Undoubtedly the old order of racing passed away in 1864, as the A.J.C. then drew up the conditions of their now classic events, the Australian Derby and St. Leger Stakes, as they were then termed. Some years ago the word “Australian” was changed to “Australia” Jockey Club Derby, which has been shortened to A.J.C. Though Clove is given as the first Derby winner at Randwick, this is hardly correct. Certainly she was the winner of the first Australian Derby Stakes. There were, however, four Derbies even prior to Clove’s win in 1865. At the Autumn Meeting of 1865 the Western district horses Pasha (De Clouet’s), Union Jack and Alphonse were in great form. Union Jack, by St. John, who raced in the name of Mr. Gregory, won the Randwick Grand Handicap of 200 sovereigns (2 miles), and Alphonse, owned by Mr. McGregor, claimed the Waverley Stakes. Maid of the Lake won the All-Aged Stakes, and Tamworth defeated Sir Soloman in the Autumn Metropolitan Maiden Plate Stakes. There is no reason to give further details of racing at Randwick. It is stated in the club’s annual report of 1869 that the general improvements during the year cost £390/1/6. In buildings and fencing they spent £352/7/9. Members on the roll numbered three hundred and fifteen. The committee reported an increase in entries for coming events. Those for the Sydney Cup numbered forty-eight, against forty-one for the previous year, while there were twenty-eight in the coming Derby, twenty-seven for the St. Leger, fifteen stallions were put in for the Sires’ Produce Stakes, one hundred and thirty-two entries for the Mares’ Produce Stakes, and thirty-three for the Champagne Stakes. It is interesting to compare these figures with the entries for similar races run off in 1921. For the Derby of that season there were four hundred and thirty-three nominations, one hundred and eighty-five in the Metropolitan, three hundred and seventy-one in the Sires’ Produce Stakes, and three hundred and eighty-four for the St. Leger, while for the Champagne Stakes of 1922 the entry list totalled four hundred and fifty-two. How the members have increased is told by a resolution passed in 1921, when it was decided to limit the number to one thousand five hundred. During the last forty years several proprietary race clubs have come into existence. They race at Rosehill, Canterbury Park, Moorefield and Warwick Farm. Racing under the rules and regulations of the Jockey Club they have done well. In addition to these, four other clubs were racing in the metropolitan area in 1921, under what was termed Associated Club Rules—Ascot, Victoria Park, Kensington and Rosebery Clubs. They raced ponies and horses (all heights), and for the above year paid out in prize-money £106,646. Past and Present New South Wales Riders.