11/14/2001 1:00AM

Falls City will be Distaff II


LOUISVILLE, Ky. - An enticing rematch between the first two finishers in the Breeders' Cup Distaff appears set, as trainer Dallas Stewart has tentatively committed the Distaff winner, Unbridled Elaine, to run against the runner-up, Spain, in the Nov. 22 Falls City Handicap at Churchill Downs.

Stewart said Unbridled Elaine still had to exit a Thursday work in good shape, but he expects all to go well. "She hasn't had a bad day since she ran," he said.

Spain, who arrived here Tuesday from California, will be ridden by Robby Albarado in the $250,000 Falls City, a Grade 3 race at 1 1/8 miles. "She's absolutely on top of her game," said trainer D. Wayne Lukas.

Pat Day will ride Unbridled Elaine again.

The rematch figures to carry major implications for the Eclipse Awards. Unbridled Elaine, a 3-year-old filly, and Spain, a 4-year-old filly, already are major contenders in their divisions.

Other top fillies such as Printemps, Miss Linda, and De Bertie also are pointing to the Falls City.