ARTICLE I. AUTHORITY AND DEFINITIONS



          Section 1.01   Authority of Original Resolution.     This
Resolution (hereinafter referred to as the "Series M [Second
Series] Resolution") is adopted in accordance with Article II,
Section 2.03 of the Basic Resolution.

          Section 1.02. Definitions of Resolution Reaffirmed.

          (a) All terms which are defined in Article I of the
Basic Resolution shall have the same meanings, respectively, in
this Series M (Second Series) Resolution as such terms are given in
said Article of the Basic Resolution.

          (b) In this Series M (Second Series) Resolution, Series
M (Second Series) Bonds shall mean the Bonds authorized by Article
II of this Series M (Second Series) Resolution.

          Section 1.03.  Statutory   Authority.    This   Series   M
(Second Series) Resolution is adopted pursuant to the provisions of
Section 162.340 through 162.380 and 58.010 through 58.140 of the
Kentucky Revised Statutes and the Resolution.

           ARTICLE II. AUTHORIZATION, PURPOSE AND TERMS
                 OF SERIES M (SECOND SERIES) BONDS

          Section 2.01.  Authorization of Series M (Second Series)
Bonds on a Parity with Series C through N Bonds.    Pursuant to the
provisions of the Resolution there is hereby authorized to be
issued by the Board of Trustees of University of Kentucky, in its
corporate capacity, a series of bonds in the aggregate principal
amount of SIX MILLION SIX HUNDRED EIGHTY THOUSAND DOLLARS
($6,680,000) (plus or minus up to $665,000).   Such Bonds shall be
designated as "University of Kentucky Consolidated Educational
Buildings Refunding Revenue Bonds, Series M (Second Series)." Said
Series M (Second Series) Bonds are hereby declared to have been
authorized under the Resolution and in conformity with the provi-
sions of Section 7.10 of the Resolution.    The Board hereby repre-
sents that the conditions prescribed in Section 7.10 of the
Resolution will have been complied with before the time of issuance
of the Series M (Second Series) Bonds, and that the Series M
(Second Series) Bonds are issued on a basis of parity with the
Series C through N Bonds.

          Section 2.02. Purpose of Series M (Second Series) Bonds.
Said Series M (Second Series) Bonds are being issued for the
purpose of 'i) redeeming on November 1, 2001, $5,865,000 principal
amount of Series M Bonds maturing on and after May 1, 2003, at a
redemption price of 102% of the principal amount of Series M Bonds
being redeemed, plus accrued interest to date of redemption, and to
pay the interest accruing thereon to and including November 1,
2001, through the deposit in escrow with the Trustee of the net
proceeds of the Series M (Second Series) Bonds herein authorized
and other funds that may be made available for such purpose, for



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