- 2 -



      Mr. Wilcoxson moved that these officers be approved. The motion,
seconded by Mr. Ulmer, carried unanimously.

      Mr. Wilcoxson placed the following slate of Executive Committee
members for 1994-95 in nomination:

             Edward T. Breathitt, Chairperson
             Robert P. Meriwether, Vice Chairperson
             James F. Hardymon
             William B. Sturgill
             Billy B. Wilcoxson
             Lois C. Weinberg, Secretary, ex officio

      Mr. Wilcoxson moved that these individuals be approved as the
Executive Committee for 1994-95. His motion was seconded by Mr. Shoop and
passed. Thereupon, the presiding role was returned to the re-elected
Chairman.

       E.    President's Report to the Trustees (PR 1)

       President Wethington called attention to the following items in his
report and asked the members to peruse the other significant items in the
report at their leisure.

       1.   A record number of 82 National Merit Scholars are enrolled in
             the 1994 freshman class at the University of Kentucky. The
             record surpasses last year's high of 68 and is nearly seven
             times the number of National Merit Scholars at UK five years
             ago.

       2.   Enrollment for the fall semester in the University System
             climbed slightly to an estimated 24,360 students, compared with
             last year's total of 24,288.

       3.   Kentucky is one of 10 states chosen to participate in a program
             aimed at improving the distribution of primary care providers
             in underserved rural and inner-city communities. The two-stage
             grant program is a $16.5 million initiative of the Robert Wood
             Johnson Foundation.

       4.    The Small Business Administration has appropriated $2.5 million
             for the design and construction of Phase II of the Student,
             Performing Arts and Regional Classroom Center at Hazard
             Community College.

       5.   Astronaut Story Musgrave, who served a surgical internship at
             UK, will return to the Medical Center campus this month to talk
             about his career as a scientist/astronaut. He will be the
             featured speaker at the annual Sanders-Brown Center on Aging
             Foundation dinner and will deliver the annual Coleman Johnston
             Lecture to the Department of Surgery.

       6.    Forty students will receive UK Masters in Social Work degrees
             at a graduation ceremony at Morehead State University. This is
             the third group of students to graduate from the "Off-Campus
             MSW" offered by UK at Morehead since 1988.