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From ESPN:
Kentucky's third-largest city is Churchill Downs on Derby Day, trailing only behind Louisville (550,000-plus) and Lexington (268,000-plus). In fact, there will be more people at the Derby than in the state's next three largest cities -- Owensboro, Bowling Green and Covington -- combined.
Just like how Memorial Stadium becomes the third largest city in Nebraska on game day.
ESPN Kentucky Derby
Kentucky's third-largest city is Churchill Downs on Derby Day, trailing only behind Louisville (550,000-plus) and Lexington (268,000-plus). In fact, there will be more people at the Derby than in the state's next three largest cities -- Owensboro, Bowling Green and Covington -- combined.
Just like how Memorial Stadium becomes the third largest city in Nebraska on game day.

ESPN Kentucky Derby