Incorporated on 17 July 1862, this was a 4-mile branch from Sutton to Epsom Downs promoted by local business men to exploit traffic to the racecourse. Dissensrion among the Directors almost wrecked the venture, and it was perhaps a relief when the company amalgamated with the LB&SCR on 29 July 1864 - the like opened on 22 May 1865.