BY-LAWS



                  UNIVERSITY HOSPITAL OF THE
           ALBERT B. CHANDLER MEDICAL CENTER, INC.

                           ARTICLE I

 PRINCIPAL OFFICE AND REGISTERED OFFICE AND REGISTERED AGENT


1.1 The address of the principle and registered office of the
     corporation in this State shall be: University Hospital,
     Inc., 800 Rose Street, Lexington, Kentucky 40536, and the
     name and address of its registered agent shall be: Frank
     Butler, University Hospital, 800 Rose Street, Lexington,
     Kentucky 40536.

1.2 The majority of the members of the Board of Directors at any
     meeting, monthly or special, may change the name of the
     registered agent and/or address of the registered office.


                           ARTICLE II

                           DIRECTORS


2.1 Board of Directors. The affairs of the corporation shall be
     conducted and managed by the Board of Directors. The Board
     of Directors shall provide University Hospital with the
     direction necessary to be successful and to insure that the
     corporation is managed in support of the mission of the
     University of Kentucky.

2.2 Appointment. The Board of Directors shall be appointed by
     the Board of Trustees of the University of Kentucky from
     among their number.

2.3 Number. The number of voting Directors composing such Board
     of Directors shall be five (5). The members of the Board of
     Directors shall consist of the following:








2.4 Advisory Directors. In addition to the five voting members,
     there shall be five (5) Advisory Directors whose role shall
     be to provide support and advice to the Board. The Advisory
     Directors shall consist of the individuals holding the
     following positions: (1) Chancellor of the A.B. Chandler