EXHIBIT 23

               We consent to the  incorporation by reference in the registration
statements of Churchill Downs Incorporated on Forms S-8 (File No.33-85012 and 
File no. 33-61111) of our  report,  which  includes  an  explanatory  paragraph
regarding a change in the method of accounting for income taxes,  dated March 8,
1996 on our  audits  of the  consolidated  financial  statements  and  financial
statement  schedule of  Churchill  Downs  Incorporated  as of December 31, 1995,
December  31, 1994,  and  December 31, 1993 and for the year ended  December 31,
1995,  December 31, 1994 and for the eleven month period ended December 31, 1993
which report is included in this Annual Report on Form 10-K.




/s/Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.

Louisville, Kentucky
March 29, 1996














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