EXHIBIT 23.2



CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the inclusion in this Registration Statement on Form S-3 
of our report dated February 24, 1999 relating to the financial statements of 
Churchil Downs Incorporated, which appears in this Registration Statement. We 
also consent to the incorporation by reference in this Registration Statement 
on Form S-3 of our report dated February 24, 1999 relating to the financial 
statements and financial statement schedule, which appears in Churchill Downs 
Incorporated's Annual Report on Form 10-K for the year ended December 31, 
1998. We also consent to the reference to us under the heading "Experts" 
in such Registration Statement.


PricewaterhouseCooprs LLP
Louisville, Kentucky
May 20, 1999