers.  Gabelli & Company is a wholly-owned subsidiary of GSI. 
		The Reporting Persons do not admit that they constitute a group.
		GGCP, GBL, GAMCO, and Gabelli & Company are New York corporations 
and GSI and Gabelli Advisers are Delaware corporations, each having its 
principal business office at One Corporate Center, Rye, New York 10580.  
Gabelli Funds is a New York limited liability company having its principal 
business office at One Corporate Center, Rye, New York 10580.  MJG Associates 
is a Connecticut corporation having its principal business office at 140 
Greenwich Avenue, Greenwich, CT 06830.  The Foundation is a Nevada corporation 
having its principal offices at 165 West Liberty Street, Reno, Nevada 89501.  
Lynch is an Indiana corporation having its principal business office at 50 
Kennedy Plaza, Suite 1250, Providence, Rhode Island 02903.  Interactive is a 
Delaware corporation having its principal place of business at One Corporate 
Center, Rye, New York 10580.  
		For information required by instruction C to Schedule 13D with 
respect to the executive officers and directors of the foregoing entities and 
other related persons (collectively, "Covered Persons"), reference is made to 
Schedule I annexed hereto and incorporated herein by reference.
(f) - Reference is made to Schedule I hereto.

Item 3.		Source and Amount of Funds or Other Consideration
		Item 3 to Schedule 13D is amended, in pertinent part, as follows:
		The Reporting Persons used an aggregate of approximately $7,390,536 
to purchase the Securities reported as beneficially owned in Item 5. GAMCO and 
Gabelli Funds used approximately $6,850,584 and $539,952 respectively, of funds 
that were provided through the accounts of certain of their investment advisory 
clients (and, in the case of some of such accounts at GAMCO, may be through 
borrowings from client margin accounts) in order to purchase the Securities for 
such clients.  

Item 5.		Interest In Securities Of The Issuer
		Item 5 to Schedule 13D is amended, in pertinent part, as follows:
(a) The aggregate number of Securities to which this Schedule 13D 
relates is 821,706 shares, representing 6.35% of the 12,933,058 shares 
outstanding as reported in the Issuer's most recent Form 10-Q for the quarter 
ended June 30, 2005. The Reporting Persons beneficially own those Securities as 
follows:

Name
Shares of
Common Stock
% of Class of
Common
Gabelli Funds

98,000
0.76%
GAMCO
717,056
5.54%

MJG Associates

GSI

Mario J. Gabelli

5,650

1,000

0

0.04%

0.01%

0.00%
 

		Mario Gabelli is deemed to have beneficial ownership of the 
Securities owned beneficially by each of the foregoing persons.  GSI is deemed 
to have beneficial ownership of the Securities owned beneficially by Gabelli & 
Company.  GBL and GGCP are deemed to have beneficial ownership of the 
Securities owned beneficially by each of the foregoing persons other than Mario 
Gabelli and the Foundation.	
(b) Each of the Reporting Persons and Covered Persons has the sole 
power to vote or direct the vote and sole power to dispose or to direct the 
disposition of the Securities reported for it, either for its own benefit or 
for the benefit of its investment clients or its partners, as the case may be, 
except that (i) GAMCO does not have authority to vote 52,000 of the reported 
shares, (ii) Gabelli Funds has sole dispositive and voting power with respect 
to the shares of the Issuer held by the Funds so long as the aggregate voting 
interest of all joint filers does not exceed 25% of their total voting interest 
in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall 
respectively vote that Fund's shares, (iii) at any time, the Proxy Voting 
Committee of each such Fund may take and exercise in its sole discretion the 
entire voting power with respect to the shares held by such fund under special  
circumstances such as regulatory considerations, and (iv) the power of Mario 
Gabelli, GBL, and GGCP is indirect with respect to Securities beneficially 
owned directly by other Reporting Persons.
		(c) Information with respect to all transactions in the 
Securities which were effected during the past sixty days or since the most 
recent filing on Schedule 13D, whichever is less, by each of the Reporting 
Persons and Covered Persons is set forth on Schedule II annexed hereto and 
incorporated herein by reference.
		(d) The investment advisory clients of, or partnerships managed 
by, GAMCO, Gabelli Funds, Gabelli Advisers, GSI and MJG Associates have the 
sole right to receive and, subject to the notice, withdrawal and/or 
termination provisions of such advisory contracts and partnership 
arrangements, the sole power to direct the receipt of dividends from, and the 
proceeds of sale of, any of the Securities beneficially owned by such 
Reporting Persons on behalf of such clients or partnerships.  The shares 
reported as beneficially owned by Mario Gabelli are held by a family 
partnership that has the sole right to receive and, subject to the notice, 
withdrawal and/or termination provisions of such advisory contracts and 
partnership arrangements, the sole power to direct the receipt of dividends 
from, and the proceeds of sale of, any of the Securities beneficially owned 
by such Reporting Persons on behalf of such clients or partnerships. Except 
as noted, no such client or partnership has an interest by virtue of such 
relationship that relates to more than 5% of the Securities.
(e) Not applicable.


Signature
	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.
Dated:	October 6, 2005

GGCP, INC.
MARIO J. GABELLI
MJG ASSOCIATES, INC.
						
							

						

By:/s/ James E. McKee			
	James E. McKee
	Attorney-in-Fact




GAMCO INVESTORS, INC.
GABELLI FUNDS, LLC
GABELLI SECURITIES, INC.
					             
					             
					             


By:/s/ James E. McKee			
	James E. McKee
	Secretary or Assistant Secretary
	
				

GAMCO ASSET MANAGEMENT INC.


By:/s/ Douglas R. Jamieson			
	Douglas R. Jamieson
	Executive Vice President


SCHEDULE I

     Information with Respect to Executive
Officers and Directors of the Undersigned
	
		Schedule I to Schedule 13D is amended, in pertinent part, as 
follows:

The following sets forth as to each of the executive officers and 
directors of the undersigned: his name; his business address; his 
present principal occupation or employment and the name, 
principal business and address of any corporation or other 
organization in which such employment is conducted.  Unless 
otherwise specified, the principal employer of each such 
individual is GGCP, Inc., GAMCO Investors, Inc., Gabelli Funds, 
LLC, Gabelli & Company, Inc., or GAMCO Asset Management Inc., the 
business address of each of which is One Corporate Center, Rye, 
New York 10580, and each such individual identified below is a 
citizen of the United States.  To the knowledge of the 
undersigned, during the last five years, no such person has been 
convicted in a criminal proceeding (excluding traffic violations 
or similar misdemeanors), and no such person was a party to a 
civil proceeding of a judicial or administrative body of 
competent jurisdiction as a result of which he was or is subject 
to a judgment, decree or final order enjoining future violations 
of, or prohibiting or mandating activities subject to, federal or 
state securities law or finding any violation with respect to 
such laws except as reported in Item 2(d) of this Schedule 13D.

GGCP, Inc.
Directors:

Vincent J. Amabile

Mario J. Gabelli  
Business Consultant
Chairman and Chief Executive Officer of GGCP, 
Inc., and GAMCO Investors, Inc.; Director/Trustee 
of all registered investment companies advised by 
Gabelli Funds, LLC; Chief Executive Officer of 
Lynch Interactive Corporation.

Charles C. Baum
Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD   21223

Arnold M. Reichman
Business Consultant

Marc J. Gabelli
President of GGCP, Inc.; Chairman of Lynch 
Corporation

Matthew R. Gabelli
Vice President - Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580
Officers:

	Mario J. Gabelli

Marc J. Gabelli

Chairman, Chief Executive Officer and Chief 
Investment Officer

President
	Henry Kiernan
Vice President, Chief Financial Officer and 
Secretary

	



GAMCO Investors, Inc.
Directors:

	
               Edwin L. 
Artzt



                
               Raymond C. 
Avansino, Jr.

Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202

Chairman
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501

	Mario J. Gabelli

              
               John D. 
Gabelli


See above


Senior Vice President

	

	John C. Ferrara
See below



	Karl Otto Pohl (1)




              Robert S. 
Prather


              


              Frederic V. 
Salerno

              
              Vincent S. 
Tese




               Alan C. 
Heuberger

Sal. Oppenheim jr. & Cie.
Bockenheimer Landstrasse 20
D-6000 FRANKFURT AM MAIN
Germany

President & Chief Operating Officer
Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, GA 30319


Former Vice Chairman and Chief Financial Officer 
Verizon Communications

Lawyer, Investment Adviser and Cable Television 
Executive
c/o Bear Stearns & Company, Inc.
245 Park Avenue, 19th Floor
New York, NY 10167

Cascade Investment LLC
2365 Carillon Point
Kirkland, WA 98033

Officers:

	Mario J. Gabelli

Chairman, Chief Executive Officer and Chief 
Investment Officer

Douglas R. Jamieson

Henry G. Van der Eb

Michael R. 
Anastasio, Jr.

President and Chief Operating Officer

Senior Vice President

Vice President and Chief Financial Officer
	James E. McKee

Vice President, General Counsel and Secretary 

GAMCO Asset Management 
Inc.
Directors:


	Douglas R. Jamieson
	Joseph R. Rindler, 
Jr.
	Regina M. Pitaro
	F. William Scholz, 
II
	William S. Selby


Officers:


	Mario J. Gabelli
Chief Investment Officer

	Joseph R. Rindler, 
Jr.
Chairman

	Douglas R. Jamieson

              Michael R. 
Anastasio, Jr.
Executive Vice President and Chief Operating 
Officer

Vice President and Chief Financial Officer
Gabelli Funds, LLC
Officers:


	Mario J. Gabelli

Chief Investment Officer
	Bruce N. Alpert
Executive Vice President and Chief Operating 
Officer

	James E. McKee
Secretary



Gabelli Advisers, Inc.
Directors:


	Bruce N. Alpert
	John D. Gabelli
	Joseph R. Rindler. 
Jr.


Officers:


	Bruce N. Alpert
Chief Operating Officer

	James E. McKee
Secretary

Gabelli Securities, Inc.


Directors:


	Robert W. Blake
President of W. R. Blake & Sons, Inc.
196-20 Northern Boulevard
Flushing, NY   11358

	Douglas G. DeVivo
General Partner of ALCE Partners, L.P.
One First Street, Suite 16
Los Altos, CA   94022

	Joseph R. Rindler, 
Jr.

               Douglas R. 
Jamieson

               F. William 
Scholz, II
   
              
See above 

President and Chief Operating Officer

See above




Officers:


	Douglas R. Jamieson

               Michael R. 
Anastasio

               James E. McKee
See above

Vice President and Chief Financial Officer

Assistant Secretary



Gabelli & Company, Inc.
Directors:


	James G. Webster, III
Chairman & Interim President

	Irene Smolicz
Senior Trader
Gabelli & Company, Inc.



Officers:


	James G. Webster, III
Chairman & Interim President

	Bruce N. Alpert
Vice President - Mutual Funds



               James E. McKee
Secretary


Lynch Corporation, 
140 Greenwich Avenue, 4th Floor
Greenwich, CT 06830

Directors:



 
	
              E. Val Cerutti

Business Consultant, Cerutti Consultants
227 McLain Street
Mount Kisco, NY   10540
	
Avrum Gray



              Marc J. Gabelli

              John C. Ferrara

              
              Anthony R. 
Pustorino

Gbar Limited Partnership
440 South LaSalle, Suite 2900
Chicago, IL 60605

Chairman

President and Chief Executive Officer


Professor Emeritus
Pace University
1 Martine Avenue
White Plains, NY 10606

Officers:




 
            John C. Ferrara
See above

	


	Eugene Hynes
Secretary and Treasurer




Lynch Interactive Corporation, 
401 Theodore Fremd Avenue Rye, NY 10580


Directors:


	Paul J. Evanson
President
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740

	Mario J. Gabelli

See above - GGCP, Inc.


	Salvatore Muoio
Principal
S. Muoio & Co., LLC
Suite 406
509 Madison Ave.
New York, NY 10022

	 Daniel Lee




               Morris Berkowitz





               John C. Ferrara
Chairman and Chief Executive Officer
Pinnacle Entertainment, Inc.
3800 Howard Hughes Parkway, Suite 1800 
Las Vegas, Nevada 89109 

Consultant
Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, NY 10580


See above

               





Officers:


	Mario J. Gabelli
Chairman and Chief Executive Officer

	Robert E. Dolan 

Chief Financial Officer

               John A. Cole

Vice President, Corporate Development
Secretary and General Counsel
	(1) Citizen of Germany