EXHIBIT D

                OFFICIAL TERMS AND CONDITIONS OF SALE OF BONDS



            UNIVERSITY OF KENTUCKY HOSPITAL REVENUE BONDS, SERIES A

DATE AND HOUR OF SALE:

           The Board of Trustees of the University of Kentucky, a body
corporate pursuant to Section 164.160 of the Kentucky Revised Statutes, with
all powers generally vested in corporations, will, until              p.m., E.D.T.,
on _    _, _       _, 19 _, at     the office   of  the  President,  Administration
Building,  University  of Kentucky Campus,   Lexington,  Kentucky   40506,  receive
competitive, sealed bids for the purchase of $                of its University of
Kentucky Hospital Revenue Bonds, Series A, dated           1, 19 _, subject to the
terms and conditions set forth herein.

DESCRIPTION OF BONDS:

           The  Bonds  shall  bear   interest  from          1,  19 _,  payable   on
         1, 19 _, and   thereafter  semiannually  on            1 and          1 of
each year, shall be in the denomination of $5,000 or any whole multiple thereof
within the same maturity, shall be registered as to principal and interest,
shall be numbered beginning with number R-1 upward, shall mature serially on
August 1 in each of the years 1990 through 2000, in such principal amounts as
follows:

Bond Year                                 Bond Year
Ending          Principal                 Ending              Principal
       I        Maturing                         1            Maturing
1990            $                         2000                $
1991                                      2001
1992                                      2002
1993                                      2003
1994                                      2004

1995                                      2005
1996                                      2006
1997                                      2007
1998                                      2008
1999                                       2009

REGISTRATION:

                                                                           Kentucky,
has been designated as the Trustee, Registrar and Paying Agent.          Interest on
the Bonds is payable by check or draft mailed to the owner registered as the
owner on the 15th of the month preceding any interest payment date.        Principal
on the Bonds shall be payable upon surrender of the Bonds at the principal
corporate trust office of the Paying Agent.