LOUISVILLE, Ky. - Hold Me Back and Square Eddie, who turned in promising but losing efforts in Keeneland's major prep races for the Kentucky Derby, both had their final works for the 135th Derby on a warm Sunday morning at Churchill Downs.

Hold Me Back is coming off a second-place finish to General Quarters in the Blue Grass Stakes. Daily Racing Form caught him going five furlongs in 1:01.15 under his Derby jockey, Kent Desormeaux, while out-working another Bill Mott-trained stablemate, the maiden Flying Warrior.

GRAND ISLAND, Neb. - Budge Man made the 14-hour haul from his base at Keeneland on Thursday worth the trip with by posting a 2 1/2-length score in the $75,000 Bosselman/Gus Fonner Stakes at Fonner Park on Saturday afternoon.

ALTOONA, Iowa - Don'ttalktome relished the Prairie Meadows slop Friday night crushing her opposition by 12 lengths in the $50,000 Goldfinch Stakes. After stalking Lorettine's pace, Don'ttalktome , a 3-year-old filly by Cactus Ridge, produced a breathtaking display when roused and then stopped the clock in a quick 1:09.53 for six furlongs.

ELMONT, N.Y. - Though more stringent tests lay ahead, Quality Road gave his connections a reason to exhale somewhat Saturday as he jogged 1 3/4 miles at Belmont Park and showed no ill effects from a quarter crack he has on his right front foot. It was the first of three training sessions that will determine whether Quality Road will be able to make it to the starting gate for Saturday's 135th Kentucky Derby.

ALBANY, Calif. - Mr Napper Tandy erased a lot of frustration for trainer Jack Carava as he won the first stakes of his career by nipping Yacht Spotter by a head in the final strides of Saturday's Grade 2, $300,000 San Francisco Mile at Golden Gate Fields.

The British-bred 5-year-old horse had three wins, 11 seconds and one third in 22 races coming into the San Francisco Mile. Five of those seconds and the third had come in stakes races.

INGLEWOOD, Calif. - The first eight races of Saturday's California Gold Rush program at Hollywood Park were just short of a disaster for jockey Garrett Gomez. He rode six of the races, and his best result was two fifth-place finishes.

"It was getting a little frustrating," he said.

Then, a 5-1 shot named Compari, saved Gomez's afternoon. Making his stakes debut, Compari led throughout the $250,000 Snow Chief Stakes for 3-year-old statebreds.

GRAND PRAIRIE, Texas - Jonesboro became a millionaire in style on Saturday when he overcame trouble on both turns and then closed with determination down the middle of the track to register the richest win of his career in the Grade 3, $300,000 Texas Mile at Lone Star Park. The score came before a crowd of 16,389, on a card of four stakes worth a cumulative $450,000.

"It's nice to have a millionaire in the family," said Michael Langford, who owns Jonesboro.

Disfunction ($8.50) overtook the leaders in deep stretch to capture the $158,850 Jacques Cartier Stakes at Woodbine on Saturday.

Disfunction, normally a front-runner, followed Stradivinsky through an opening quarter-mile in 22.46 seconds, before dropping back to fifth on the turn. Jockey Emile Ramsammy angled Disfunction wide exiting the turn, and he edged by Field Commission and Shadowless late to prevail by a neck, in a time of 1:08.62 for the six furlongs.

Brickell apparently can't tell the difference between modestly priced claimers and stakes horses.

Moved up substantially in class after winning four in a row for claiming prices ranging from $10,000 to $16,000, along with a $7,500 starter allowance, the 8-year-old Brickell connected for a $102.40 upset in the $75,000 Henry Clark Stakes at Pimlico.

STICKNEY, Ill. - Stonehouse left no doubt: If there's another Illinois-bred route horse better than he, that horse has not yet made it to Chicago.

Stonehouse pressed the slow pace of 50-1 shot Gathering Kings, took the lead at the top of the stretch, and cruised to a 5 3/4-length victory in the $90,975 Milwaukee Avenue Handicap on Saturday at Hawthorne. That gave Stonehouse victories in three straight stakes races - two of them of the open variety - and wins in the last two Illinois-bred route stakes here at Hawthorne.