CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this  registration  statement on
Form  S-8 of our  report,  which  includes  an  explanatory  paragraph  for  the
Company's  change in its method of accounting for income taxes as of February 1,
1993,  dated  March  14,  1995  on  our  audits  of the  consolidated  financial
statements and financial  statement  schedule of Churchill Downs Incorporated as
of December  31,  1994,  December 31, 1993 and January 31, 1993 and for the year
ended  December 31, 1994, for the  eleven-month  period ended December 31, 1993,
and for the year ended  January 31, 1993,  which report is included in Item 8 of
the Annual Report on Form 10-K filed March 31, 1995 (File No. 0-1469).


/s/ Coopers & Lybrand, L.L.P.
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COOPERS & LYBRAND, L.L.P.
Louisville, Kentucky
July 17, 1995