RESOLUTION



               RESOLUTION OF THE EXECUTIVE COMMITTEE OF THE
               BOARD OF TRUSTEES OF THE UNIVERSITY OF KENTUCKY
               ACCEPTING THE SUCCESSFUL BID FOR THE PURCHASE
               OF UNIVERSITY OF KENTUCKY COMMUNITY COLLEGES
               EDUCATIONAL BUILDINGS REFUNDING REVENUE BONDS,
               SERIES A, C, F AND H (SECOND SERIES) DATED
               JANUARY 1, 1994.

               WHEREAS, pursuant to a resolution of the Board of
     Trustees (the "Board") adopted on December 14, 1993, the Board
     authorized  the  advertisement   for  bids   for  the   sale  of  the
     $55,415,000 (plus or minus up to $5,540,000) of University of
     Kentucky Community Colleges Educational Buildings Refunding Revenue
     Bonds, Series A, C, F and H (Second Series), dated January 1, 1994
     (the "Series A, C, F and H [Second Series] Bonds"); and

               WHEREAS, the sale of the Series A, C, F and H (Second
     Series) Bonds has been advertised in accordance with law for the
     receipt of bids for the Series A, C, F and H (Second Series) Bonds
     at 10:00 A.M., E.S.T., on January 12, 1994, and the Executive
     Committee of the Board will accept the lowest and best bid received
     upon the advice of J.J.B. Hilliard, W.L. Lyons, Inc., the Financial
     Advisor to the Board; and

               WHEREAS, all bids received for the purchase of. said
     Series A, C, F and H (Second Series) Bonds from the Board of
     Trustees have been duly considered and are as follows:

                                    AMOUNTS BID FOR SAID
                                    $55,415,000 PRINCIPAL
                                    AMOUNT OF BONDS, PLUS
                     INTEREST       ACCRUED INTEREST FROM         INTEREST
     BIDDERS          RATES            JANUARY 1, 1994             COST

Dillon Reed & Co., Inc.4.7442%       $54,306,775.70             $28,190,974.30
Lehman Brothers        4.7540%        54,306,700.00              28,249,233.33
Kemper Securities, Inc.4.7569%        54,306,979.25              28,266,079.60
Chemical Securities, Inc. 4.7592%     54,306,700.00              28,279,787.50
Morgan Stanley & Co., Inc. 4.7752%    54,324,995.70              28,375,120.97
Merrill Lynch          4.8570%        54,306,757.45              28,861,559.22