Subject to the terms and conditions set forth in a Resolution of the
Board of Trustees of the University of Kentucky, providing for the sale of
$21,000,000 of University of Kentucky Hospital Revenue Bonds, Series A, dated
August 1, 1986, and in accordance with the Notice of Bond Sale, as advertised,
and in accordance with the Official Terms and Conditions of Sale of Bonds, to
all of which the undersigned agrees, the undersigned hereby submits the
following offer to purchase such Bonds.

           We  hereby  bid  the   total  sum  of  $2C 53GQO/.-S   (not  less  than
$20,527,500 (97-3/4%) plus accrued interest from August 1, 1986 to the date of
the delivery of the Bonds, at the following annual interest rate(s):



Principal
Maturing
$ 625,000
   670,000
   725,000
   785,000
   845,000

   915,000
   990,000
 1,065,000
 1,150,000
 1,245,000

 1,345,000
 1,450,000
 1,565,000
 1,690,000
 1,830,000

 1,975,000
 2,130,000



Interest
Rate(s)

_S.40
   6. 60o  

   7.00

   7. re)


   7.4 .Q5
   I -W
   . f. 7S

   17.80-

   8 o_



   6. oo
 z &F   z



           It is understood that the Bonds are offered for sale on the basis of
the interest on the Bonds not being subject to Federal or Kentucky income
taxation on the date of delivery of the Bonds and of the principal of the Bonds
not being subject to Kentucky ad valorem taxation, and that the Board will
furnish the final, approving legal opinion of Rubin & Hays, Suite 300, 209
South Fifth Street, Louisville, Kentucky.       A certified or a bank cashier's
check in the amount of $210,000 (1%), payable to the Board of Trustees of the
University of Kentucky is enclosed, with the understanding that if we are the
successful bidder, such check is to be immediately deposited by the Board of
Trustees and credited (without interest) against the purchase price at the time
of the delivery of the Bonds.

                                       Respectfully submitted,
                                       Smith Barney, Harris Upham & Co.,
                                                Incorporated



Bond Year
Ending
August 1
1990
1991
1992
1993
1994

1995
1996
1997
1998
1999

2000
2001
2002
2003
2004

2005
2006



July 29, 1986



BID FORM