EXHIBIT 23.3



         Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the caption "Experts" and to 
the incorporation by reference in the Registration Statement (Form S-3) and 
related Prospectus of Churchill Downs Incorporated for the registration of 
two million shares of common stock of our report dated April 7, 1998, with 
respect to the consolidated financial statements of Racing Corporation of 
America included in Churchill Downs Incorporated's Current Report (Form 
8-K/A) dated December 21, 1998, filed with the Securities and Exchange 
Commission.

                                   /s/ Ernst & Young LLP

May 20, 1999
Louisville, Kentucky