EXHIBIT 23.1

                        CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the inclusion in this Amendment 1 to the Registration
Statement on Form S-3 of our report dated February 24, 1999 relating to
the financial statements of Churchill Downs Incorporated, which appears in
this Registration Statement as amended. We also consent to the incorporation
by reference in this Amendment 1 to the 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 as amended.

                                      /s/ PricewaterhouseCoopers LLP

Louisville, Kentucky
June 15, 1999