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Horse racing in Illinois and throughout the nation, embattled for more than two decades by a growing array of competitors, must either repackage itself to attract a new audience or fall further behind the pack.

Since the heyday of Illinois racetracks in the mid-1970s, the amount of money bet at the state`s tracks-the major source of revenue in the industry-has dropped by nearly half. Across the country, horse racing has been in a similar tailspin.

As a sport, racing has been overshadowed by the increasingly high-profile major leagues of basketball, football, hockey and baseball.

As an entertainment, it has been the victim of videocassette movie rentals, family-oriented theme parks, the physical fitness craze and its lingering image as the sport of snobs or lowlifes.

As gambling, it has seen its former monopoly on legal wagers severely undercut by state lotteries, riverboat casinos and dog-racing tracks.

And just as the industry is coming to grips with finding new ways to attract new bettors, it is facing its greatest challenge: the unexpected proliferation of casino gambling throughout the U.S.

And the most important battle of that war is being fought in Chicago, where three casino firms, with Mayor Richard Daley`s strong support, have proposed a $2 billion casino-entertainment complex near the Loop.

If the casinos are approved, ”there`d be no racing in Illinois in six or seven years,” predicted Charles ”Stormy” Bidwill Jr., president of thoroughbred racing at Sportsman`s Park in Cicero.

So far, the industry has staved off the casino invasion by enlisting the support of Gov. Jim Edgar and other Republicans. Yet even without the competition of land-based casinos, the long-term health of horse racing in the state is far from assured.

”I can`t paint a very rosy picture of the future,” said Don Stevens, a top owner and breeder of harness horses in Illinois. ”If they were to hold it at the same level, that would be a success of sorts.”

Much more optimistic, however, is Richard Duchossois, who has poured an estimated $175 million into the palace-like Arlington International Racecourse in Arlington Heights, where Arlington Million XII is being run Sunday. The Million, with prizes of more than $1 million, is one of U.S. horse racing`s premier events.

”I would never have invested the ton of money I did if I hadn`t believed there would be a good future,” he said.

Although the opulent new Arlington facility, which opened in 1989, has become a major showcase of racing in the country, it still isn`t making money, Duchossois acknowledged. Nonetheless, Ed Duffy, Arlington`s president, insisted that profitability ”is an achievable goal” eventually.

Around the nation, Illinois has a reputation as one of the more robust venues for racing. But that may say more about the fragility of the industry in the U.S. than it does about its strength in Illinois.

Earlier this month, in a speech to industry officials, Robert N. Clay, president of the Thoroughbred Owners and Breeders Association, noted, ”In 1974, (horse) racing enjoyed 35 percent of the legalized gambling market in North America. Today, racing`s share has dropped to 9 percent.”

And he warned that because of the fragmentation of the industry and its lack of an effective marketing strategy, ”we are ripe picking for our competition.”

U.S. horse racing has been on a sharp decline for more than two decades. In inflation-adjusted dollars, the total amount bet on races, known as the handle, fell from nearly $22 billion in 1970 to $14 billion in 1989. And that slide occurred despite the growth of off-track betting at the end of the 1980s.

In Illinois, the handle peaked in 1976, at nearly $2.3 billion in inflation-adjusted dollars, despite competition from the state lottery introduced two years earlier. But then, betting went into a 10-year free fall, down to $1 billion in 1986.

Over the next three years, racetracks made a modest recovery with the substantial aid of legislatively permitted off-track betting parlors (OTBs), a 77 percent cut in the state tax on on-track bets and an even deeper cut in the tax on off-track bets.

Yet the recovery stalled at $1.3 billion in 1989 and 1990 and then slipped to $1.2 billion in 1991.

Unlike other major professional sports, horse racing has no central authority with the responsibility to plan for the future and the power to push or pull everyone in the same direction. Rather, each state that permits racing has its own racing board, its own rules and its own agenda.

That was fine for owners, breeders and track operators in the 1930s and 1940s, when racing was newly legalized in the U.S., because unless you went to Las Vegas, the tracks were the only places you could go to wager legally.

And they didn`t mind the high state taxes or the requirement that tracks be on the outskirts of cities so they wouldn`t offend the sensibilities of some residents.

While the rest of the world has changed dramatically over the past half century, horse racing, to a great extent, has remained static.

”We have to adapt,” Clay said. ”When you`ve got a monopoly, you get used to sitting on your hands. We no longer have a monopoly.”

Yet tradition is such a romantic element to the sport-entwined in almost everything that happens at a track-that horse racing is a particularly difficult industry to change.

Also working against horse racing is its often snobbish image and the daunting intricacies of its wagering system.

Thoroughbred racing has the further burden of being staged in the afternoon, when many potential bettors are at work. Harness racing is held at night, but its main source of bettors, the lower middle class, has been particularly hard hit by recent recessions and the shift in the national economy away from manufacturing.

The key, according to many industry experts, is to make it much easier for people to bet on races without going to the track.

Some suggest that home betting, using cable television and the telephone, is the future of horse racing. Others argue that horse racing has to out-lottery the state lotteries by expanding the off-track betting network even into convenience stores and corner drugstores.

Duchossois, who rebuilt the Arlington track after a 1985 fire, is riding the OTB wave with the other Illinois tracks. But he`s even more committed to a strategy of highlighting the entertainment aspect of the sport-”the excitement and joy of racing,” he calls it-as a means of attracting a new generation of fans.

”Arlington, before the fire, was a racetrack, pure and simple. Arlington today is a family entertainment facility,” he said. ”If we`re going to survive, we had better get our act together. We had better start marketing, and that`s what we`re doing.”

At the new Arlington, there are puppet shows for children, plush meeting rooms for business groups and gold-coated college students whose sole job is to explain the mysteries of parimutuel wagering to neophyte bettors. All of it is geared to be fun and to erase horse racing`s anachronistic aura.

But it`s an uphill struggle. Duffy noted that newcomers bet much less than longtime fans. As a result, for every old bettor Arlington loses, it must find eight new ones, he said. (Last year, the average per capita betting at Arlington was $122.)

Many in racing in Illinois predict that once the national economy picks up, so will betting at the seven tracks in the state. But that hasn`t been the historic pattern.

In fact, after the end of the recessions of 1974-75 and 1981-82, betting continued to fall, in large part because of the increasing competition and the industry`s resistance to change.

The competition today is much tougher than it was then, but racetracks, breeders and horse owners contend that they can handle any threat except a monster casino-entertainment complex near the Loop, smack-dab in the middle of their betting market.

Despite offers from the casino sponsors and urgings from Daley, the state`s horse-racing industry has taken a hard line against the casino proposal.

”We`ve told them what we want: Leave us alone,” said Billy Johnston, president of harness racing at Sportsman`s and part-owner at Maywood Park in Maywood and Balmoral Park in Crete.

But, knowing how political winds can change, Johnston, for one, has developed a worst-case plan to save his tracks and his business if the casino juggernaut is successful: Seek legislative permission to let tracks also include casinos.

”If they`ve got slot machines at their places, why shouldn`t we have slot machines?” he said. ”Why don`t they let us put table games out here?

Here and at our OTBs? There`s plenty of room for a casino here.”

This, however, would be a last resort, he emphasized.

”I don`t want to run a casino,” he said, ”but I also don`t want to be running to the unemployment lines.”