LOUISVILLE -- Venerable old Churchill Downs is in the midst of a $121-million renovation project, and the look and feel of the place are jarringly different. For this year, the media are situated in the simulcasting center behind the grandstand because the old press box no longer exists. Even many of the swells have been displaced, because three of the six levels of Millionaires Row upstairs are still under construction, relocating 3,500 of the megabucks set to the temporary infield hospitality village. When the rich get moved around, even for a year, you know it's serious change. They're not kidding when they call this 130th Run for the Roses the Demolition Derby.

Phase I of the project was finished last fall with the building of 64 luxury suites and three extra floors on the ancient grandstand. Phase II , scheduled for completion next April, will rebuild Millionaires Row (you knew those folks could never be forgotten), add even more luxury suites and create ultra-modern betting areas.

Radical change was long overdue for the track that has hosted the Derby on this land in South Louisville since 1875. There will be 2,800 more seats and an additional 404,000 square feet in use. There's already a lot more room in the backyard, which alleviates the crush on Oaks and Derby Days, but I'm not crazy about the concrete look.

Of course, you can't judge anything until it's finished and you've seen it up a few times up close and from a distance, but as a traditionalist and a 53-year-old creature .of habit, I'm a bit disoriented. With deepest apologies to the immortal Stephen Foster, here's my pseudo-poetic take on the 21st Century Churchill Downs, sung to the Derby's hymn, "My Old Kentucky Home":

"The sun shines bright on the old construction site, The hard hats, they hammer away, The concrete's poured and the wrecking ball it swings, More luxury suites are on the way.

"The young folks drink and keel over on the floor, "Mint juleps have blown them away, "They're so burnt out that they're unaware of change, "While the sad horseplayers pay and pay.

CHORUS: "Weep no more, rich ladies, "Oh weep no more today "Let us sing one song for your new Kentucky home "Where you'll booze it up and wager on Pat Day."