October 17, 2019

Marcia A. Dall
Executive Vice President and Chief Financial Officer
Churchill Downs Incorporated
600 North Hurstbourne Parkway
Suite 400
Louisville, KY 40222

       Re: Churchill Downs Incorporated
           Form 8-K Furnished March 5, 2019
           File No. 001-33998

Dear Ms. Dall:

      We have reviewed your filing and have the following comment. In our
comment, we
may ask you to provide us with information so we may better understand your
disclosure.

       Please respond to this comment within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this comment, we may have additional
comments.

Form 8-K Furnished March 5, 2019

General

1.    We note you completed the acquisition of Midwest Gaming Holdings, LLC on
March 5,
      2019. Please tell us how you considered Rule 3-05 of Regulation S-X in
your
      determination of whether the financial statements of Midwest Gaming
Holdings, LLC
      were required to be filed.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Marcia A. Dall
Churchill Downs Incorporated
October 17, 2019
Page 2

       You may contact Stephen Kim at 202-551-3291 or Doug Jones at
202-551-3309 if you
have questions.



FirstName LastNameMarcia A. Dall                       Sincerely,
Comapany NameChurchill Downs Incorporated
                                                       Division of Corporation
Finance
October 17, 2019 Page 2                                Office of Trade &
Services
FirstName LastName