POWER OF ATTORNEY
             Know all by these presents, that the undersigned hereby constitutes
  and appoints each of General Counsel for Churchill Downs Incorporated, Vice
President, Associate General Counsel and the Director of Corporate Governance &
Licensing, signing singly, the undersigned's true and lawful attorney-in-fact
to:
(1)        execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Churchill Downs Incorporated (the
"Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities
  Exchange Act of 1934 and the rules thereunder;
  (2)        do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
  Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and
  timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3)        take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
  undersigned pursuant to this Power of Attorney shall be in such form and shall
  contain such terms and conditions as such attorney-in-fact may approve in such
  attorney-in-fact's discretion.
	The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
  could do if personally present, with full power of substitution or revocation,
  hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
  with Section 16 of the Securities Exchange Act of 1934.
          This Power of Attorney shall remain in full force and effect until the
  undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
  to the foregoing attorneys-in-fact.
        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
  be executed as of this 3rd day of May, 2016.

/s/ Marcia A. Dall

Signature


Marcia A. Dall
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