If you can't beat 'em, join 'em. That's the mindset of racetrack leaders who are now champing at the bit to put slot machines into their facilities after witnessing the successful mix of slots and racing in West Virginia, Toronto, Delaware and Iowa.

But now, the strong hope and even stronger lobbying effort is taking place in the stronghold of racing purists: Kentucky.

Where on Feb. 17, 1994, the esteemed chairman of Keeneland, James "Ted" Bassett, defiantly stood before a packed chamber of legislators and media and scolded them on the dangers of merely thinking about riverboat gambling. "We're not going to cave in to a hypothetical threat of a mythical armada cruising down the Ohio under the disguise of a legislative act that has yet to be passed by most of our neighboring states," he declared.

Eight years later, the ship hasn't just come in, it has left the state's racetracks bobbing in a huge wake. Indiana embraced riverboat gaming and has since allowed casinos to move to dry land. In October, Bassett admitted "the mythical armada has docked and we have to revise our thinking about alternative gaming."

Turfway Park president Bob Elliston has been a leading proponent for slots. Located in northern Kentucky near Indiana, his track is surrounded by gaming competition.

"Just 10 miles away is the largest, most profitable riverboat (Argosy Casino) in the country. They are handling 15,000 to 17,000 people a day," he says in almost disbelief, "and there's another one 20 minutes from here, and then another 35 minutes away."

Adding to his woes are slots in West Virginia. Mountaineer RaceTrack has siphoned off Turfway-based horses with bigger purses. "I'm watching a Mountaineer race the other night. It's a $15,000 claiming that paid almost $29,000 in purses. Here the purse would be $13,000 to $14,000 and at Churchill maybe $17,000 to $18,000.

"It's difficult for a trainer to tell the owner 'We're staying in Kentucky' where they'll face the twice the competition for half the money. We have to increase our purses and it's been proven that slots can do that."

Elliston feels it should be a no- brainer to get legislation passed allowing racetracks to have slots. "In 2000, three tracks in the northern Kentucky/southern Ohio area -- us, River Downs and the harness track Lebanon -- together brought in $210 million. That same year, three riverboats in Indiana brought in $7.5 billion."

Turfway would appear to be the flagship if slots are allowed in Kentucky. The track is co-owned by casino power Harrah's, Gtech a leading lottery computer supplier and the Keeneland Association. And it is located just 10 miles from downtown Cincinnati.

Churchill Downs has been looking at competition as well, across the river in Indiana. Caesars has built a new casino that is a quick trip from downtown Louisville. The company has also put out an aggressive ad campaign reaching into the Lexington market.

The state's eight Thoroughbred and harness racetracks are putting up a united front, receiving the necessary endorsement last month from Keeneland and its president, Nick Nicholson.

But the approval the tracks are looking for hasn't been forthcoming from the legislature. The almost two-dozen registered lobbyists for the horse industry are battling with a few former legislators who are looking out for Indiana's casino interests. Even former Turfway co-owner Jerry Carroll, who owns the Kentucky Speedway, has said he was for alternative gambling, but hasn't made a stand on who should control it. The racetracks say they must.

"If the tracks don't control it, then we're dealing with more competition," argues Elliston. "We know about gaming and have the facilities to accommodate it."

However, there is debate since the tracks originally began their bid for slots about including the state's off-track betting facilities.

"I see alternative gaming as a way for the state to have more income and I'm probably leaning that way," says state senator Johnny Ray Turner. "People are either going to do it here or in another state. But horse racing is a part of our heritage and slot machines aren't. What I think is the best way to address this is to go all out for casino gaming in a bill. The industry must tell us what they want exactly. We can't say yes to video lottery terminals now and then come back in four years and debate about expanding to table games or if now it's time to include OTBs."

The debate will likely continue until the legislators convene in early April. A track lobbyist said he couldn't set the odds on a bill passing. "I'd like to say we're at the sixteenth pole and leading, but in reality we're at the half in about 47 and change."