CERTIFICATE



           I hereby certify that I am the duly qualified and acting
Secretary of the Board of Trustees of the University of Kentucky,
and I certify further as follows:

           (1)  That the foregoing is a true copy of a Resolution
                adopted by said Board at a properly convened meeting
                of said Board held on June 18, 1991, as shown by the
                official records of said University in my custody
                and under my control;

           (2) That there are attached hereto reproduced duplicate
                copies.-of each of the bids received for the purchase
                of $36,350,000 principal amount of University of
                Kentucky Community Colleges Educational Buildings
                Revenue  Bonds,  Series   H,   dated  June 1,   1991,
                referred to in said Resolution;

          (3) That there is attached hereto the form of Official
               Statement for the Series H Bonds approved by the
               foregoing Resolution; and

          (4) That said meeting was duly held in accordance with
               all applicable requirements of Kentucky law, includ-
               ing KRS 61.810, 61.815, 61.820, and 61.825, that a
               quorum was present at said meeting, that said
               Resolution has not been modified, amended, revoked
               or repealed, and that same is now in full force and
               effect.

          IN TESTIMONY WHEREOF, witness my sign ture as Secretary
and the official seal of said University this    ne 18, 1991.



                                 @retary, Boar of Trusteeis-,
                               iersit-y of Kentucky
(Seal)



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