<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-K

(Mark One)

         X      ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                For the fiscal year ended    December 31, 1995

                                          OR

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                For the transition period from  ______  to  ______

                Commission file number    0-14695

                NTS-PROPERTIES VI, a Maryland Limited Partnership
             (Exact name of registrant as specified in its charter)

             Maryland                                       61-1066060
             ---------                                      ----------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

10172 Linn Station Road
Louisville, Kentucky                                         40223
----------------------------------------                  ----------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code        (502) 426-4800
                                                         ---------------

Securities registered pursuant to Section 12(b) of the Act:

                                      None

Securities registered pursuant to Section 12(g) of the Act:

                          Limited Partnership Interests
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                YES  X         NO

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained,  to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

Exhibit Index: See page 37

Total Pages: 41


<PAGE>



                                TABLE OF CONTENTS
                                -----------------


                                                                Pages
                                                                -----

                                     PART I
                                     ------

Items 1 and 2     Business and Properties                        3-11
Item 3            Legal Proceedings                                11
Item 4            Submission of Matters to a Vote
                    of Security Holders                            11


                                     PART II
                                     -------


Item 5            Market for the Registrant's Limited
                    Partnership Interests and Related
                    Partner Matters                                12
Item 6            Selected Financial Data                          13
Item 7            Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations                               14-21
Item 8            Financial Statements and Supplementary
                    Data                                        22-34
Item 9            Changes in and Disagreements with
                    Accountants on Accounting and
                    Financial Disclosure                           35


                                    PART III
                                    --------


Item 10           Directors and Executive Officers of
                    the Registrant                                 35
Item 11           Management Remuneration and Transactions      35-36
Item 12           Security Ownership of Certain Beneficial
                    Owners and Management                          36
Item 13           Certain Relationships and Related
                    Transactions                                   36


                                     PART IV
                                     -------


Item 14           Exhibits, Financial Statement Schedules
                    and Reports on Form 8-K                     37-40


Signatures                                                         41


                                      - 2 -

<PAGE>



                                     PART I

Items 1. and 2.  Business and Properties

General
-------

The  registrant,   NTS-Properties  VI,  a  Maryland  Limited   Partnership  (the
"Partnership"),  is a limited partnership formed in December 1984 under the laws
of the State of Maryland. The general partner is NTS-Properties Associates VI, a
Kentucky limited partnership. As of December 31, 1995, the Partnership owned the
following properties:

        -  Sabal Park Apartments, a 162-unit luxury apartment complex located on
           a 13 acre tract in Orlando, Florida, constructed by the Partnership.

        -  Park Place Apartments  Phase I, a 180-unit luxury  apartment  complex
           located on an 18 acre tract in Lexington,  Kentucky,  constructed  by
           the Partnership.

        -  Willow Lake Apartments,  a 207-unit luxury apartment  complex located
           on an 18 acre  tract in  Indianapolis,  Indiana,  constructed  by the
           Partnership.

        -  A joint venture interest in Golf Brook Apartments,  a 195-unit luxury
           apartment  complex  located on a 16 acre tract in  Orlando,  Florida,
           constructed  by the joint venture  between the  Partnership  and NTS-
           Properties  IV.,  Ltd.  ("NTS-Properties  IV"),  an  affiliate of the
           general  partner of the  Partnership.  The  Partnership's  percentage
           interest in the joint venture was 96% at December 31, 1995.

        -  A joint venture  interest in Plainview  Point III Office  Center,  an
           office  center with  approximately  62,000 net rentable  square feet,
           located in  Louisville,  Kentucky,  constructed  by the joint venture
           between the  Partnership  and  NTS-Properties  IV. The  Partnership's
           percentage  interest in the joint  venture  was 95% at  December  31,
           1995.

The Partnership also owns approximately 15 acres of land in Lexington,  Kentucky
which is zoned for 163 apartment  units (Park Place  Apartments  Phase III). The
Partnership  intends to use the land to construct  Park Place  Apartments  Phase
III. This was the result of the  Partnership  receiving a market  analysis which
shows it to be  advantageous to build  additional  apartment units at Park Place
Apartments.  Efforts to sell the land have not produced  attractive  prices. The
Partnership is currently  considering a phased development of apartment units on
this land utilizing cash reserves and a portion of cash flow. As of December 31,
1995, no commitments have been made in connection with this project.

The Partnership or Joint Venture in which the Partnership is a partner has a fee
title  interest  in  the  above  listed  properties.   In  the  opinion  of  the
Partnership's management, the properties are adequately covered by insurance.

Sabal Park  Apartments is encumbered by permanent  mortgages  with two insurance
companies.  Both loans are  secured by a first  mortgage  on the  property.  The
outstanding  balance  of the  mortgages  at  December  31,  1995 was  $4,805,719
($2,883,431 and $1,922,288). Both mortgages currently bear a fixed interest rate
of 7.25% and are due January 5, 2003. Current monthly principal payments on both
mortgages  are  based  upon a 27-year  amortization  schedule.  The  outstanding
balance  at  maturity  based  on the  current  rate  of  amortization  would  be
$4,122,326 ($2,473,396 and $1,648,930).



                                      - 3 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

General - Continued
-------------------

Park Place  Apartments  Phase I is  encumbered by permanent  mortgages  with two
insurance companies. Both loans are secured by a first mortgage on the property.
The  outstanding  balance of the  mortgages at December 31, 1995 was  $5,015,374
($4,050,879 and $964,495).  Both mortgages  currently bear a fixed interest rate
of 8.375% for the first 60 months and are due October 5, 2002.  Current  monthly
principal  payments  on both  mortgages  are based upon a 27- year  amortization
schedule.  The  outstanding  principal  balance at maturity based on the current
rate of amortization would be $4,413,955 ($3,565,118 and $848,837).

Willow Lake  Apartments  Phase I is encumbered  by a permanent  mortgage with an
insurance company.  The outstanding balance at December 31, 1995 was $8,631,951.
The  mortgage  currently  bears  interest  at a  fixed  rate of  9.20%.  Monthly
principal payments are based upon a 25-year amortization  schedule. The mortgage
is due  November  1, 1997.  The  outstanding  balance at  maturity  based on the
current rate of amortization will be $8,433,356.

Golf  Brook  Apartments,  a joint  venture  between  the  Partnership  and  NTS-
Properties IV is encumbered by a mortgage payable to an insurance  company.  The
mortgage  replaced the loan which the Partnership had obtained to fund a portion
of its capital  contribution to the Joint Venture. The mortgage is recorded as a
liability by the Partnership in accordance with the Joint Venture Agreement. The
outstanding  balance at December 31, 1995 was  $9,200,000.  The mortgage bears a
fixed interest rate of 8.625% and the unpaid balance of $9,200,000 is due August
1, 1997.

Plainview  Point  III  Office  Center  and the 15  acres  of land in  Lexington,
Kentucky are not encumbered by any outstanding mortgages at December 31, 1995.

For a  further  discussion  regarding  the  terms  of the  debt  financings  see
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations (Item 7).

In addition to the  construction of Park Place Apartments Phase III as discussed
on page 3, the  Partnership's  plans for  renovations  and other  major  capital
expenditures include tenant finish improvements at the Partnership's  commercial
property as required by lease  negotiations.  Changes to current  tenant  finish
improvements are a typical part of any lease negotiation. Improvements generally
include a revision to the current floor plan to  accommodate  a tenant's  needs,
new  carpeting  and  paint  and/or  wallcovering.  The  extent  and  cost of the
improvements  are  determined  by the size of the space being leased and whether
the  improvements  are for a new tenant or incurred  because of a lease renewal.
The  tenant  finish  improvements  will be funded  by cash flow from  operations
and/or  cash  reserves.   The  Partnership  had  no  material   commitments  for
renovations or capital improvements at December 31, 1995.

On  October  15,  1993,  the  $600,000  Certificate  of  Deposit  which had been
purchased  with 1991 loan proceeds (a  requirement of the loan secured by Willow
Lake  Apartments)  was applied  against the principal  balance of the loan. (See
Item 7 for a discussion of this mortgage payable and Certificate of Deposit.)

The  Partnership  is presently  engaged  solely in the  business of  developing,
constructing,  owning and operating  residential  apartments and commercial real
estate.  A  presentation  of  information  concerning  industry  segments is not
applicable.


                                      - 4 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

General - Continued
-------------------

The current  business of the Partnership is consistent with the original purpose
of the  Partnership  which was to purchase and develop  parcels of unimproved or
partially improved land, directly or by joint venture, in order to construct and
otherwise  develop thereon  apartment  complexes,  business parks and/or retail,
industrial and office buildings and to own and operate the completed properties.
The Partnership's properties are in a condition suitable for their intended use.

The Partnership  intends to hold the Properties until such time as sale or other
disposition   appears  to  be   advantageous   with  a  view  to  achieving  the
Partnership's  investment objectives or it appears that such objectives will not
be met. In deciding  whether to sell a Property,  the Partnership  will consider
factors such as potential capital appreciation, cash flow and federal income tax
considerations,  including  possible  adverse federal income tax consequences to
the  Limited  Partners.  The General  Partner of the  Partnership  is  currently
exploring  the  marketability  of  certain  of its  properties,  and has not yet
determined if any of the properties might be sold in the next 12 months.

Sabal Park Apartments
---------------------

Units at Sabal Park Apartments  include two and  three-bedroom  units. All units
have   wall-to-wall   carpeting,   individually   controlled   heating  and  air
conditioning,  ovens, dishwashers, ranges, refrigerators,  garbage disposals and
washer/dryer hook-ups.  Tenants have access to and use of clubhouse,  management
offices, swimming pool and tennis courts.

Monthly  rental  rates at Sabal Park  Apartments  start at $869 for  two-bedroom
apartments and $1,159 for  three-bedroom  apartments,  with  additional  monthly
rental  amounts for special  features  and  locations.  Tenants pay all costs of
heating,  air conditioning and electricity.  Most leases are for a period of one
year. Units will be rented in some cases, however, on a shorter term basis at an
additional  charge. The occupancy levels at the apartment complex as of December
31 were 98% (1995), 91% (1994), 94% (1993), 93% (1992) and 80% (1991).

Park Place Apartments Phase I
-----------------------------

Units at Park Place  Apartments  Phase I include one and two-bedroom  apartments
and two-bedroom townhomes.  All units have wall-to-wall carpeting,  individually
controlled heating and air conditioning, dishwashers, ranges, refrigerators with
ice makers,  garbage  disposals  and microwave  ovens.  All units have access to
coin-operated  washers  and dryers and some units have a  washer/dryer  hook-up.
Amenities include the clubhouse with a party room, swimming pool, tennis courts,
racquetball courts,  exercise facility and management offices. The amenities are
shared with Phase II of the Park Place development.  Park Place Apartments Phase
II is owned by NTS-Properties  VII, Ltd., an affiliate of the general partner of
the  Partnership.  The cost to  construct  and operate the common  amenities  is
shared proportionately by each phase.

Monthly  rental  rates  at Park  Place  Apartments  Phase I  start  at $669  for
one-bedroom   apartments,   $859  for  two-bedroom  apartments  and  $1,069  for
two-bedroom  townhomes,  with  additional  monthly  rental  amounts  for special
features and locations.  Tenants pay all costs of heating,  air conditioning and
electricity.  Most leases are for a period of one year.  Units will be rented in
some  cases,  however,  on a shorter  term basis at an  additional  charge.  The
occupancy levels at the apartment complex as of December 31 were 92% (1995), 93%
(1994), $93% (1993), 96% (1992) and 88% (1991).


                                      - 5 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Willow Lake Apartments
----------------------

Units at Willow Lake  Apartments  include  one and  two-bedroom  apartments  and
two-bedroom  townhomes.  All units  have  wall-to-wall  carpeting,  individually
controlled heating and air conditioning, dishwashers, ranges, refrigerators with
ice makers,  garbage  disposals  and microwave  ovens.  All units have access to
coin-operated  washers  and dryers and some units have a  washer/dryer  hook-up.
Amenities include the clubhouse with a party room, swimming pool, tennis courts,
racquetball courts, exercise facility and management offices.

Monthly  rental rates at Willow Lake  Apartments  start at $730 for  one-bedroom
apartments,   $950  for  two-bedroom   apartments  and  $1,125  for  two-bedroom
townhomes,  with  additional  monthly  rental  amounts for special  features and
locations.  Tenants pay all costs of heating,  air conditioning and electricity.
Most  leases are for a period of one year.  Units will be rented in some  cases,
however,  on a shorter term basis at an additional  charge. The occupancy levels
at the  apartment  complex as of December 31 were 93%  (1995),  92% (1994),  84%
(1993), 87% (1992) and 87% (1991).

Golf Brook Apartments
---------------------

Units at Golf Brook  Apartments  include two and three bedroom units.  All units
have   wall-to-wall   carpeting,   individually   controlled   heating  and  air
conditioning,   dishwashers,   ranges,  refrigerators,   garbage  disposals  and
washer/dryer hook-ups.  Tenants have access to and use of clubhouse,  management
offices, pool and tennis courts.

Monthly rental rates at Golf Brook  Apartments  start at $1,100 for  two-bedroom
apartments and $1,320 for  three-bedroom  apartments,  with  additional  monthly
rental  amounts for special  features  and  locations.  Tenants pay all costs of
heating,  air conditioning and electricity.  Most leases are for a period of one
year. Units will be rented in some cases, however, on a shorter term basis at an
additional  charge. The occupancy levels at the apartment complex as of December
31 were 91% (1995), 93% (1994), 91% (1993), 94% (1992) and 87% (1991).

Plainview Point III Office Center
---------------------------------

Base annual rents,  which  include the cost of  utilities,  range from $14.25 to
$15.00 per square foot for first and second  floor  office  space and $13.00 per
square foot for lower level office space. The average base annual rental for all
types of space leased as of December 31, 1995 was $14.23 per square foot. Office
space is  ordinarily  leased for between two and six years with the  majority of
current  square  footage  being  leased for a term of five and  one-half  years.
Current leases terminate  between 1996 and 2001. Some leases provide for renewal
options of between two and five years at rates which are based upon increases in
the consumer  price index and/or are negotiated  between lessor and lessee.  All
leases  provide for tenants to  contribute  toward the payment of  increases  in
common area maintenance expenses, insurance, utilities and real estate taxes. As
of  December  31,  1995,  there  were  six  tenants  leasing  space  aggregating
approximately  40,180  square  feet of  rentable  area.  The  tenants who occupy
Plainview   Point  III  Office   Center  are   professional   service   oriented
organizations.  The  principal  occupations/professions  practiced  include real
estate and insurance.  Three tenants lease more than 10% of the office  center's
rentable area: The Prudential Company of America (10.4%),  Underwriters Safety &
Claims,  Inc. (16.6%) and Re/max  Properties East, Inc.  (22.5%).  The occupancy
levels at the office center as of December 31 were 91% (1995),  91% (1994),  87%
(1993), 95% (1992) and 96% (1991).


                                      - 6 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Plainview Point III Office Center - Continued
---------------------------------------------

The following table contains approximate data concerning the leases in effect on
December 31, 1995.

Major Tenants:

                                                   Current Base
                                    Sq. Ft. and    Annual Rental
                                      % of Net    and % of Gross
                          Year of     Rentable      Base Annual        Renewal
      Name              Expiration      Area          Rental           Options
      ----              ----------      ----          ------           -------

The Prudential Company
  of America              1997      6,474 (10.4%)  $ 95,964 (16.8%)  1 Five-Year
Underwriters Safety &
  Claims, Inc.            2001     10,343 (16.6%)  $134,460 (23.5%)  None
Re/max Properties East,
  Inc.                    1999     14,001 (22.5%)  $204,000 (35.7%)  1 Two-Year

Other Tenants:

                                                     Current Base
                                     Sq. Ft. and     Annual Rental
                                       % of Net     and % of Gross
      No. of             Year of      Rentable        Base Annual      Renewal
      Tenants           Expiration      Area            Rental         Options
      -------           ----------      ----            ------         -------

         2                 1996     7,223 (11.6%)  $106,452 (18.6%) None
         1                 1997     2,139 ( 3.4%)  $ 31,008 ( 5.4%) 1 Three-Year


Additional operating data regarding the Partnership's properties is furnished in
the following table.

                                    Federal         Realty            Annual
                                   Tax Basis       Tax Rate        Realty Taxes
                                   ---------       --------        ------------
Wholly-Owned Properties
-----------------------

Sabal Park Apartments             $11,209,808       $.01895          $140,478

Park Place Apartments
Phase I                            11,218,067        .00991           111,800

Willow Lake Apartments             15,526,270        .09235           235,531

Properties Owned in Joint
Venture with NTS-
Properties IV
-------------

Golf Brook Apartments              16,100,810        .01895           224,493

Plainview Point III
Office Center                       4,246,199        .01141            35,667

Percentage  ownership has not been applied to the information in the above table
for properties owned through a joint venture.

Depreciation for book purposes is computed using the  straight-line  method over
the  estimated  useful  lives of the  assets  which  are 5 - 30  years  for land
improvements, 30 years for buildings, 5 - 30 years for building improvements and
3 - 30 for amenities. The estimated realty taxes on any construction relating to
Park Place  Apartments Phase III is unknown at this time because the Partnership
has not  finalized  any plans in  connection  with this  project.  The estimated
realty taxes on all other planned  renovations,  primarily tenant  improvements,
would not be material.


                                      - 7 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Plainview Point III Office Center - Continued
---------------------------------------------

See Management's Discussion and Analysis of Financial Condition and Results
of Operations (Item 7) for explanations regarding the fluctuations of income
and occupancy at the Partnership's properties.

Investment in Joint Ventures
----------------------------

NTS Sabal Golf Villas  Joint  Venture - On September  1, 1985,  the  Partnership
entered into a joint venture agreement with  NTS-Properties  IV, an affiliate of
the general partner of the Partnership, to develop, construct, own and operate a
158-unit luxury apartment complex on a 13.15 acre site in Orlando, Florida known
as Golf  Brook  Apartments  Phase I. On  January  1,  1987,  the  joint  venture
agreement  was  amended to include  Golf  Brook  Apartments  Phase II, a 37-unit
luxury  apartment  complex  located on a 3.069-acre  site adjacent to Golf Brook
Apartments  Phase  I.  The  term  of the  Joint  Venture  shall  continue  until
dissolved.  Dissolution shall occur upon, but not before,  the first to occur of
the following:

      (a)    the withdrawal, bankruptcy or dissolution of a Partner or the
             execution by a Partner of an assignment for the benefit of its
             creditors;

      (b)    the sale, condemnation or taking by eminent domain of all or
             substantially all of the assets of the Partnership, other than its
             cash and cash-equivalent assets;

      (c)    the vote or consent of each of the Partners to dissolve the
             Partnership; or

      (d)    September 30, 2025.

The  Partnership   contributed   approximately   $15.8  million,   the  cost  of
constructing  and leasing the  apartments.  NTS-Properties  IV contributed  land
valued at $1,900,000  with a related note payable to a bank of  $1,200,000.  The
Partnership  also  contributed  funds to retire the $1,200,000 note payable to a
bank. No future contributions are anticipated as of December 31, 1995.

Golf  Brook  Apartments  is  encumbered  by a mortgage  payable to an  insurance
company.  This  mortgage  payable  replaced  the  Contribution  Loan  which  the
Partnership  had obtained to fund a portion of its capital  contribution  to the
Joint Venture. The $9,200,000 mortgage payable is recorded as a liability by the
Partnership in accordance with the Joint Venture Agreement. The mortgage bears a
fixed interest rate of 8.625%.  The unpaid balance of the loan  ($9,200,000)  is
due August 1, 1997.

The Net Cash Flow for each calendar  quarter is  distributed  to the Partners in
accordance with their respective  Percentage  Interests.  The term Net Cash Flow
means the excess,  if any, of (a) the sum of (i) the gross receipts of the Joint
Venture Property, for such period, other than capital  contributions,  plus (ii)
any funds from previously  established  reserves (referred to in clause (b) (iv)
below),  over (b) the sum of (i) all cash  expenses  paid by the  Joint  Venture
Property during such period,  (ii) all capital  expenditures paid in cash during
such period, (iii) payments during such period on account of amortization of the
principal of any debts or  liabilities of the Joint Venture  Property,  and (iv)
reserves for  contingent  liabilities  and future  expenses of the Joint Venture
Property,  as established by the Partners;  provided,  however, that the amounts
referred to in (i),  (ii) and (iii)  above shall be taken in to account  only to
the  extent  not  funded  by  capital  contributions  or paid out of  previously
established  reserves.  Percentage  Interest  means  that  percentage  which the
capital  contributions of a Partner bears to the aggregate capital contributions
of all the Partners.

                                      - 8 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Investment in Joint Ventures - Continued
----------------------------------------

Net income or net loss is  allocated  between the  Partners in  accordance  with
their respective Percentage Interests. The Partnership's ownership share was 96%
at December 31, 1995.

The  Partnership  has no liability for funding losses of the joint venture as of
December 31, 1995.

Plainview  Point III Joint Venture - On March 1, 1987, the  Partnership  entered
into a joint  venture  agreement  with  NTS-Properties  IV, an  affiliate of the
general partner,  to develop,  construct,  own and operate an office building in
Louisville,  Kentucky known as Plainview  Point III Office Center.  The terms of
the Joint Venture shall continue until dissolved.  Dissolution shall occur upon,
but not before, the first to occur of the following:

      (a)    the withdrawal, bankruptcy or dissolution of a Partner or the
             execution by a Partner of an assignment for the benefit of its
             creditors;

      (b)    the  sale,  condemnation  or  taking  by  eminent  domain of all or
             substantially  all of the assets of the Real Property,  unless such
             disposition  is, in whole or in part,  represented  by a promissory
             note of the purchaser;

      (c)    the vote or consent of each of the Partners to dissolve the
             Partnership; or

      (d)    December 30, 2026.

The Partnership  contributed  approximately $4.1 million,  the cost to construct
and lease the building.  NTS-Properties  IV contributed  land valued at $790,000
with an  outstanding  note of  $550,000  which  was  secured  by the  land.  The
Partnership  also  contributed  the funds to retire the $550,000 note payable to
the bank. No future contributions are anticipated as of December 31, 1995.

As of December 31, 1995,  Plainview Point III Office Center is not encumbered by
any mortgage indebtedness.

The Net Cash Flow for each calendar  quarter is  distributed  to the Partners in
accordance with their respective  Percentage  Interests.  The term Net Cash Flow
means the excess,  if any, of (a) the sum of (i) the gross receipts of the Joint
Venture Property, for such period, other than capital  contributions,  plus (ii)
any funds from previously  established  reserves (referred to in clause (b) (iv)
below),  over (b) the sum of (i) all cash  expenses  paid by the  Joint  Venture
Property during such period,  (ii) all capital  expenditures paid in cash during
such period, (iii) payments during such period on account of amortization of the
principal of any debts or  liabilities of the Joint Venture  Property,  and (iv)
reserves for  contingent  liabilities  and future  expenses of the Joint Venture
Property,  as established by the Partners;  provided,  however, that the amounts
referred to in (i),  (ii) and (iii)  above shall be taken in to account  only to
the  extent  not  funded  by  capital  contributions  or paid out of  previously
established  reserves.  Percentage  Interest  means  that  percentage  which the
capital  contributions of a Partner bears to the aggregate capital contributions
of all the Partners.

Net income or net loss is  allocated  between the  Partners in  accordance  with
their respective Percentage Interests. The Partnership's ownership share was 95%
at December 31, 1995.

The  Partnership  has no liability for funding losses of the joint venture as of
December 31, 1995.


                                      - 9 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Competition
-----------

The  Partnership's  properties are subject to competition  from similar types of
properties  (including,  in  certain  areas,  properties  owned  or  managed  by
affiliates of the General  Partner) in the  respective  vicinities in which they
are located. Such competition is generally for the retention of existing tenants
or  for  new  tenants  when  vacancies  occur.  The  Partnership  maintains  the
suitability  and  competitiveness  of its  properties  primarily on the basis of
effective  rents,  amenities  and service  provided to tenants.  Competition  is
expected to increase in the future as a result of the construction of additional
properties.  As of December 31, 1995, there are no properties under construction
in the respective  vicinities in which the properties are located except for the
following:   In  close  proximity  to  Sabal  Park  Apartments  and  Golf  Brook
Apartments, there are 240 apartment units currently under construction which are
scheduled to be  completed  during the second  quarter of 1996.  In the vicinity
near Park Place  Apartments,  there are currently 330 apartment  units currently
under  construction which are scheduled to be completed during the third quarter
of 1996.  Also, in the vicinity of Willow Lake  Apartments,  there are currently
314 apartment units under  construction.  It is anticipated that construction of
these units will be completed during the second quarter of 1996. At this time it
is  unknown  the  effect   these  new  units  will  have  on  occupancy  at  the
Partnership's  properties.  The Partnership has not commissioned a formal market
analysis of  competitive  conditions in any market in which it owns  properties,
but  relies  upon  the  market  condition  knowledge  of  the  employees  of NTS
Development Company who manage and supervise leasing for each property.

Management of Properties
------------------------

NTS  Development  Company,  an affiliate of  NTS-Properties  Associates  VI, the
general partner of the Partnership,  directs the management of the Partnership's
properties  pursuant  to a  written  agreement.  NTS  Development  Company  is a
wholly-owned subsidiary of NTS Corporation.  Mr. J. D. Nichols has a controlling
interest  in  NTS  Corporation  and  is  a  general  partner  of  NTS-Properties
Associates  VI. Under the agreement,  the Property  Manager  establishes  rental
policies and rates and directs the marketing activity of leasing  personnel.  It
also  coordinates the purchase of equipment and supplies,  maintenance  activity
and the selection of all vendors,  suppliers  and  independent  contractors.  As
compensation for its services, the Property Manager received a total of $441,861
for the year ended  December 31, 1995.  $24,485 was received from the commercial
property and $417,376 was received from residential properties. The fee is equal
to 6% of gross  revenues from the  commercial  property and 5% of gross revenues
from residential properties.

In addition,  the management  agreement requires the Partnership to purchase all
insurance relating to the managed  properties,  to pay the direct  out-of-pocket
expenses  of the  Property  Manager  in  connection  with the  operation  of the
properties,  including the cost of goods and materials used for and on behalf of
the  Partnership,  and to  reimburse  the  Property  Manager  for the  salaries,
commissions,  fringe  benefits,  and  related  employment  expenses  of  on-site
personnel.

The term of the Management  Agreement  between NTS  Development  Company and the
Partnership was for an initial term of five years, and thereafter for succeeding
one-year periods, unless cancelled.  The Agreement is subject to cancellation by
either  party upon sixty days  written  notice.  As of December  31,  1995,  the
Management Agreement is still in effect.


                                     - 10 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Conflict of Interest
--------------------

Because the  principals of the General  Partner and/or its affiliates own and/or
operate real estate  properties  other than those owned by the Partnership  that
are or could be in  competition  with the  Partnership,  potential  conflicts of
interest exist.  Because the Partnership was organized by and is operated by the
General  Partner,   these  conflicts  are  not  resolved   through   arms-length
negotiations  but through the exercise of the General  Partner's  good  judgment
consistent  with its fiduciary  responsibility  to the Limited  Partners and the
Partnership's  investment  objectives  and  policies.  The  General  Partner  is
accountable  to the  Limited  Partners  as a  fiduciary  and  consequently  must
exercise  good faith and  integrity in handling  the  Partnership's  affairs.  A
provision has been made in the  Partnership  Agreement that the General  Partner
will not be liable to the Partnership except for acts or omissions  performed or
omitted  fraudulently,  in bad  faith  or  with  negligence.  In  addition,  the
Partnership Agreement provides for indemnification of the General Partner by the
Partnership for liability  resulting from errors in judgement or certain acts or
omissions.  With respect to these potential  conflicts of interest,  the general
partner and its affiliates retain a free right to compete with the Partnership's
properties  including the right to develop  competing  properties now and in the
future,  in addition to those existing  properties which may compete directly or
indirectly.

NTS Development  Company,  the Property  Manager and an affiliate of the General
Partner,  acts in a similar capacity for other  affiliated  entities in the same
geographic  region where the Partnership has property  interests.  The agreement
with the Property  Manager is on terms no less favorable to the Partnership than
those  which could be  obtained  from a third party for similar  services in the
same  geographical  region in which the properties are located.  The contract is
terminable by either party without penalty upon 60 days written notice.

There are no other  agreements or  relationships  between the  Partnership,  the
General Partner and its affiliates other than those previously described.

Employees
---------

The  Partnership  has no  employees;  however,  employees of an affiliate of the
general  partner are  available  to perform  services for the  Partnership.  The
Partnership  reimburses  this  affiliate for the actual costs of providing  such
services.

Item 3.  Legal Proceedings

None.

Item 4.  Submission of Matters to a Vote of Security Holders

None.


                                     - 11 -

<PAGE>



                                     PART II

Item 5.      Market for Registrant's Limited Partnership Interests and Related
             Partner Matters

There is no established  trading market for the limited  partnership  interests,
nor is one likely to develop.  The Partnership had 4,610 limited  partners as of
February 29, 1996. Cash  distributions  and allocations of net income (loss) are
made as described in Note 1C to the Partnership's 1995 financial statements.

Annual distributions totalling $20.00, $18.75 and $15.00 per limited partnership
unit  were paid  during  the  years  ended  December  31,  1995,  1994 and 1993,
respectively.  Quarterly  distributions  are  determined  based on current  cash
balances,  cash flow being  generated by operations and cash reserves needed for
future   leasing   costs,   tenant   finish  costs  and  capital   improvements.
Distributions were paid quarterly as follows:


                              1995                 1994                 1993
                           ----------           ----------           ---------
 
First quarter                $ 5.00               $ 3.75               $ 3.75
Second quarter                 5.00                 5.00                 3.75
Third quarter                  5.00                 5.00                 3.75
Fourth quarter                 5.00                 5.00                 3.75
                             ------               ------               ------

                             $20.00               $18.75               $15.00
                             ======               ======               ======

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
years ended December 31, 1995, 1994 and 1993.


                           Net Income              Cash
                             (Loss)            Distributions        Return of
                           Allocated             Declared            Capital
                           ---------             --------            -------

Limited Partners:
       1995              $  (324,417)            $ 948,700         $ 948,700
       1994                 (803,780)              889,380           889,380
       1993               (1,022,967)              711,525           711,525

General Partner:
       1995              $    (3,277)            $   9,583         $   9,583
       1994                   (8,119)                8,984             8,984
       1993                  (10,333)                7,187             7,187




                                     - 12 -

<PAGE>

<TABLE>


Item 6.  Selected Financial Data

Years ended December 31, 1995, 1994, 1993, 1992 and 1991.

<CAPTION>

                                           1995                 1994                1993                1992               1991
                                       -------------       -------------       -------------       -------------       ------------

<S>                                    <C>                 <C>                 <C>                 <C>                 <C>         
Total revenues                         $  8,939,055        $  8,796,072        $  8,515,951        $  7,831,434        $  7,788,597

Total expenses                           (9,266,749)         (9,607,971)         (9,549,251)         (9,794,478)        (10,193,963)
                                       ------------        ------------        ------------        ------------        ------------

Net loss                               $   (327,694)       $   (811,899)       $ (1,033,300)       $ (1,963,044)       $ (2,405,366)
                                       ============        ============        ============        ============        ============

Net income (loss)
allocated to:
  General partner                      $     (3,277)       $     (8,119)       $    (10,333)       $    (19,630)       $    (24,054)
  Limited partners                     $   (324,417)       $   (803,780)       $ (1,022,967)       $ (1,943,414)       $ (2,381,312)

Net loss per limited
 partnership unit                      $      (6.83)       $     (16.94)       $     (21.57)       $     (40.97)       $     (50.20)

Weighted average
number of limited
partnership units                            47,435              47,435              47,435              47,435              47,435

Cumulative net income
(loss) allocated to:
  General partner                      $    (78,207)       $    (74,930)       $    (66,811)       $    (56,478)       $    (36,848)
  Limited partners                     $(12,533,124)       $(12,208,707)       $(11,404,927)       $(10,381,960)       $ (8,438,546)

Cumulative net
taxable income (loss)
allocated to:
  General partner                      $     78,617        $     64,858        $     55,986        $     46,533        $   (129,768)
  Limited partners                     $(15,401,294)       $(14,859,402)       $(13,885,668)       $(12,769,887)       $(11,278,624)

Distributions
declared:
 General partner                       $      9,583        $      8,984        $      7,187        $      5,390        $      1,797
 Limited partners                      $    948,700        $    889,380        $    711,525        $    533,643        $    177,881

Cumulative
distributions
 declared:
  General partner                      $     94,494        $     84,911        $     75,927        $     68,740        $     63,350
  Limited partners                     $  9,354,906        $  8,406,206        $  7,516,826        $  6,805,301        $  6,271,658

At year end:
 Cash and equivalents                  $    867,902        $  1,617,604        $  1,394,905        $  1,530,572        $  1,182,601
 Investment
  securities                           $  1,151,355        $       --          $       --          $       --          $       --

Land, buildings and
 amenities, net                        $ 42,196,272        $ 43,872,072        $ 45,799,467        $ 47,621,659        $ 49,956,895

Total assets                           $ 46,813,791        $ 48,267,884        $ 50,221,728        $ 52,751,897        $ 55,165,881

Mortgages and note
 payable                               $ 27,653,044        $ 27,883,025        $ 28,101,474        $ 28,900,767        $ 28,943,324

</TABLE>

The  above  selected  financial  data  should  be read in  conjunction  with the
financial  statements  and related notes  appearing  elsewhere in this Form 10-K
report.

                                                                   - 13 -

<PAGE>




Item 7.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations

Results of Operations
---------------------

The occupancy levels at the  Partnership's  properties as of December 31 were as
follows:


                               Percentage
                                Ownership
                               at 12/31/95       1995         1994        1993
                               -----------     --------     --------    --------

Wholly-Owned Properties
-----------------------

Sabal Park Apartments               100%          98%          91%         94%

Park Place Apartments
Phase I                             100%          92%          93%         93%

Willow Lake Apartments              100%          93%          92%         84%

Properties Owned in Joint
Venture with NTS-
Properties IV
-------------

Golf Brook Apartments                96%          91%          93%         91%

Plainview Point III
Office Center                        95%          91%          91%         87%

Rental and other income generated by the Partnership's  properties for the years
ended December 31, 1995, 1994 and 1993 were as follows:


                               Percentage
                                Ownership
                              at 12/31/95     1995          1994         1993
                              -----------  ----------    ----------   ----------

Wholly-Owned Properties
-----------------------

Sabal Park Apartments             100%     $1,675,795    $1,650,135   $1,575,343

Park Place Apartments
Phase I                           100%     $1,739,626    $1,694,519   $1,623,184

Willow Lake Apartments            100%     $2,287,408    $2,101,194   $2,021,122

Properties Owned in Joint
Venture with NTS-
Properties IV
-------------

Golf Brook Apartments              96%     $2,722,451    $2,631,630   $2,560,828

Plainview Point III
Office Center                      95%     $  428,269    $  670,057   $  679,995

Revenues shown in the table above for  properties  owned through a joint venture
represent only the Partnership's percentage interest in those revenues.


                                     - 14 -

<PAGE>



Results of Operations - Continued
---------------------------------

Sabal Park Apartments'  year-ending  occupancy increased from 91% in 1994 to 98%
in 1995;  however,  average occupancy decreased from 93% in 1994 to 92% in 1995.
Occupancy at residential properties fluctuate on a continuous basis. Year-ending
occupancy percentages represent occupancy only on a specific date; therefore, it
is more  meaningful to consider  average  occupancy  percentages  which are more
representative  of the entire year's  results.  Rental and other income at Sabal
Park  Apartments  increased from 1994 to 1995 due to increased  rental rates and
increased charges to applicants for credit checks.

Sabal Park Apartments'  year-ending occupancy decreased 3% from 1993 to 1994 and
average  occupancy  remained constant (93%) from 1993 to 1994. In the opinion of
the  General  Partner  of the  Partnership,  the  decrease  in 1994  year-ending
occupancy  was only a  temporary  fluctuation  and did not  represent a downward
occupancy trend. Rental and other income at Sabal Park Apartments increased from
1993 to 1994 as a result of increased rental rates,  decreased rent concessions,
increased fees collected upon early lease  terminations and late rental payments
and increased income from the rental of washers and dryers.

Park Place Apartments Phase I's year-ending occupancy decreased from 93% in 1994
to 92% in 1995;  however average occupancy  remained constant (94%) from 1994 to
1995.  Rental and other income at Park Place  Apartments  Phase I increased from
1994 to 1995 as a  result  of  increased  rental  rates,  increased  charges  to
applicants for credit checks and decreased rental concessions.  The increases in
rental and other income at Park Place  Apartments  Phase I from 1994 to 1995 are
partially offset by decreased income from fully furnished units. Fully furnished
units are  apartments  which  rent at an  additional  premium  above  base rent.
Therefore,  it is possible  for  occupancy  to increase and revenues to decrease
when the number of fully furnished units has decreased.

Year-ending  occupancy at Park Place Apartments Phase I remained  constant (93%)
from 1993 to 1994 and  average  occupancy  increased  from 93% in 1993 to 94% in
1994.  Rental and other income at Park Place  Apartments  Phase I increased from
1993 to 1994 as a result of the increase in average occupancy,  increased rental
rates,  decreased  rent  concessions,  increased fees collected upon early lease
termination and increased income from fully furnished units.

Willow Lake Apartments'  year-ending occupancy increased from 92% in 1994 to 93%
in 1995 and average occupancy  increased from 87% in 1994 to 92% in 1995. Rental
income  increased  from 1994 to 1995 as a result of the 5%  increase  in average
occupancy,  increased  rental rates,  decreased  rental  concessions,  increased
charges to applicants  for credit checks and increased  charges to residents for
the cable TV service  which is provided to  residents.  The  increases in rental
income from 1994 to 1995 are partially  offset by decreased  other income.  1994
other income included a $23,000  settlement  received from the insurance company
of the  manufacturer  of the pipe fittings  which were used in  construction  of
Willow Lake Apartments.  The  reimbursement  was for certain repair expenses the
Partnership  incurred  from 1987 to 1991.  The repair costs were expensed at the
time they were  incurred due to the length of time it has taken to negotiate the
settlement.

Willow Lake  Apartments  year-ending  occupancy  increased 8% from 1993 to 1994;
however average  occupancy  remained constant (87%) in 1993 and 1994. Rental and
other income at Willow Lake  Apartments  increased from 1993 to 1994 as a result
of increased  rental  rates,  decreased  rental  concessions,  increased  income
collected from the rental of fully  furnished units and as a result of a $23,000
settlement (recorded as other  income)received  during the first quarter of 1994
as discussed above.


                                     - 15 -

<PAGE>



Results of Operations - Continued
---------------------------------

Golf Brook  Apartments'  year-ending  occupancy  decreased  2% from 1994 to 1995
while average  occupancy  remained  constant at 94% in 1994 and 1995. Rental and
other income at Golf Brook Apartments increased from 1994 to 1995 as a result of
increased rental rates,  decreased rental  concessions and increased  charges to
applicants for credit checks.

Golf Brook  Apartments'  year-ending  occupancy  increased  2% from 1993 to 1994
while average  occupancy  remained  constant (94%) in 1993 and 1994.  Rental and
other income at Golf Brook Apartments increased from 1993 to 1994 as a result of
increased rental rates,  decreased rent concessions and increased fees collected
upon early lease terminations.

Year-ending  occupancy at Plainview Point III Office Center was 91% for 1995 and
1994 as a result of the  following new leases and tenant  move-outs.  New leases
during 1995  consist of a 10,343  square  foot 63 month  lease  (took  occupancy
September  1, 1995) and a 16,727  square foot  five-year  lease (took  occupancy
December  27,  1995).  The leases are offset by two tenant  move-outs  totalling
approximately 26,000 square feet. Of this total, 16,400 square feet represents a
tenant who  vacated  the  office  center at the end of the lease term due to the
company's  decision to  consolidate  its Louisville  processing  center with one
located in another city. The tenant occupied 27% of the office center's rentable
area. Approximately 9,600 square feet of the total move-outs represents a tenant
who  vacated  the  premises  January  31,  1995.  The  tenant's  lease  was on a
month-to-month  basis at the time of move- out. The tenant's original lease term
was for a period of four years.  The tenant  occupied  approximately  16% of the
office center's  rentable area.  Average occupancy for the 12 month period ended
December 31  decreased  from 92% (1994) to 55% (1995).  Rental and other  income
decreased at Plainview  Point III Office Center for the 12 months ended December
31, 1995 as  compared to the same period in 1994 as a result of the  decrease in
average occupancy during 1995.

During  February  1996, a current  tenant of Plainview  Point III Office  Center
expanded  its leased space by  approximately  4,400 square for a period of seven
months. This expansion improved the office center's occupancy to 98%.

The 4% increase in occupancy at Plainview  Point III Office  Center from 1993 to
1994 can be attributed  to one new lease  totalling  approximately  2,500 square
feet.  There were no tenant  move-outs  during the year.  Average  occupancy  at
Plainview Point III Office Center increased from 83% in 1993 to 92% in 1994. The
change in rental and other  income at Plainview  Point III Office  Center is not
consistent with the change in average occupancy due to the fact that two tenants
vacated  (in 1993)  prior to the end of the lease  terms but  continued  to make
monthly rental payments.

If present  trends  continue,  the  Partnership  will be able to continue at its
current  level  of  operations  without  the need of any  additional  financing.
Current  occupancy  levels are considered  adequate to continue the operation of
the Partnership's properties.

Interest and other income includes  interest income from investments made by the
Partnership  with excess cash. The increase in interest income from 1994 to 1995
is the result of increased cash being available for investment.

The  decrease  in  interest  income  from 1993 to 1994 is a result of  declining
interest  rates on short-term  investments  and a result of less interest  being
earned due to the fact that the  $600,000  Certificate  of Deposit  was  applied
against the  principal  balance of the mortgage  payable  secured by Willow Lake
Apartments in October 1993. See page 19 for a discussion  regarding the $600,000
Certificate  of Deposit.  The  decrease is partially  offset by increased  other
income at the Partnership's residential properties.


                                     - 16 -

<PAGE>



Results of Operations - Continued
---------------------------------

Operating  expenses  decreased from 1994 to 1995 as a result of decreased repair
and maintenance  costs at Park Place Apartments Phase I, Golf Brook  Apartments,
Sabal Park Apartments and Plainview Point III Office Center,  decreased  utility
costs at Willow Lake  Apartments,  Park Place  Apartments  Phase I and Plainview
Point III  Office  Center,  decreased  advertising  costs at Sabal Park and Golf
Brook  Apartments,  decreased  janitorial  costs at  Plainview  Point III Office
Center and decreased snow removal costs at Park Place Apartments Phase I, Willow
Lake  Apartments  and Plainview  Point III Office  Center.  These  decreases are
partially  offset by  increased  repair  and  maintenance  costs at Willow  Lake
Apartments  and  increased  landscaping  costs  at Golf  Brook  and  Sabal  Park
Apartments.

The increase in operating  expenses from 1993 to 1994 is the result of increased
repair and maintenance  costs at the Partnership's  properties.  These increased
costs include increased exterior painting costs at the Partnership's residential
properties,  increased air conditioning repairs, electrical repairs and exterior
stair repairs at Plainview Point III Office Center,  increased wood  replacement
and air  conditioning  repairs  at  Sabal  Park  Apartments,  increased  general
building and parking lot repairs at Willow Lake Apartments,  increased  drainage
repairs and roof  repairs at Park Place  Apartments  Phase I and  increased  air
conditioning and garage repairs at Golf Brook  Apartments.  Also contributing to
the increase in operating  expenses from 1993 to 1994 are increased  landscaping
renovation costs at Park Place Apartments Phase I and increased utilities (water
and  sewer)  as  a  result  of  increased  rates  and  consumption  at  all  the
Partnership's properties. Operating expenses also increased from 1993 to 1994 as
a result of the extreme  winter  weather  experienced  at Park Place  Apartments
Phase I, Willow Lake  Apartments,  and Plainview  Point III Office  Center.  The
extreme  weather  resulted in increased snow and ice removal costs and increased
repair costs due to freeze  damage.  The  increases  in  operating  expenses are
partially offset by decreased wood replacement expenses at Golf Brook Apartments
and decreased landscaping costs and carpet and wallcovering replacement expenses
at Golf Brook and Sabal Park Apartments.

Operating expenses - affiliated remained fairly constant for the 12 months ended
December 31, 1995 as compared to the same period in 1994.  Operating  expenses -
affiliated  are expenses  incurred  for  services  performed by employees of NTS
Development Company, an affiliate of the General Partner of the Partnership.

Operating  expenses -  affiliated  decreased  from 1993 to 1994  primarily  as a
result of  decreased  property  management  and  administrative  salaries at the
Partnership's residential properties and decreased leasing salaries at Plainview
Point III Office Center. Also contributing to the decrease in operating expenses
- affiliated  from 1993 to 1994 was a decrease in  maintenance  salaries at Golf
Brook  Apartments  and Park  Place  Apartments  Phase I.  These  decreases  were
partially offset by increased  maintenance salaries at Sabal Park Apartments and
Willow Lake Apartments.

Amortization  of  capitalized  leasing costs has decreased from 1993 to 1994 and
from  1994 to 1995 as a result  of a portion  of the  costs  capitalized  during
start-up  having become fully  amortized.  Capitalized  leasing costs were fully
amortized during the second quarter of 1995.

The increase in interest  expense from 1994 to 1995 is the result of an interest
rate change (in accordance with the mortgage  agreement)  effective  December 1,
1994.  The  interest  rate on the Willow  Lake  Apartments  permanent  financing
($8,631,951  mortgage  payable)  increased from 8.75% to 9.20%.  The increase in
interest  expense  from 1994 to 1995 is  partially  offset by the  Partnership's
decreasing debt level as a result of principal payments made.


                                     - 17 -

<PAGE>



Results of Operations - Continued
---------------------------------

The  decrease  in  interest  expense  from 1993 to 1994 can be  attributed  to a
decrease in the Partnership's debt level as a result of principal payments made.
See the  Capital  Resources  and  Liquidity  section  of this  item for  details
regarding the Partnership's debt.

Management  fees are  calculated as a percentage of cash  collections;  however,
revenue  for  reporting  purposes  is on the  accrual  basis.  As a result,  the
fluctuations of revenues  between  periods will differ from the  fluctuations of
management fee expense.

Repair and  maintenance  fees are  calculated  as a  percentage  (5.9%) of major
renovation and repair costs. The 1994 repair and maintenance fees are associated
with the wood replacement  costs at Sabal Park and Golf Brook  Apartments.  This
fee was paid to NTS Development  Company, an affiliate of the general partner of
the Partnership, pursuant to an agreement with the Partnership.

Real estate taxes have remained  fairly constant from 1994 to 1995. The increase
in real  estate  taxes  from  1993 to 1994 is a  result  of  increased  property
assessments for Golf Brook and Sabal Park Apartments and increased tax rates for
Park Place  Apartments  Phase I and Willow Lake  Apartments.  The assessment for
Plainview Point III Office Center remained constant from 1993 to 1994.

Professional and administrative expenses have remained fairly constant from 1994
to 1995.  Professional and  administrative  expenses have decreased from 1993 to
1994 as a result of decreased outside legal fees.

Professional  and  administrative  expenses - affiliated  have  remained  fairly
constant   from  1993  to  1994  and  from  1994  to  1995.   Professional   and
administrative   expenses  -  affiliated  are  expenses  incurred  for  services
performed by employees of NTS Development  Company,  an affiliate of the General
Partner of the Partnership.

Depreciation and amortization  decreased from 1993 to 1994 and from 1994 to 1995
due  to a  portion  of the  assets  with  shorter  lives  at  the  Partnership's
residential  properties  having  become fully  depreciated  and as a result of a
portion of the original tenant improvements at Plainview Point III Office Center
becoming fully  depreciated.  Depreciation  is computed using the  straight-line
method  over the  useful  lives of the  assets  which  are 5 - 30 years for land
improvements, 30 years for buildings, 5 - 30 years for building and improvements
and 5 - 30  years  for  amenities.  The  aggregate  cost  of  the  Partnership's
properties for Federal tax purposes is approximately $59,300,000.

Capital Resources and Liquidity
-------------------------------

Cash provided from operations was $1,648,106,  $1,288,415 and $1,033,547  during
the years ended December 31, 1995, 1994 and 1993,  respectively.  These funds in
conjunction  with  cash  on  hand  were  used  to  make a 2%  (annualized)  cash
distribution  of  approximately  $958,000  in  1995,  1.875%  (annualized)  cash
distribution  of  approximately  $898,000 in 1994 and a 1.5%  (annualized)  cash
distribution of approximately $719,000 in 1993. The annualized distribution rate
is calculated  as a percent of the original  capital  contribution.  The limited
partners   received   99%  and  the  general   partner   received  1%  of  these
distributions.  The primary  source of future  liquidity  and  distributions  is
expected to be derived from cash generated by the Partnership's properties after
adequate cash reserves are established  for future leasing costs,  tenant finish
costs and capital  improvements.  Cash reserves (which are unrestricted cash and
equivalents  and  investment  securities as shown on the  Partnership's  balance
sheet as of December 31) were $2,019,257,  $1,617,604 and $1,394,905 at December
31, 1995, 1994 and 1993, respectively.

                                     - 18 -

<PAGE>



Capital Resources and Liquidity - Continued
-------------------------------------------

As of December 31, 1995, the Partnership had a mortgage  payable to an insurance
company in the amount of $8,631,951.  The mortgage bore a fixed interest rate of
8.75%  through the first three Loan Years (note  dated  October 16,  1991).  The
interest rate was adjusted at the end of the third Loan Year  (November 1, 1994)
to a fixed interest rate of 9.20%;  an interest rate two hundred ten (210) basis
points greater than the yield on 3-year U.S.  Treasury Notes as published in the
Treasury  Yield Curve of Moody's Bond Survey for the  reference  date closest to
the end of the third Loan Year. The mortgage payable is due November 1, 1997 and
is secured by the land, buildings and amenities of Willow Lake Apartments.  Upon
obtaining permanent financing (October 16, 1991),  $600,000 of the proceeds were
held back by the  Lender and used to  purchase a  Certificate  of  Deposit.  The
Certificate of Deposit was held by the Lender until Willow Lake Apartments,  the
apartment  property covered by the mortgage,  generated annual gross revenues in
an amount not less than $2,006,580 for a period of six consecutive  months.  The
loan provided that in the event the level of gross  revenues was not achieved by
October  1993,  the  proceeds  of the  collateral  would be applied  against the
principal balance of the loan outstanding at the time. The $600,000  certificate
of deposit was  applied  against  the  principal  balance of the loan in October
1993.  Monthly principal  payments through the first three Loan Years were based
on a 28-year  amortization  schedule.  Effective upon acceptance of the adjusted
interest rate (November 1, 1994),  monthly principal payments are now based upon
a 25-year  amortization  schedule.  The outstanding balance at maturity based on
the current rate of amortization will be $8,433,356.

As of December  31,  1995,  the  Partnership  also had a mortgage  payable to an
insurance  company in the amount of  $9,200,000.  These funds were obtained July
24,  1992 and were used to  retire  $9,200,000  of the  construction  loan.  The
$9,200,000 mortgage payable bears a fixed interest rate of 8.625% and is secured
by the land,  buildings  and  amenities  of Golf  Brook  Apartments.  The unpaid
balance of the loan is due August 1, 1997.

As of December 31, 1995,  the  Partnership  had two mortgage  loans each with an
insurance  company in the  amount of  $4,050,879  and  $964,495.  The  permanent
financings  were  obtained  September  8, 1992 in the amount of  $4,200,000  and
$1,000,000.  Both  mortgages  payable  are due  October  5,  2002,  bear a fixed
interest  rate of 8.375% for the first 60 months,  and are  secured by the land,
buildings and amenities of Park Place Apartments Phase I. At the end of the 56th
month  from the date of the  notes,  the  insurance  companies  will  notify the
Partnership  of the interest rate which is their then  prevailing  interest rate
for loans with a term of five years on properties  comparable to the  apartments
(the "Modified Rate"). The Partnership will have 30 days to accept or reject the
Modified Rate. If the Modified Rate is rejected by the  Partnership,  the entire
unpaid principal  balance is due with the 60th  installment of interest.  If the
Partnership  accepts the Modified Rate, it becomes effective the 61st month from
the date of the note.  Current monthly principal  payments on both mortgages are
based upon a 27-year  amortization  schedule.  If the  Partnership  accepts  the
Modified Rate, the principal balance of both mortgages will be amortized using a
22-year amortization  schedule beginning the 61st month. The outstanding balance
at  maturity  based on the  current  rate of  amortization  would be  $4,413,955
($3,565,118  and  $848,837).  These funds were used to retire  $5,200,000 of the
construction loan.

As of December 31, 1995, the  Partnership  also had two mortgage loans each with
an insurance  company in the amount of $2,883,431 and $1,922,288.  The permanent
financings  were  obtained  December  21, 1992 in the amount of  $3,000,000  and
$2,000,000.  Both mortgages  payable are due January 5, 2003, bear interest at a
fixed  rate of 7.25%  for the  first 60  months  and are  secured  by the  land,
buildings and amenities of Sabal Park  Apartments.  At the end of the 56th month
from the date of the notes, the insurance

                                     - 19 -

<PAGE>



Capital Resources and Liquidity - Continued
-------------------------------------------

companies  will notify the  Partnership of the interest rate which is their then
prevailing  interest  rate for  loans  with a term of five  years on  properties
comparable to the apartments (the "Modified Rate"). The Partnership will have 30
days to accept or reject the Modified  Rate. If the Modified Rate is rejected by
the  Partnership,  the  entire  unpaid  principal  balance  is due with the 60th
installment  of  interest.  If the  Partnership  accepts the Modified  Rate,  it
becomes  effective  the 61st  month from the date of the note.  Current  monthly
principal  payments  on both  mortgages  are based  upon a 27-year  amortization
schedule. If the Partnership accepts the Modified Rate, the principal balance of
both mortgages will be amortized using a 22-year amortization schedule beginning
the 61st month. The outstanding balance at maturity based on the current rate of
amortization would be $4,122,326  ($2,473,396 and $1,648,930).  These funds were
used, in part, to retire the remaining  balance of the construction loan payable
to a bank which was due January 15, 1993.  The  remaining  proceeds were used to
fund loan closing costs.

The General Partner of the Partnership is presently exploring the possibility of
refinancing some or all of the mortgages  payable  encumbering the Partnership's
properties.

The  majority  of  the  Partnership's   cash  flow  is  derived  from  operating
activities.  The  decrease  in accounts  receivable  during  1995  represents  a
settlement  received from the insurance  company of the manufacturer of the pipe
fittings which were used in the  construction  of Willow Lake  Apartments.  Cash
flows  used  in  investing  activities  are  for  capital  improvements  at  the
Partnership's properties.  The capital improvements are funded by cash flow from
operations. Cash flows used in financing activities are also for the purchase of
investment  securities.   As  part  of  its  cash  management  activities,   the
Partnership has purchased  Certificates  of Deposit or securities  issued by the
U.S.  Government with initial maturities of greater than three months to improve
the return on its excess cash.  The  Partnership  intends to hold the securities
until maturity. Cash flows provided by investing activities are derived from the
maturity of  investment  securities  and from  increases  in accounts  payable -
construction.   Cash  flows   used  in   financing   activities   are  for  cash
distributions,  principal  payments  on  mortgages  payable  and payment of loan
costs. Cash flows provided by financing activities are derived from the proceeds
of the $600,000  Certificate of Deposit  (discussed on page 19). The Partnership
does not expect any  material  changes in the mix and  relative  cost of capital
resources  from those in 1995 except that which is  discussed  in the  following
paragraph.

In the next 12 months, the demand on future liquidity is anticipated to increase
as a result of 11,600 in square feet of leases  expiring at Plainview  Point III
Office Center in 1996. At this time,  the future leasing and tenant finish costs
which will be  required  to renew the  current  leases or obtain new tenants are
unknown.  As of December 31, 1995, the Partnership  had no material  commitments
for renovations or capital improvements which it has not accrued as of year-end.
It is anticipated  that the cash flow from  operations and cash reserves will be
sufficient to meet the needs of the Partnership.

The demand on future  liquidity may also increase  during the next 12 months due
to  the  Partnership's  receipt  of a  market  analysis  which  shows  it  to be
advantageous  to build  additional  apartment  units  (Phase  III) at Park Place
Apartments on the 15 acres of land owned by the Partnership. Efforts to sell the
land have not produced  attractive  prices.  A phased  development  of apartment
units on this land  utilizing  cash reserves and a portion of cash flow is being
considered. As of December 31, 1995, no commitments have been made in connection
with this project.

                                     - 20 -

<PAGE>



Capital Resources and Liquidity - Continued
-------------------------------------------

As of December 31, 1995,  the  Partnership  established  an Interest  Repurchase
Reserve in the amount of $474,350  pursuant to Section 16.4 of the Partnership's
Amended and  Restated  Agreement of Limited  Partnership.  Under  Section  16.4,
limited  partners may request the  Partnership  to repurchase  their  respective
interests (Units) in the Partnership. With this Interest Repurchase Reserve, the
Partnership  will be able to repurchase up to 1,897 Units at a price of $250 per
Unit. The Partnership  notified the limited partners by letter dated February 1,
1996 of the establishment of the Interest Repurchase Reserve and the opportunity
to request  that the  Partnership  repurchase  Units at the  established  price.
Repurchased Units will be retired by the Partnership, thereby reducing the total
number of Units  outstanding.  The Interest  Repurchase  Reserve was funded from
Investment Securities.

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
years ended December 31, 1995, 1994 and 1993.


                                                    Cash
                             Net Loss           Distributions         Return of
                            Allocated             Declared             Capital
                            ---------             --------             -------

Limited Partners:
       1995               $  (324,417)            $ 948,700          $ 948,700
       1994                  (803,780)              889,380            889,380
       1993                (1,022,967)              711,525            711,525

General Partner:
       1995               $    (3,277)            $   9,583          $   9,583
       1994                    (8,119)                8,984              8,984
       1993                   (10,333)                7,187              7,187

In an effort to continue to improve occupancy at the  Partnership's  residential
properties,  the  Partnership  has an on-site  leasing  staff,  employees of NTS
Development Company, at each of the apartment communities. The staff handles all
on-site visits from potential  tenants,  coordinates  local advertising with NTS
Development  Company's  marketing  staff,  makes  visits to local  companies  to
promote  fully  furnished  units and  negotiates  lease  renewals  with  current
residents.

The leasing and renewal  negotiations for the Partnership's  commercial property
are handled by leasing agents,  employees of NTS Development Company, located in
Louisville,  Kentucky.  The leasing  agent's are located in the same city as the
commercial property.  All advertising for the commercial property is coordinated
by NTS Development Company's marketing staff located in Louisville, Kentucky.

Leases at Plainview  Point III Office  Center  provide for tenants to contribute
toward the payment of increases in common area maintenance expenses,  insurance,
utilities  and real estate  taxes.  Leases at the office center also provide for
rent increases which are based upon increases in the consumer price index. These
lease provisions,  along with the fact that residential leases are generally for
a period of one year,  should  protect  the  Partnership's  operations  from the
impact of inflation and changing prices.

The Partnership owns approximately 15 acres of land,  adjacent to the Park Place
Apartments development, in Lexington,  Kentucky which is zoned for 163 apartment
units (Park Place Apartments  Phase III).  Included in the cost of approximately
$1,751,000  is land cost,  capitalized  interest,  common area costs and amenity
costs.  The  Partnership  intends  to use  the  land  to  construct  Park  Place
Apartments Phase III as discussed on page 20.


                                     - 21 -

<PAGE>



Item 8.  Financial Statements and Supplementary Data


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------


To NTS-Properties VI, a Maryland Limited Partnership:

We have audited the accompanying balance sheets of NTS-Properties VI, a Maryland
Limited  Partnership,  as of  December  31,  1995  and  1994,  and  the  related
statements of operations,  partners' equity and cash flows for each of the three
years in the period ended December 31, 1995. These financial  statements and the
schedules  referred  to  below  are  the  responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedules based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of NTS-Properties VI, a Maryland
Limited  Partnership,  as of December 31, 1995 and 1994,  and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1995 in conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken  as a whole.  The  schedules  included  on pages 38
through 40 are  presented  for purposes of  complying  with the  Securities  and
Exchange  Commission's rules and are not part of the basic financial statements.
These  schedules have been subjected to the auditing  procedures  applied in our
audits of the basic financial  statements  and, in our opinion,  fairly state in
all material  respects the  financial  data  required to be set forth therein in
relation to the basic financial statements taken as a whole.






                                             ARTHUR ANDERSEN LLP


Louisville, Kentucky
February 14, 1996


                                     - 22 -

<PAGE>
<TABLE>



                               NTS-PROPERTIES VI,

                         A Maryland Limited Partnership

                                 BALANCE SHEETS

                        AS OF DECEMBER 31, 1995 AND 1994

<CAPTION>



                                                       1995              1994
                                                  ------------       -----------

ASSETS

<S>                                                <C>               <C>        
Cash and equivalents                               $   867,902       $ 1,617,604
Cash and equivalents - restricted                      301,650           230,604
Investment securities                                1,151,355              --
Accounts receivable                                    158,429           381,455
Land, buildings and amenities, net                  42,196,272        43,872,072
Assets held for development, net                     1,751,234         1,784,457
Other assets                                           386,949           381,692
                                                   -----------       -----------

                                                   $46,813,791       $48,267,884
                                                   ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages payable                                  $27,653,044       $27,883,025
Accounts payable                                       305,779           265,153
Accounts payable - construction                         70,456              --
Distributions payable                                  239,571           239,571
Security deposits                                      235,187           282,517
Other liabilities                                       21,122            23,009
                                                   -----------       -----------

                                                    28,525,159        28,693,275

Partners' equity                                    18,288,632        19,574,609
                                                   -----------       -----------

                                                   $46,813,791       $48,267,884
                                                   ===========       ===========


The  accompanying  notes to financial  statements  are an integral part of these
statements.
</TABLE>


                                     - 23 -

<PAGE>

<TABLE>


                                                         NTS-PROPERTIES VI,

                                                   A Maryland Limited Partnership

                                                      STATEMENTS OF OPERATIONS

                                        FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>


                                                                           1995                     1994                    1993
                                                                        -----------             -----------             -----------
<S>                                                                     <C>                     <C>                     <C>     
Revenues:
 Rental income, net of provision for                                    
  doubtful accounts of $0 (1995 and
  1994) and $5,623 (1993)                                               $ 8,817,265             $ 8,679,772             $ 8,395,880
 Interest and other income                                                  121,790                 116,300                 120,071
                                                                        -----------             -----------             -----------

                                                                          8,939,055               8,796,072               8,515,951

Expenses:
 Operating expenses                                                       2,382,093               2,578,341               2,196,458
 Operating expenses - affiliated                                          1,055,190               1,053,486               1,137,760
 Amortization of capitalized leasing
  costs                                                                       1,091                  28,783                 176,152
 Interest expense                                                         2,365,542               2,351,670               2,404,250
 Management fees                                                            441,861                 438,523                 428,395
 Repairs and maintenance fees                                                  --                    15,011                    --
 Real estate taxes                                                          746,200                 749,915                 709,218
 Professional and administrative
  expenses                                                                  141,948                 142,593                 163,531
 Professional and administrative
  expenses - affiliated                                                     191,677                 188,131                 192,755
 Depreciation and amortization                                            1,941,147               2,061,518               2,140,732
                                                                        -----------             -----------             -----------

                                                                          9,266,749               9,607,971               9,549,251
                                                                        -----------             -----------             -----------

Net loss                                                                $  (327,694)            $  (811,899)            $(1,033,300)
                                                                        ===========             ===========             ===========

Net loss allocated to the limited
 partners                                                               $  (324,417)            $  (803,780)            $(1,022,967)
                                                                        ===========             ===========             ===========


Net loss per limited partnership                                        $     (6.83)            $    (16.94)            $    (21.57)
                                                                        ===========             ===========             ===========
 unit

Weighted average number of limited
 partnership units                                                           47,435                  47,435                  47,435
                                                                        ===========             ===========             ===========

</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.


                                                               - 24 -

<PAGE>

<TABLE>


                               NTS-PROPERTIES VI,

                         A Maryland Limited Partnership

                         STATEMENTS OF PARTNERS' EQUITY

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>


                                      Limited         General
                                     Partners        Partners         Total
                                   ------------    ------------    ------------
<S>                                <C>             <C>             <C>         
Balances at December 31, 1992      $ 23,162,002    $   (125,118)   $ 23,036,884

 Net loss                            (1,022,967)        (10,333)     (1,033,300)

 Distributions declared                (711,525)         (7,187)       (718,712)
                                   ------------    ------------    ------------
Balances at December 31, 1993        21,427,510        (142,638)     21,284,872

 Net loss                              (803,780)         (8,119)       (811,899)

 Distributions declared                (889,380)         (8,984)       (898,364)
                                   ------------    ------------    ------------
Balances at December 31, 1994        19,734,350        (159,741)     19,574,609

 Net loss                              (324,417)         (3,277)       (327,694)

 Distributions declared                (948,700)         (9,583)       (958,283)
                                   ------------    ------------    ------------
Balances at December 31, 1995      $ 18,461,233    $   (172,601)   $ 18,288,632
                                   ============    ============    ============

</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.


                                     - 25 -

<PAGE>
<TABLE>



                                                         NTS-PROPERTIES VI,

                                                   A Maryland Limited Partnership

                                                      STATEMENTS OF CASH FLOWS

                                        FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>


                                                                              1995                   1994                  1993
                                                                           -----------            -----------            -----------
<S>                                                                       <C>                    <C>                    <C>         
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                  $  (327,694)           $  (811,899)           $(1,033,300)
Adjustments to reconcile net loss to net
 cash provided by operating activities:
  Accrued interest on investment securities                                   (14,875)                  --                     --
  Amortization of capitalized leasing costs                                     1,091                 28,783                176,152
  Depreciation and amortization                                             1,941,147              2,061,518              2,140,732
  Provision for doubtful accounts                                                --                     --                    5,623
  Changes in assets and liabilities:
   Cash and equivalents - restricted                                          (71,046)               114,977               (102,034)
   Accounts receivable                                                        223,026                (30,079)              (178,531)
   Other assets                                                               (94,952)                10,140                  3,769
   Accounts payable                                                            40,626                (72,951)                51,791
   Security deposits                                                          (47,330)                (9,435)               (21,183)
   Other liabilities                                                           (1,887)                (2,639)                (9,472)
                                                                          -----------            -----------            -----------

  Net cash provided by operating activities                                 1,648,106              1,288,415              1,033,547
                                                                          -----------            -----------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Net additions to land, buildings and
 amenities                                                                   (143,520)                (8,796)              (194,487)
Additions to accounts payable -
 construction                                                                  70,456                   --                     --
Purchase of investment securities                                          (2,642,085)                  --                     --
Maturity of investment securities                                           1,505,605                   --                     --
                                                                          -----------            -----------            -----------

  Net cash used in investing activities                                    (1,209,544)                (8,796)              (194,487)
                                                                          -----------            -----------            -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages payable                                      (229,981)              (218,449)              (799,293)
Cash distributions                                                           (958,283)              (838,471)              (718,712)
Additions to loan costs                                                          --                     --                  (56,722)
Cash and equivalents - restricted                                                --                     --                  600,000
                                                                          -----------            -----------            -----------

  Net cash used in financing activities                                    (1,188,264)            (1,056,920)              (974,727)
                                                                          -----------            -----------            -----------

  Net increase (decrease) in cash and
   equivalents                                                               (749,702)               222,699               (135,667)

CASH AND EQUIVALENTS, beginning of year                                     1,617,604              1,394,905              1,530,572
                                                                          -----------            -----------            -----------

CASH AND EQUIVALENTS, end of year                                         $   867,902            $ 1,617,604            $ 1,394,905
                                                                          ===========            ===========            ===========

Interest paid on a cash basis                                             $ 2,367,146            $ 2,349,889            $ 2,393,879
                                                                          ===========            ===========            ===========
</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                                               - 26 -

<PAGE>




                               NTS-PROPERTIES VI,

                         A Maryland Limited Partnership

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1.     Significant Accounting Policies
       -------------------------------

       A)    Organization
             ------------

             NTS-Properties   VI,   a   Maryland   Limited    Partnership   (the
             "Partnership") is a limited partnership organized under the laws of
             the State of Maryland on December 27, 1984. The general  partner is
             NTS-Properties Associates VI, (a Kentucky limited partnership). The
             Partnership is in the business of developing,  constructing, owning
             and operating apartment complexes and commercial real estate.

       B)    Properties
             ----------

             The Partnership owns and operates the following properties:

             -  Sabal Park Apartments, a 162-unit luxury apartment complex in
                Orlando, Florida

             -  Park Place Apartments Phase I, a 180-unit luxury apartment
                complex in Lexington, Kentucky

             -  Willow Lake Apartments, a 207-unit luxury apartment complex in
                Indianapolis, Indiana

             -  A 96% joint venture  interest in Golf Brook  Apartments,  a 195-
                unit luxury apartment complex in Orlando, Florida

             -  A 95% joint  venture  interest  in  Plainview  Point III  Office
                Center, an office center with approximately  62,000 net rentable
                square feet located in Louisville, Kentucky

             The  Partnership  also  owns  approximately  15  acres  of  land in
             Lexington,  Kentucky  which is zoned for 163 apartment  units (Park
             Place Apartments Phase III).

       C)    Allocation of Net Income (Loss) and Cash Distributions
             ------------------------------------------------------

             Pre-Termination  Date  Net  Cash  Receipts  and  Interim  Net  Cash
             Receipts,  as defined in the  partnership  agreement  and which are
             made available for  distribution,  will be  distributed  99% to the
             limited partners and 1% to the general partner.  Net Cash Proceeds,
             as defined in the partnership agreement, will be distributed 1) 99%
             to the limited  partners  and 1% to the general  partner  until the
             limited partners have received cash  distributions from all sources
             (except  Pre-Termination  Date  Net Cash  Receipts)  equal to their
             Original Capital; and 2) the remainder, 80% to the limited partners
             and 20% to the  general  partner.  Net  operating  income  shall be
             allocated  to the  limited  partners  and the  general  partner  in
             proportion to their respective cash distributions.


                                     - 27 -

<PAGE>



1.     Significant Accounting Policies - Continued
       -------------------------------------------

       C)    Allocation of Net Income (Loss) and Cash Distributions - Continued
             ------------------------------------------------------------------

             Net Operating Income in excess of cash  distributions and Net Gains
             from  Sales  shall be  allocated  as  follows:  (1) pro rata to all
             partners  with a negative  capital  account in an amount to restore
             the  negative  capital  account  to  zero;  (2) 99% to the  limited
             partners and 1% to the general  partner until the limited  partners
             have received an amount equal to their  Original  Capital less cash
             distributions except distributions of Pre-Termination Date Net Cash
             Receipts;  3) the balance,  80% to the limited  partners and 20% to
             the general partner. Net Operating Losses shall be allocated 99% to
             the limited partners and 1% to the general partner.

       D)    Tax Status
             ----------

             The  Partnership  has received a ruling from the  Internal  Revenue
             Service  stating that the  Partnership  is  classified as a limited
             partnership   for  federal  income  tax  purposes.   As  such,  the
             Partnership makes no provision for income taxes. The taxable income
             or  loss  is  passed  through  to the  holders  of the  partnership
             interests for inclusion on their individual income tax returns.

             A  reconciliation  of net loss  for  financial  statement  purposes
             versus that for income tax reporting is as follows:


                                            1995          1994          1993
                                        -----------   -----------   -----------

              Net loss                  $  (327,694)  $  (811,899)  $(1,033,300)

              Items handled differently
               for tax purposes:
               Depreciation and
                amortization               (195,060)     (211,507)     (237,825)
               Capitalized leasing
                costs                        35,750        61,669       198,680
               Allowance for doubtful
                accounts                       --            --         (52,277)
               Write-off of unamortized
                tenant improvements         (22,832)          424       (43,364)
               Rental income                (18,296)       (3,549)       61,758
                                         -----------  -----------   -----------

              Taxable loss               $  (528,132) $  (964,862)  $(1,106,328)
                                         ===========  ===========   ===========

       E)    Use of Estimates in the Preparation of Financial Statements
             -----------------------------------------------------------

             The   preparation  of  financial   statements  in  conformity  with
             generally accepted  accounting  principles  requires  management to
             make estimates and assumptions  that affect the reported amounts of
             assets and  liabilities  and  disclosure of  contingent  assets and
             liabilities  at  the  date  of the  financial  statements  and  the
             reported  amounts of revenues  and  expenses  during the  reporting
             period. Actual results could differ from those estimates.

       F)    Joint Venture Accounting
             ------------------------

             The Partnership has adopted the proportionate  consolidation method
             of  accounting  for joint  venture  properties.  The  Partnership's
             proportionate  interest  in  the  venture's  assets,   liabilities,
             revenues,  expenses and cash flows are  combined on a  line-by-line
             basis with the  Partnership's  own assets,  liabilities,  revenues,
             expenses and cash flows. All intercompany accounts and transactions
             have been eliminated in consolidation.

                                     - 28 -

<PAGE>



1.     Significant Accounting Policies - Continued
       -------------------------------------------

       G)    Cash and Equivalents - Restricted
             ---------------------------------

             Cash and  equivalents - restricted  represents  funds  received for
             residential  security  deposits and funds which have been  escrowed
             with  mortgage  companies  for  property  taxes  and  insurance  in
             accordance with the loan agreements.

             1993  financing  activity  cash  flow  from  cash  and  equivalents
             restricted  represents the proceeds from a $600,000  certificate of
             deposit.  The  Partnership's  interest was pledged to the lender of
             the approximately  $8.6 million note. The lender was to release the
             collateral  when  Willow Lake  Apartments,  the  apartment  complex
             located on the property  covered by the  mortgage,  was  generating
             annual gross  revenues in an amount not less than  $2,006,580 for a
             period of six  consecutive  months.  The loan  provided that in the
             event the level of gross revenues was not achieved by October 1993,
             the  proceeds  of the  collateral  would  be  applied  against  the
             principal balance of the loan outstanding at the time. The $600,000
             certificate of deposit was applied against the principal balance of
             the loan during October 1993.

       H)    Investment Securities
             ---------------------

             Investment  securities  represent  investments in  Certificates  of
             Deposit or securities  issued by the U.S.  Government  with initial
             maturities  of  greater  than three  months.  The  investments  are
             carried at cost which  approximates  market value.  The Partnership
             intends to hold the  securities  until  maturity.  During 1995, the
             Partnership sold no investment  securities.  The following provides
             details regarding the investments held at December 31, 1995:

                                         Amortized     Maturity       Value At
                     Type                   Cost         Date         Maturity
                     ----                   ----         ----         --------

             FHLB Discount Note          $  269,271    01/18/96     $  270,000
             FNMA Discount Note             183,637    02/20/96        185,000
             Certificate of Deposit         416,469    02/28/96        419,972
             FNMA Discount Note             281,978    03/13/96        285,000
                                          ---------                  ---------

                                         $1,151,355                 $1,159,972
                                          =========                  =========

             The  Partnership   held  no  investment   securities  with  initial
             maturities greater than three months during 1994 or 1993.

       I)    Basis of Property and Depreciation
             ----------------------------------

             Land,   buildings   and   amenities  are  stated  at  cost  to  the
             Partnership.   Costs  directly  associated  with  the  acquisition,
             development and construction of a project are capitalized.

             Depreciation  is computed using the  straight-line  method over the
             estimated  useful  lives of the  assets  which are 5 - 30 years for
             land improvements, 5-30 years for building and improvements, 5 - 30
             years  for  amenities  and the  applicable  lease  term for  tenant
             improvements.

             In March 1995, the Financial Accounting Standards Board issued
             Statement No. 121 (the "Statement") on accounting for the
             impairment of long-lived assets, certain identifiable intangibles,
             and goodwill related to assets to be held and used.  The Statement
             also establishes accounting standards for long-lived assets and
             certain identifiable intangibles to be disposed of.  The

                                     - 29 -

<PAGE>



1.     Significant Accounting Policies - Continued
       -------------------------------------------

       I)    Basis of Property and Depreciation - Continued
             ----------------------------------------------

             Partnership  is  required  to adopt  the  Statement  no later  than
             January 1, 1996, although earlier implementation is permitted.  The
             Statement is required to be applied  prospectively for assets to be
             held and used.  The initial  application of the Statement to assets
             held for  disposal is  required  to be  reported as the  cumulative
             effect of a change in accounting principle.

             The Partnership plans to adopt the Statement as of January 1, 1996.
             Based on a preliminary  review, the Partnership does not anticipate
             that any material adjustments will be required.

       J)    Capitalized Leasing Costs
             -------------------------

             The Partnership has capitalized  certain costs  associated with the
             initial leasing of the properties.  These costs are being amortized
             over a five year period.

       K)    Rental Income and Deferred Leasing Commissions
             ----------------------------------------------

             Certain of the  Partnership's  lease  agreements at Plainview Point
             III Office Center are structured to include scheduled and specified
             rent  increases  over  the  lease  term.  For  financial  reporting
             purposes,  the income from these  leases is being  recognized  on a
             straight-line  basis over the lease term.  Accrued income connected
             with these leases is included in accounts  receivable  and totalled
             $112,897 and $93,852 at December  31, 1995 and 1994,  respectively.
             All commissions paid to commercial  leasing agents are deferred and
             amortized over the term of the lease to which they apply.

       L)    Statements of Cash Flows
             ------------------------

             For purposes of reporting cash flows, cash and equivalents  include
             cash on hand and short-term, highly liquid investments with initial
             maturities of three months or less.

       M)    Reclassification of 1994 and 1993 Financial Statements
             ------------------------------------------------------

             Certain  reclassifications  have been made to the December 31, 1994
             and 1993  financial  statements  to conform with  December 31, 1995
             classifications.   These   reclassifications   have  no  effect  on
             previously reported operations.

2.     Concentration of Credit Risk
       ----------------------------

       The  Partnership  owns and operates  residential  properties  in Kentucky
       (Louisville and Lexington), Indiana (Indianapolis) and Florida (Orlando).
       The apartment  unit is generally  the principal  residence of the tenant.
       The  Partnership  also  owns and  operates,  through a joint  venture,  a
       commercial  property in Louisville,  Kentucky.  Substantially  all of the
       tenants are local  businesses or are businesses  which have operations in
       the Louisville area.

3.     Investment in Joint Ventures
       ----------------------------

       A)    NTS Sabal Golf Villas Joint Venture
             -----------------------------------

             In 1985,  the  Partnership  entered into a joint venture  agreement
             with  NTS-Properties  IV to develop and construct a 158-unit luxury
             apartment complex on a 13.15-acre site located in Orlando, Florida,
             known as Golf Brook Apartments Phase I. NTS-Properties IV

                                     - 30 -

<PAGE>



3.     Investment in Joint Ventures
       ----------------------------

       A)    NTS Sabal Golf Villas Joint Venture - Continued
             -----------------------------------------------

             contributed  land valued at  $1,900,000  with an  outstanding  note
             payable to a bank of $1,200,000  which was secured by the land. The
             Partnership  contributed the construction and carrying costs of the
             apartment complex.

             In 1987,  the joint  venture  agreement was amended to include Golf
             Brook  Apartments  Phase II, a  37-unit  luxury  apartment  complex
             located on a 3.069  acre site  adjacent  to Golf  Brook  Apartments
             Phase I. The Partnership  contributed land, construction costs, and
             the cost of the initial leasing of this second phase.

             The Partnership made  contributions of approximately  $15.8 million
             for construction and carrying costs and retired the $1,200,000 note
             payable  in 1987,  which  increased  the  Partnership's  percentage
             interest  in the  joint  venture.  The net  income  and net loss is
             allocated based on the respective partnership's  contribution as of
             the end of each calendar quarter. The Partnership's ownership share
             was 96% at December 31, 1995. The Partnership's  share of the joint
             venture's  net operating  income was  $1,058,691  (1995),  $816,229
             (1994) and $739,403 (1993).

       B)    Plainview Point III Joint Venture
             ---------------------------------

             In 1987,  the  Partnership  entered into a joint venture  agreement
             with  NTS-Properties  IV to develop and construct an  approximately
             62,000 square foot office building located in Louisville,  Kentucky
             known as Plainview Point III Office Center.

             NTS-Properties  IV  contributed  land  valued at  $790,000  with an
             outstanding note payable to a bank of $550,000 which was secured by
             the land. The Partnership contributed the construction and carrying
             costs  of  the  complex.  The  Partnership  made  contributions  of
             approximately  $4.1 million for construction and carrying costs and
             retired the $550,000  note  payable in 1987,  which  increased  the
             Partnership's  percentage  interest in the joint  venture.  The net
             income  and  net  loss  is  allocated   based  on  the   respective
             partnership's  contribution as of the end of each calendar quarter.
             The Partnership's ownership share was 95% at December 31, 1995. The
             Partnership's  share of the joint  venture's net  operating  income
             (loss) was $12,423 (1995), $(59,399) (1994) and $(113,983) (1993).

4.     Land, Buildings and Amenities
       -----------------------------

       The  following   schedule  provides  an  analysis  of  the  Partnership's
       investment in property held for lease as of December 31:


                                                 1995                  1994
                                              -----------          -----------

       Land and improvements                  $14,862,974          $14,852,864
       Buildings and improvements              45,170,635           45,090,923
       Amenities                                1,511,656            1,507,312
                                               ----------           ----------

                                               61,545,265           61,451,099

       Less accumulated depreciation           19,348,993           17,579,027
                                               ----------           ----------

                                              $42,196,272          $43,872,072
                                               ==========           ==========



                                     - 31 -

<PAGE>



5.     Assets Held for Development
       ---------------------------

       The Partnership owns approximately 15 acres of land, adjacent to the Park
       Place Apartments development,  in Lexington,  Kentucky which is zoned for
       163 apartment units (Park Place  Apartments  Phase III).  Included in the
       cost of  approximately  $1,751,000  is land cost,  capitalized  interest,
       common area costs and amenity costs.  The Partnership  intends to use the
       land to construct Park Place Apartments Phase III. This was the result of
       the  Partnership  receiving  a  market  analysis  which  shows  it  to be
       advantageous   to  build   additional   apartment  units  at  Park  Place
       Apartments. Efforts to sell the land have not produced attractive prices.
       The  Partnership  is  currently   considering  a  phased  development  of
       apartment  units on this land  utilizing  cash  reserves and a portion of
       cash flow.  As of December 31,  1995,  no  commitments  have been made in
       connection with this project.

6.     Interest Repurchase Reserve
       ---------------------------

       As  of  December  31,  1995,  the  Partnership  established  an  Interest
       Repurchase  Reserve in the amount of $474,350 pursuant to Section 16.4 of
       the Partnership's  Amended and Restated Agreement of Limited Partnership.
       Under  Section  16.4,  limited  partners may request the  Partnership  to
       repurchase their respective  interests  (Units) in the Partnership.  With
       this  Interest  Repurchase  Reserve,  the  Partnership  will  be  able to
       repurchase up to 1,897 Units at a price of $250 per Unit. The Partnership
       notified  the limited  partners by letter  dated  February 1, 1996 of the
       establishment of the Interest  Repurchase  Reserve and the opportunity to
       request that the Partnership  repurchase Units at the established  price.
       Repurchased  Units will be retired by the  Partnership,  thereby reducing
       the total number of Units  outstanding.  The Interest  Repurchase Reserve
       was funded from Investment Securities.

7.     Mortgages Payable
       -----------------

       Mortgages payable as of December 31 consist of the following:

                                                       1995             1994
                                                   -----------      ------------
       Mortgage  payable  with an insurance 
       company  bearing  interest at 8.375%,
       due October 5, 2002 secured by
       certain land, buildings and                        
       amenities                                   $ 4,050,879      $ 4,102,291

       Mortgage payable with an insurance
       company bearing interest at 8.375%,
       due October 5, 2002 secured by
       certain land, buildings and                   
       amenities                                       964,495          976,736

       Mortgage payable with an insurance
       company bearing interest at 8.625%,
       due August 1, 1997 secured by
       certain land, buildings and                   
       amenities                                     9,200,000        9,200,000

       Mortgage payable with an insurance
       company bearing interest at 9.20%,
       due November 1, 1997 secured by
       certain land, buildings and                   
       amenities                                     8,631,951        8,727,008

                              (continued next page)


                                     - 32 -

<PAGE>


7.     Mortgages Payable - Continued
       -----------------------------

                                                       1995           1994
                                                   -----------     ------------
       Mortgage  payable  with an  insurance 
       company  bearing  interest at 7.25%,
       due January 5, 2003 secured by
       certain land, buildings and                 $ 2,883,431      $ 2,926,194
       amenities

       Mortgage payable to an insurance
       company, bearing interest at 7.25%,
       due January 5, 2003 secured by
       certain land, buildings and
       amenities                                     1,922,288        1,950,796
                                                    ----------       ----------
                                                   $27,653,044      $27,883,025
                                                    ==========       ==========

       The mortgages are payable in monthly installments of $280,642 which
       includes principal, interest, property taxes and insurance.  Scheduled
       maturities of debt are as follows:

       For the Years Ended December 31,                      Amount
       --------------------------------                      ------

                             1996                         $   249,987
                             1997                          17,885,345
                             1998                             170,294
                             1999                             184,046
                             2000                             198,916
                          Thereafter                        8,964,456
                                                          -----------

                                                          $27,653,044
                                                          ===========

       Based on the borrowing rates  currently  available to the Partnership for
       mortgages  with similar terms and average  maturities,  the fair value of
       long-term debt is approximately $33,800,000.

8.     Rental Income Under Operating Leases
       ------------------------------------

       The  following  is  a  schedule  of  minimum   future  rental  income  on
       noncancellable operating leases as of December 31, 1995:

       For the Years Ended December 31,                    Amount
       --------------------------------                    ------

                             1996                       $   637,471
                             1997                           547,579
                             1998                           499,752
                             1999                           375,599
                             2000                           334,214
                          Thereafter                        113,241
                                                        -----------

                                                        $ 2,507,856
                                                        ===========

9.     Related Party Transactions
       --------------------------

       Pursuant  to the  partnership  agreement,  property  management  fees  of
       $441,861  (1995),  $438,523  (1994) and $428,395  (1993) were paid to NTS
       Development  Company,  an  affiliate of the general  partner.  The fee is
       equal to 5% and 6% of gross revenues from the residential  properties and
       commercial  properties,  respectively.  Also pursuant to the  partnership
       agreement,  the  NTS  Development  Company  will  receive  a  repair  and
       maintenance  fee equal to 5.9% of costs  incurred which relate to capital
       improvements and major repair and renovation projects. The

                                     - 33 -

<PAGE>



9.     Related Party Transactions - Continued
       --------------------------------------

       Partnership has incurred $6,200 (1995) and $15,212 (1994) as a repair and
       maintenance  fee. The Partnership has capitalized  $6,200 (1995) and $201
       (1994) as part of land,  buildings  and  amenities  and expensed  $15,011
       (1994) as a repair and maintenance  fee. The Partnership was also charged
       the following  amounts from NTS  Development  Company for the years ended
       December 31, 1995, 1994 and 1993.  These charges include items which have
       been  expensed as operating  expenses - affiliated  or  professional  and
       administrative   expenses  -   affiliated   and  items  which  have  been
       capitalized as other assets or as land, buildings and amenities.

       These charges were as follows:


                                       1995              1994            1993
                                    ----------        ----------      ----------

       Administrative               $  245,369         $ 240,133       $ 242,899
       Property manager                786,667           803,635         869,006
       Leasing                         229,309           184,919         207,039
       Other                             9,285            16,024          74,965
                                     ---------         ---------       ---------

                                    $1,270,630        $1,244,711      $1,393,909
                                     =========         =========       =========



                                     - 34 -

<PAGE>



Item 9.      Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure

None.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

Because the Partnership is a limited  partnership and not a corporation,  it has
no  directors  or  officers  as  such.  Management  of  the  Partnership  is the
responsibility  of  the  general  partner,  NTS-Properties  Associates  VI.  The
Partnership has entered into a management contract with NTS Development Company,
an affiliate of the general partner, to provide property management services.

The general partners of NTS-Properties Associates VI are as follows:

J. D. Nichols
-------------

Mr.  Nichols  (age  54)  is  the  managing  general  partner  of  NTS-Properties
Associates VI and Chairman of the Board of NTS Corporation  (since 1985) and NTS
Development Company (since 1977).

Richard L. Good
---------------

Mr. Good, (age 56) President and Chief Operating  Officer of NTS Corporation and
President  of  NTS  Development  Company  and  Chairman  of  the  Board  of  NTS
Securities, Inc., joined the Manager in January 1985. From 1981 through 1984, he
was Executive Vice President of Jacques-Miller, Inc., a real estate syndication,
property management and financial planning firm in Nashville, Tennessee.

NTS Capital Corporation
-----------------------

NTS Capital Corporation (formerly NTS Corporation) is a Kentucky corporation
formed in October 1979.  J. D. Nichols is Chairman of the Board and the sole
director of NTS Capital Corporation.

The Manager of the Partnership's properties is NTS Development Company, the
executive officers and/or directors of which are Messrs. J. D. Nichols,
Richard L. Good and John W. Hampton.

John W. Hampton
---------------

John W.  Hampton  (age 46) is Senior  Vice  President  of NTS  Corporation  with
responsibility for all accounting operations.  Before joining NTS in March 1991,
Mr.  Hampton was Vice  President - Finance  and Chief  Financial  Officer of the
Sturgeon-Thornton-Marrett  Development Company in Louisville,  Kentucky for nine
years. Prior to that he was with Alexander Grant & Company CPA's. Mr. Hampton is
a Certified  Public  Accountant  and a graduate of the  University of Louisville
with a Bachelor of Science  degree in  Commerce.  He is a member of the American
Institute of CPA's and the Kentucky Society of CPA's.

Item 11.  Management Remuneration and Transactions

The officers and/or directors of the corporate general partner receive no direct
remuneration in such  capacities.  The Partnership is required to pay a property
management fee based on gross rentals to NTS Development  Company,  an affiliate
of  the  general  partner.  The  Partnership  is  also  required  to  pay to NTS
Development  Company a repair and  maintenance  fee on costs related to specific
projects.  Also, NTS Development  Company provides certain other services to the
Partnership.   See  Note  9  to  the  financial   statements  which  sets  forth
transactions with NTS Development Company for the years ended December 31, 1995,
1994 and 1993.

                                     - 35 -

<PAGE>



Item 11.  Management Remuneration and Transactions - Continued

The general partner is entitled to receive cash distributions and allocations of
profits and losses from the Partnership. See Note 1C to the financial statements
which  describes  the  methods  used to  determine  income  allocation  and cash
distributions.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The  general  partner  is  NTS-Properties  Associates  VI,  a  Kentucky  limited
partnership,  10172 Linn Station Road, Louisville,  Kentucky 40223. The partners
of the general partner and their total respective interests in
NTS-Properties Associates VI are as follows:

       J. D. Nichols                                            38.60%
       10172 Linn Station Road
       Louisville, Kentucky 40223

       NTS Capital Corporation                                   9.95%
       10172 Linn Station Road
       Louisville, Kentucky 40223

       Richard L. Good                                          10.00%
       10172 Linn Station Road
       Louisville, Kentucky 40223

The remaining  41.45%  interests are owned by various  limited  partners of NTS-
Properties Associates VI.

Item 13.  Certain Relationships and Related Transactions

Pursuant to the  partnership  agreement,  property  management  fees of $441,861
(1995),  $438,523  (1994)  and  $428,395  (1993)  were  paid to NTS  Development
Company,  an affiliate of the general partner.  The fee is equal to 5% and 6% of
gross  revenues  from the  residential  properties  and  commercial  properties,
respectively.  Also pursuant to the partnership  agreement,  the NTS Development
Company  will  receive  a  repair  and  maintenance  fee  equal to 5.9% of costs
incurred  which relate to capital  improvements  and major repair and renovation
projects.  The  Partnership  has incurred  $6,200 (1995) and $15,212 (1994) as a
repair and maintenance  fee. The  Partnership has capitalized  $6,200 (1995) and
$201 (1994) as part of land, buildings and amenities and expensed $15,011 (1994)
as a repair and maintenance  fee. The Partnership was also charged the following
amounts from NTS Development Company for the years ended December 31, 1995, 1994
and 1993.  These  charges  include  items which have been  expensed as operating
expenses - affiliated or professional and  administrative  expenses - affiliated
and items which have been capitalized as other assets or as land,  buildings and
amenities.



                              1995              1994            1993
                           ----------        ----------      ----------

Administrative             $  245,369         $ 240,133       $ 242,899
Property manager              786,667           803,635         869,006
Leasing                       229,309           184,919         207,039
Other                           9,285            16,024          74,965
                            ---------         ---------       ---------

                           $1,270,630        $1,244,711      $1,393,909
                            =========         =========       =========

There are no other  agreements or  relationships  between the  Partnership,  the
General Partner and its affiliates than those previously described.


                                     - 36 -

<PAGE>



                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

1.      Financial statements

        The financial statements for the years ended December 31, 1995, 1994 and
        1993 together with the report of Arthur Andersen LLP, dated February 14,
        1996,  appear in Item 8. The  following  financial  statement  schedules
        should be read in conjunction with such financial statements.

2.      Financial statement schedules

        Schedules:                                                      Page No.
        ----------                                                      --------


        III-Real Estate and Accumulated Depreciation                     38-40

All other schedules have been omitted  because they are not applicable,  are not
required,  or because the  required  information  is  included in the  financial
statements or notes thereto.

3.      Exhibits


        Exhibit No.                                        Page No.
        -----------                                        --------

         3.     Amended and Restated Agreement               *
                Certificate of Limited Partnership
                of NTS-Properties VI, a Maryland
                limited partnership

         3a.    First Amendment to Amended and               **
                Restated Agreement of Limited
                Partnership of NTS-Properties VI,
                a Maryland limited partnership

        10.     Property Management and Construction         *
                Construction Agreement between
                NTS Development Company and
                NTS-Properties VI, a Maryland
                limited partnership

        27.     Financial Data Schedule                   Included
                                                          herewith

         *      Incorporated by reference to documents filed with the Securities
                and Exchange  Commission  in  connection  with the filing of the
                Registration   Statements   on  Form  S-11  on  March  22,  1985
                (effective June 25, 1985) under Commission File No.2-96583.

        **      Incorporated by reference to Form 10-K filed with the Securities
                and Exchange Commission for the fiscal year ended December 31,
                1987 (Commission File No. 0-14695).

4.      Reports on Form 8-K

        There were no reports on Form 8-K for the  quarter  ended  December  31,
        1995.



                                     - 37 -

<PAGE>
<TABLE>



                                             NTS-PROPERTIES VI

                                       A Maryland Limited Partnership

                          SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                          AS OF DECEMBER 31, 1995


<CAPTION>



                                                                                                Park Place
                                                                       Sabal Park               Apartments              Willow Lake
                                                                       Apartments                 Phase I                Apartments
                                                                       ----------                 -------                ----------
<S>                                                                    <C>                      <C>                      <C>
Encumbrances                                                                   (A)                      (A)                      (B)

Initial cost to partnership:
  Land                                                                 $ 3,063,046              $ 2,320,938              $ 3,770,328
  Buildings and improvements                                             8,417,719                9,630,935               12,616,655

Cost capitalized subsequent to
 acquisition
  Improvements                                                              20,338                   29,336                  186,976
  Carrying costs                                                              --                       --                       --

Gross amount at which carried
 December 31, 1995:(C)
  Land                                                                 $ 3,063,046              $ 2,333,428              $ 3,770,328
  Buildings and improvements                                             8,438,057                9,647,781               12,803,631
                                                                       -----------              -----------              -----------

  Total                                                                $11,501,103              $11,981,209              $16,573,959
                                                                       ===========              ===========              ===========

Accumulated depreciation                                               $ 4,144,234              $ 3,758,151              $ 4,876,661
                                                                       ===========              ===========              ===========

Date of construction                                                         06/84                    04/84                    03/85

Date Acquired                                                                  N/A                      N/A                      N/A

Life at which depreciation in
 latest income statement is
 computed                                                                      (D)                      (D)                      (D)

<FN>

(A)     First mortgages held by two insurance companies.
(B)     First mortgage held by an insurance company.
(C)     Aggregate cost of real estate for tax purposes is $59,295,905.
(D)     Depreciation is computed using the straight-line method over the
        estimated  useful  lives of the  assets  which are 5 - 30 years for land
        improvements,  5 - 30 years for  buildings and  improvements  and 5 - 30
        years for amenities.
</FN>
</TABLE>

                                                   - 38 -

<PAGE>

<TABLE>


                                             NTS-PROPERTIES VI

                                       A Maryland Limited Partnership

                          SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                          AS OF DECEMBER 31, 1995


<CAPTION>



                                                                                                 Plainview
                                                                        Golf Brook               Point III                 Total
                                                                        Apartments             Office Center            Pages 38-39
                                                                        ----------             -------------            -----------
<S>                                                                    <C>                      <C>                      <C>
Encumbrances                                                                   (A)                      (B)

Initial cost to partnership:
  Land                                                                 $ 4,384,363              $ 1,268,339              $14,807,014
  Buildings and improvements                                            12,302,319                2,270,729               45,238,357

Cost capitalized subsequent to
 acquisition
  Improvements                                                              77,881                1,185,363                1,499,894
  Carrying costs                                                              --                       --                       --

Gross amount at which carried
 December 31, 1995:
  Land                                                                 $ 4,405,353              $ 1,290,819              $14,862,974
  Buildings and improvements                                            12,359,210                3,433,612               46,682,291
                                                                       -----------              -----------              -----------

  Total                                                                $16,764,563              $ 4,724,431              $61,545,265
                                                                       ===========              ===========              ===========

Accumulated depreciation                                               $ 5,003,314              $ 1,566,633              $19,348,993
                                                                       ===========              ===========              ===========

Date of construction                                                         05/88                    01/88

Date Acquired                                                                  N/A                      N/A

Life at which depreciation in
 latest income statement is
 computed                                                                      (C)                      (C)

<FN>

(A)     First mortgage held by an insurance company.
(B)     None.
(C)     Depreciation  is  computed  using  the  straight-line  method  over  the
        estimated  useful  lives of the  assets  which are 5 - 30 years for land
        improvements,  5 - 30 years for  buildings and  improvements  and 5 - 30
        years for amenities.
</FN>
</TABLE>

                                     - 39 -

<PAGE>
<TABLE>



                               NTS-PROPERTIES VI,

                         A Maryland Limited Partnership

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>


                                                   Real             Accumulated
                                                  Estate           Depreciation
                                                  ------           ------------

<S>                                            <C>                 <C>         
Balances at December 31, 1992                  $ 61,345,148        $ 13,723,489

Additions during period:
 Improvements (a)                                   196,251                --
 Depreciation (b)                                      --             2,016,677

Deductions during period:
 Retirements                                        (94,404)            (92,638)
                                               ------------        ------------

Balances at December 31, 1993                    61,446,995          15,647,528

Additions during period:
 Improvements (a)                                    12,539                --
 Depreciation (b)                                      --             1,936,191

Deductions during period:
 Retirements                                         (8,435)             (4,692)
                                               ------------        ------------

Balances at December 31, 1994                    61,451,099          17,579,027

Additions during period:
 Improvements (a)                                   141,550                --
 Depreciation (b)                                      --             1,815,820

Deductions during period:
 Retirements                                        (47,384)            (45,854)
                                               ------------        ------------

Balances at December 31, 1995                  $ 61,545,265        $ 19,348,993
                                               ============        ============

<FN>

(a)     The  additions  to real  estate on this  schedule  will  differ from the
        expenditures for land, buildings and amenities on the Statements of Cash
        Flows as a result of minor  changes in the  Partnership's  joint venture
        investment  ownership  percentages.   Changes  that  may  occur  in  the
        ownership percentages are less than one percent.

(b)     The additions charged to accumulated  depreciation on this schedule will
        differ from the  depreciation and amortization on the Statements of Cash
        Flows  due to the  amortization  of loan  costs  and  depreciation  of a
        portion of assets held for development.
</FN>
</TABLE>


                                     - 40 -

<PAGE>


                                   SIGNATURES
                                   ----------

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, NTS-Properties VI, a Maryland Limited Partnership,  has duly caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                          NTS-PROPERTIES VI, a Maryland Limited
                                           Partnership
                                                       (Registrant)

                                          BY:   NTS-Properties Associates VI,
                                                General Partner,
                                                BY: NTS Capital Corporation,
                                                    General Partner


                                                /s/ John W. Hampton
                                                    John W. Hampton
                                                    Senior Vice President


Date:      March 28      , 1996


Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
Form  10-K has been  signed  below by the  following  persons  on  behalf of the
registrant in their capacities and on the date indicated above.

      Signature                          Title
      ---------                          -----


/s/ J. D. Nichols                        General Partner of NTS-Properties
    J. D. Nichols                        Associates VI and Chairman of the
                                         Board and Sole Director of NTS
                                         Capital Corporation


/s/ Richard L. Good                      General Partner of NTS-Properties
    Richard L. Good                      Associates VI and President of NTS
                                         Capital Corporation


/s/ John W. Hampton                      Senior Vice President of NTS Capital
    John W. Hampton                      Corporation


The Partnership is a limited  partnership and no proxy material has been sent to
the limited partners.


                                     - 41 -