UNIVERSITY OF KENTUCKY
            SERIES M (SECOND SERIES) BOND RESOLUTION

         A RESOLUTION OF THE BOARD OF TRUSTEES OF
         UNIVERSITY   OF   KENTUCKY,   AUTHORIZING   THE
         ISSUANCE OF $6,680,000 (PLUS OR MINUS UP TO
         $665,000) CONSOLIDATED EDUCATIONAL BUILDINGS
         REFUNDING REVENUE BONDS, SERIES M (SECOND
         SERIES).

         WHEREAS, the Board of Trustees of the University of
Kentucky, by Resolution entitled:

          "A RESOLUTION OF THE BOARD OF TRUSTEES OF
          UNIVERSITY OF KENTUCKY, A STATE SUPPORTED
          INSTITUTION OF HIGHER LEARNING OF THE COMMON-
          WEALTH OF KENTUCKY, CREATING AND ESTABLISHING A
          CONSOLIDATED EDUCATIONAL BUILDINGS PROJECT OF
          SAID UNIVERSITY OF KENTUCKY; CREATING AND
          ESTABLISHING AN ISSUE OF CONSOLIDATED EDUCA-
          TIONAL BUILDINGS REVENUE BONDS OF THE BOARD OF
          TRUSTEES  OF  SAID   UNIVERSITY  OF   KENTUCKY;
          PROVIDING FOR THE ISSUANCE OF SUCH BONDS FROM
          TIME TO TIME; AND PROVIDING FOR THE PAYMENT OF
          THE PRINCIPAL OF AND INTEREST ON SAID BONDS
          FROM REVENUES IN SUCH MANNER AS NOT TO CONSTI-
          TUTE INDEBTEDNESS OF THE BOARD, THE UNIVERSITY,
          OR THE COMMONWEALTH,"

heretofore adopted on September 20, 1960 (the "Basic Resolution" or
"Resolution"), has created and established an issue of University
of Kentucky Consolidated Educational Buildinas Revenue Bonds of the
Board of Trustees of the University of Kentucky (the "Bonds"); and

          WHEREAS, the Basic Resolution authorizes the issuance by
said Board of said Bonds in one or more Series pursuant to a series
resolution authorizing each such Series; and

          WHEREAS, the Board has previously authorized, sold,
issued and has outstanding prior issues of Bonds designated
"University of Kentucky Consolidated Educational Buildings Revenue
Bonds, Series C, Series D (Refunding), Series E, Series I, Series
J, Series K, Series L, Series M and Series N," and "University of
Kentucky Consolidated Educational Buildings Refunding Revenue
Bonds, Series F (Second Series), Series G, Series H and Series I
(Third Series), and Series K (Second Series); and has determined
that the Board is in compliance with the conditions set fort.i in
Section 7.10 of the Basic Resolution relative to the issuance of
the Series M (Second Series) Bonds (authorized herein) on a basis
of parity and equality as to security and source of payment with
such outstanding Bonds of Series C, D (Refunding), E, I, J, K, L,
M, N, and F (Second Series), G, H and I (Third Series) and K
(Second Series) (hereinafter the "Series C through N Bonds"); and