RESOLUTION



          RESOLUTION   OF  THE   BOARD  OF   TRUSTEES   OF
          UNIVERSITY OF KENTUCKY ACCEPTING THE SUCCESSFUL
          BID FOR THE PURCHASE OF UNIVERSITY OF KENTUCKY
          HOUSING AND DINING SYSTEM REVENUE BONDS,
          SERIES 0.

          WHEREAS, pursuant to a resolution of the Board of
Trustees  (the  "Board")  adopted   on  April 5,   1994,  the  Board
authorized the advertisement for sale of the University of Kentucky
Housing and Dining System Revenue Bonds, Series 0, dated May 1,
1994 (the "Series 0 Bonds"), and the receipt of bids for the Series
0 Bonds at such time and date designated by the Treasurer of the
University, which time and date have been designated as 9:30 A.M.,
E.D.T., on May 3, 1994, and the acceptance of 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, notice of the sale of $2,205,000 principal
amount of University of Kentucky Housing and Dining System Revenue
Bonds, Series 0, has heretofore been advertised in strict
compliance with all legal requirements; and

          WHEREAS, all bids received for the purchase of said Bonds
from the Board of Trustees have been duly considered and are as
follows:

                               AMOUNTS BID FOR SAID
                               $2,205,000 PRINCIPAL
                               AMOUNT OF BONDS, PLUS
               INTEREST       ACCRUED INTEREST FROM        INTEREST
BIDDERS          RATES              MAY 1, 1994               COST

J.J.B. Hilliard,   5.50% - 5.875% $2,165,770.05            5.9270%
  W.L. Lyons, Inc.

Prudential Securities, 4.00% - 6.125% $2,161,279.90        6.0340%
  Inc.

Morgan Keegan &     4.85% - 6.125% $2,161,265.50           6.0634%
  Company



2