EXHIBIT 23

               We consent to the  incorporation by reference in the registration
statement of Churchill Downs Incorporated on Form S-8 (File No. 33-85012) of our
report  dated  March  7,  1997  on  our  audits  of the  consolidated  financial
statements and financial  statement  schedule of Churchill Downs Incorporated as
of December 31,  1996,  1995 and 1994 and for each of the three years then ended
which report is included in this Annual Report on Form 10-K.





/S/COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.

Louisville, Kentucky
March 28, 1997


      
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