CHURCHILL DOWNS INC
S-3, EX-23.3, 2000-08-11
RACING, INCLUDING TRACK OPERATION
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<PAGE>  35

                                  EXHIBIT 23.3

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby  consent  to  the incorporation  by
reference in this Registration Statement on Form S-3 of our report dated June 9,
1999 on the combined financial statements of the Hollywood Park Race  Track  and
Casino, which reports appear in Churchill Downs Incorporated's Form 8-K/A  dated
November 24, 1999.

/s/ Arthur Andersen LLP

Arthur Andersen LLP
Los Angeles, California
August 8, 2000



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