# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

# FORM 10-K

# [X] ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 2003

OR

# [   ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934

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 incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|10172 Linn Station Road                          | 40223                               
|Louisville, Kentucky                             | (Zip Code)                          
|(Address of principal executive offices)         |                                     

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

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

|None                  | None                                       
|--------------------- | -------------------------------------------
|(Title of each class) | (Name of each exchange on which registered)

Securities 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 the
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]

Indicate by check mark whether
registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange
Act of 1934).      Yes [   ] No [X]

State the aggregate market value of
the voting and non-voting common equity held by non-affiliates computed by reference to
the price at which the common equity was sold, or the average bid and asked price of such
common equity, as of June 30, 2003: No aggregate market value
can be determined because no established market exists for the limited partnership
interests.

---

TABLE OF CONTENTS

PART I

|                |  |                                                     |  | Pages
|--------------- |  | --------------------------------------------------- |  | -----
|Items 1. and 2. |  | Business and Properties                             |  | 3-13 
|Item 3.         |  | Legal Proceedings                                   |  | 13-15
|Item 4.         |  | Submission of Matters to a Vote of Security Holders |  | 15   

PART II

|Item 5.  |  | Market for Registrant's Limited Partnership Interests
        and Related Partner Matters     |  | 16   
|-------- |  | --------------------------------------------------------------------------------------------- |  | -----
|Item 6.  |  | Selected Financial Data                                                                       |  | 17-18
|Item 7.  |  | Management's Discussion and Analysis of Financial Condition
        and Results of Operations |  | 18-31
|Item 7A. |  | Quantitative and Qualitative Disclosures About
        Market Risk                            |  | 32   
|Item 8.  |  | Consolidated Financial Statements and Supplementary Data                                      |  | 33-57
|Item 9.  |  | Change in and Disagreements with Accountants on
        Accounting and Financial Disclosure   |  | 58   
|Item 9A. |  | Controls and Procedures                                                                       |  | 59   

PART III

|Item 10. |  | Directors and Executive Officers of the Registrant                     |  | 60-61
|-------- |  | ---------------------------------------------------------------------- |  | -----
|Item 11. |  | Management Remuneration and Transactions                               |  | 62   
|Item 12. |  | Security Ownership of Certain Beneficial
        Owners and Management |  | 63   
|Item 13. |  | Certain Relationships and Related Transactions                         |  | 64-65
|Item 14. |  | Principal Accountant Fees and Services                                 |  | 65   

PART IV

|Item 15.   |  | Exhibits, Consolidated Financial Statement Schedules and
        Reports on Form 8-K |  | 66-72
|---------- |  | ------------------------------------------------------------------------------------ |  | -----
|Signatures |  |                                                                                      |  | 73   

2

---

# INFORMATION REGARDING
FORWARD-LOOKING STATEMENTS

Some of the statements included in
this Form 10-K, particularly those included in Part I, Items 1 and 2  Business and
Properties, and Part II, Item 7  Managements Discussion and Analysis of
Financial Condition and Results of Operations (MD&A), may be considered
forward-looking statements because the statements relate to matters which have
not yet occurred. For example, phrases such as we anticipate,
believe or expect indicate that it is possible that the event
anticipated, believed or expected may not occur. If these events do not occur, the result
which we expected also may, or may not, occur in a different manner, which may be more or
less favorable to us. We do not undertake any obligation to update these forward-looking
statements.

Any forward-looking statements
included in MD&A, or elsewhere in this report, reflect our general partners best
judgment based on known factors, but involve risks and uncertainties. Actual results could
differ materially from those anticipated in any forward-looking statements as a result of
a number of factors, including but not limited to those discussed below. Any
forward-looking information provided by us pursuant to the safe harbor established by the
Private Securities Litigation Reform Act of 1995 should be evaluated in the context of
these factors. See Part II  Item 7 for Cautionary Statements.

# PART I

# Items 1 and 2 
Business and Properties

# Development of Business

NTS-Properties VI, a Maryland limited
partnership (the Partnership), was formed in 1984. The general partner is
NTS-Properties Associates VI, a Kentucky limited partnership (the General
Partner). The general partners of the General Partner are NTS Capital Corporation
and J.D. Nichols. As of December 31, 2003, the Partnership owned the following properties
and joint venture interests listed below. As used in this Form 10-K the terms
we, us or our, as the context requires, may refer to
the Partnership or its interests in these properties and joint ventures:

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

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

| | · | Park Place Apartments Phase III, a 152-unit luxury apartment complex, located on a 15 acre
tract in Lexington, Kentucky, constructed by us.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

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

3

---

| | · | 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
us and NTS-Properties IV (NTS-Properties IV), an affiliate of our General
Partner. Our percentage interest in the joint venture was 96.03% on December 31, 2003.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | A joint venture interest in Plainview Point Office Center Phase III, an office center with
approximately 61,700 net rentable square feet located in Louisville, Kentucky, constructed
by the joint venture between us and NTS-Properties IV. Our percentage interest in the
joint venture was 95.04% on December 31, 2003.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We or the joint ventures in which we
are a partner have a fee title interest in the above properties. We believe that our
properties are adequately covered by property insurance.

As of December 31, 2003, our
properties and joint ventures were encumbered by mortgages as shown in the table below:

`Interest         Maturity                    Balance
Property                                      Rate             Date                    on 12/31/03
----------------------------------------  -------------   ---------------           -----------------
Park Place Apartments Phase I and III         7.74%         10/15/2012   (1)       $       11,004,713
Willow Lake Apartments                        7.32%         10/15/2012   (3)(4)    $        6,070,365
Golf Brook Apartments                         7.57%         05/15/2009   (2)(3)    $        6,044,431
Plainview Point Office Center Phase III       8.38%         12/01/2010   (5)       $        2,988,656
Sabal Park Apartments                         7.38%         12/05/2012   (3)(4)    $        2,043,356
Sabal Park Apartments                         6.93%         12/05/2012   (6)       $        1,958,280
Sabal Park Apartments                         7.38%         12/05/2012   (3)(4)    $        1,362,237`

|(1) | Monthly principal payments are based upon a 19-year amortization schedule. We
               expect the outstanding balance at maturity will be approximately $6,316,000.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Monthly principal payments are based upon a 12-year amortization schedule.
|--- | --------------------------------------------------------------------------

|(3) | We expect at maturity, the mortgage will have been repaid based on the current
               rate of amortization.
|--- | -------------------------------------------------------------------------------------------------------------------

|(4) | Monthly principal payments are based upon a 15-year amortization schedule.
|--- | --------------------------------------------------------------------------

|(5) | Monthly principal payments are based upon a 20-year amortization schedule. We expect the outstanding balance at
maturity will be approximately $2,243,000.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Monthly principal payments are based upon a 25-year amortization schedule. We
               expect the outstanding balance at maturity will be approximately $1,555,000.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Currently, our plans for renovations
and other major capital expenditures include tenant finish improvements at our commercial
property as required by lease negotiations, roof replacements at Willow Lake Apartments
and Park Place Apartments Phase I and playground equipment upgrades at Sabal Park
Apartments. 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, cash reserves,
and/or additional financing.

4

---

# Financial Information
About Industry Segments

We are presently engaged solely in
the business of developing, constructing, owning and operating residential apartments and
commercial real estate. See Part II, Item 8  Note 9 for information regarding these
operating segments.

# Narrative Description of
Business

General

Our current investment objectives are
consistent with our original objectives, which are to provide cash distributions from the
operation or financing of our properties, obtain long-term capital gain treatment on the
sale or refinancing of properties, provide limited partners with deferrals of federal
income taxes, and preserve limited partners capital. Proceeds of any sale or
refinancing of our properties may be distributed to limited partners, or may be used to
repay debt or to make capital improvements to properties.

The properties we currently own,
which are described in the following section, are the same as those we originally
acquired. Our properties are in a condition suitable for their intended use. We
periodically evaluate whether to retain, refinance, or sell or otherwise dispose of these
properties, with a view toward meeting the above investment objectives, including the
making of distributions. In deciding whether to sell a property, we will consider factors
such as potential capital appreciation, mortgage pre-payment penalties, market conditions,
cash flow and federal income tax considerations, including possible adverse federal income
tax consequences to the limited partners. Distributions have been suspended to fund
current and future capital improvements and debt repayment. For information on
distributions, see Part II, Item 5 of this Form 10-K. In addition, see Item 8, Note 8 and
Note 11 for information regarding our proposed merger with other affiliated entities.

# Description of Real
Property

Sabal Park Apartments

Apartments at Sabal Park include two
and three-bedroom apartments. All apartments 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 the
clubhouse, management offices, swimming pool and tennis courts.

Monthly rental rates at Sabal Park
Apartments start at $969 for two-bedroom apartments and $1,309 for three-bedroom
apartments, with additional monthly rental amounts for special features and locations.
Tenants pay all costs of heating, air conditioning, water, sewer and electricity. Most
leases are for a period of one year. Apartments 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 95% (2003), 96% (2002), 93% (2001), 98% (2000) and 99%
(1999). See Part II, Item 7 for average occupancy information.

5

---

Park Place Apartments
Phase I

Apartments at Park Place Apartments
Phase I include one and two-bedroom apartments and two-bedroom town homes. All apartments
have wall-to-wall carpeting, individually controlled heating and air conditioning,
dishwashers, ranges, refrigerators with ice makers, garbage disposals and microwave ovens.
All apartments have access to coin-operated washers and dryers and some apartments 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 and III of the Park Place Development. Park Place Apartments
Phase II is owned by NTS-Properties VII, Ltd, an affiliate of our General Partner. Park
Place Apartments Phase III is owned by us (see discussion below). 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 $699 for one-bedroom apartments, $939 for two-bedroom
apartments and $1,099 for two-bedroom town homes, with additional monthly rental amounts
for special features and locations. Tenants pay all costs of heating, air conditioning,
water, sewer and electricity. Most leases are for a period of one year. Apartments 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 82% (2003), 88% (2002),
73% (2001), 72% (2000) and 89% (1999). See Part II, Item 7 for average occupancy
information.

Park Place Apartments
Phase III

Apartments at Park Place Apartments
Phase III include one, two and three-bedroom apartments. All apartments have wall-to-wall
carpeting, individually controlled heating and air conditioning, dishwashers, ranges,
refrigerators with ice makers, garbage disposals and microwave ovens. All apartments have
access to coin-operated washers and dryers and some apartments 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 I (see discussion above) and Phase II of the Park Place Development. Park Place
Apartments Phase II is owned by NTS-Properties VII, Ltd, an affiliate of our General
Partner. The cost to construct and operate the common amenities is shared proportionately
by each phase.

Monthly rental rates at Park Place
Apartments Phase III start at $719 for one-bedroom apartments, $839 for two-bedroom
apartments and $1,199 for three-bedroom apartments, with additional monthly rental amounts
for special features and locations. Tenants pay all costs of heating, air conditioning,
water, sewer and electricity. Most leases are for a period of one year. Apartments will be
rented in some cases, however, on a shorter term basis at an additional charge. In May
2000, construction of Park Place Apartments Phase III was completed and all 152 apartment
units were available for leasing. The occupancy levels at the apartment complex as of
December 31 were 93% (2003), 97% (2002), 73% (2001) and 52% (2000). See Part II, Item 7
for average occupancy information.

6

---

Willow Lake Apartments

Apartments at Willow Lake Apartments
include one and two-bedroom apartments and two-bedroom town homes. All apartments have
wall-to-wall carpeting, individually controlled heating and air conditioning, dishwashers,
ranges, refrigerators with ice makers, garbage disposals and microwave ovens. All
apartments have access to coin-operated washers and dryers and some apartments 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 $835 for one-bedroom apartments, $1,080 for two-bedroom apartments and
$1,295 for two-bedroom town homes, with additional monthly rental amounts for special
features and locations. Tenants pay all costs of heating, air conditioning, water, sewer
and electricity. Most leases are for a period of one year. Apartments 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 79% (2003), 93% (2002), 90% (2001), 83%
(2000) and 82% (1999). See Part II, Item 7 for average occupancy information.

Golf Brook Apartments

Apartments at Golf Brook Apartments
include two and three-bedroom apartments. All apartments 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 the
clubhouse, management offices, pool and tennis courts.

Monthly rental rates at Golf Brook
Apartments start at $1,195 for two-bedroom apartments and $1,435 for three-bedroom
apartments, with additional monthly rental amounts for special features and locations.
Tenants pay all costs of heating, air conditioning, water, sewer and electricity. Most
leases are for a period of one year. Apartments 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% (2003), 88% (2002), 89% (2001), 87% (2000) and 95%
(1999). See Part II, Item 7 for average occupancy information.

Plainview Point Office
Center Phase III

As of December 31, 2003, there were
nine tenants leasing space aggregating approximately 44,800 square feet of rentable area
at Plainview Point Office Center Phase III. All leases provide for tenants to contribute
toward the payment of common area maintenance expenses, insurance and real estate taxes.
The tenants who occupy Plainview Point Office Center Phase III are professional service
oriented organizations. The principal occupations/professions practiced is insurance claim
processing and social security program management. Two tenants individually lease more
than 10% of Plainview Point Office Centers Phase IIIs rentable area. The occupancy
levels at the office center as of December 31 were 52% (2003), 51% (2002), 54% (2001), 73%
(2000) and 86% (1999). See Part II, Item 7 for average occupancy information.

7

---

The following table contains
approximate data concerning the major tenant leases in effect on December 31, 2003:

`Year of             Square Feet and % of         Current Annual Rental
Major Tenant (1):                  Expiration            Net Rentable Area              per Square Foot
--------------------------     -----------------     --------------------------   ---------------------------
               1                      2013                10,770 (17.46%)                   $22.44
               2                      2008                10,708 (17.36%)                   $16.00`

(1)    
          Major tenants are those that individually occupy 10% or more of the rentable
          square footage.

# Additional Operating Data

Additional operating data regarding
our properties and joint ventures is furnished in the following table:

`Federal Tax        Property Tax      Annual Property
                                                         Basis               Rate               Taxes
                                                   ------------------  -----------------  ------------------
Wholly-Owned Properties
Sabal Park Apartments                             $        11,690,098       .017144      $           156,896
Park Place Apartments Phase I                     $        11,758,642       .009600      $            74,346
Park Place Apartments Phase III                   $        12,977,737       .009600      $            68,694
Willow Lake Apartments                            $        16,148,247       .027948      $           350,087

Joint Venture Properties
Golf Brook Apartments                             $        16,649,293       .017144      $           257,875
Plainview Point Office Center Phase III           $         4,839,381       .010935      $            35,370`

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, 5-30 years for amenities and the applicable lease term for tenant
improvements.

# Joint Venture Investments

NTS Sabal Golf Villas
Joint Venture

On September 1, 1985, we entered into
a joint venture agreement with NTS-Properties IV, an affiliate of our General Partner, 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 joint venture will continue until dissolved. Dissolution shall occur upon,
but not before, the first to occur of the following:

| | · | the withdrawal, bankruptcy or dissolution of a partner or the execution by a partner
of an assignment for the benefit of its creditors;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------

8

---

| | · | the sale, condemnation or taking by eminent domain of all or substantially all of our
assets, other than our cash and cash-equivalent assets;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------

| | · | the vote or consent of each of the partners to dissolve the Partnership; or
| | - | ---------------------------------------------------------------------------

| | · | September 30, 2025.
| | - | -------------------

We contributed land and the cost of
constructing and leasing the apartments, valued at approximately $15,800,000.
NTS-Properties IV contributed land valued at approximately $1,900,000 with a related note
payable to a bank of approximately $1,200,000. We also contributed funds to retire the
note payable to a bank. No future contributions are anticipated as of December 31, 2003.

Golf Brook Apartments is encumbered
by a mortgage payable to an insurance company. We had originally obtained financing,
secured by Golf Brook Apartments, to fund a portion of our contribution to the joint
venture. The contribution loan has subsequently been refinanced. The current mortgage
payable of $6,044,431 is recorded as a liability by us. The mortgage payable bears
interest at a fixed rate of 7.57%, is due May 15, 2009 and is secured by the assets of
Golf Brook Apartments. Monthly principal payments are based upon a 12-year amortization
schedule. We believe that at maturity, the mortgage will have been repaid based on the
current rate of amortization.

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 for any period shall mean 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 released by the partners for
previously established reserves (referred to in clause (B) (iv) below), over (B) the sum
of (i) all cash operating expenses paid by the joint venture property during such period
in the course of business, (ii) 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 (B) (i), (ii) and (iii) above shall
only be taken into account to the extent not funded by capital contributions or paid out
of previously established reserves. Percentage Interest means that percentage
which the capital contribution of a partner bears to the aggregate capital contributions
of all the partners. Net income or loss is allocated between the partners pursuant to the
joint venture agreement.

Plainview Point III Joint
Venture

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

9

---

| | · | the withdrawal, bankruptcy or dissolution of a partner or the execution by a partner
of an assignment for the benefit of its creditors;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------

| | · | 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;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the vote or consent of each of the partners to dissolve the Partnership; or
| | - | ---------------------------------------------------------------------------

| | · | December 30, 2026.
| | - | ------------------

We contributed approximately
$4,100,000, the cost to construct and lease the building. 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. We also contributed funds to retire the $550,000 note payable to the
bank. No future contributions are anticipated as of December 31, 2003.

Plainview Point Office Center Phase
III is encumbered by a mortgage payable to an insurance company. The current mortgage
payable of $2,988,656 is recorded by us as a liability. The mortgage payable bears
interest at a fixed rate of 8.38%, is due December 1, 2010 and is secured by the assets of
Plainview Point Office Center Phase III. Monthly principal payments are based upon a
20-year amortization schedule. We expect the outstanding balance at maturity to be
approximately $2,243,000.

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 for any period shall mean 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 released by the partners for
previously established reserves (referred to in clause (B) (iv) below), over (B) the sum
of (i) all cash operating expenses paid by the joint venture property during such period
in the course of business, (ii) 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 (B) (i), (ii) and (iii) above shall
only be taken into account to the extent not funded by capital contributions or paid out
of previously established reserves. Percentage Interest means that percentage
which the capital contribution of a partner bears to the aggregate capital contributions
of all the partners. Net income or loss is allocated between the partners pursuant to the
joint venture agreement.

# Competition

Our properties are subject to
competition from similar types of properties (including, in certain areas, properties
owned or managed by affiliates of our General Partner) in the respective vicinities in
which they are located. Such competition is generally for the retention of existing
tenants at lease

10

---

expiration or for new tenants when
vacancies occur. We maintain the suitability and competitiveness of our 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, 2003, the properties under construction, or
scheduled to start construction in 2004, in the respective vicinities in which our
properties are located are as follows: In the vicinity of Golf Brook Apartments and Sabal
Park Apartments, there is one apartment community that could potentially start
construction in 2004. The apartment community is planning to construct 460 apartments, but
construction is temporarily on hold. In the vicinity of Park Place Apartments Phase I and
III, there is one community of approximately 90 apartments currently under construction.
The apartments are scheduled for completion in May 2004. This property will be marketed as
student housing. There is currently no new competition in the vicinity of Willow Lake
Apartments. At this time it is unknown the effect these new apartment units will have on
occupancy at our properties. We have not commissioned a formal market analysis of
competitive conditions in any market in which we own properties, but rely upon the market
condition knowledge of the employees of NTS Development Company who manage and supervise
leasing for each property.  See Conflict of
Interest.

# Management of Properties

NTS Development Company, an affiliate
of our General Partner, directs the management of our properties pursuant to a written
agreement (the 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,
NTS Development Company 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, NTS
Development Company received a total of $548,558 in property management fees for the year
ended December 31, 2003. $517,054 was received from the apartment communities and $31,504
was received from the commercial property. The fee is equal to 6% of gross revenues from
the commercial property and 5% of gross revenues from the apartment communities.

In addition, the Agreement requires
us to purchase all insurance relating to the managed properties, to pay the direct
out-of-pocket expenses of NTS Development Company in connection with our operations,
including the cost of goods and materials used for and on our behalf, and to reimburse NTS
Development Company for the salaries, commissions, fringe benefits and related employment
expenses of personnel.

The term of the Agreement between NTS
Development Company and us was initially for five years, and renewed thereafter for
succeeding one-year periods, until cancelled. The Agreement is subject to cancellation by
either party upon 60-days written notice. As of December 31, 2003, the Agreement is still
in effect.

11

---

# Working Capital Practices

Information about our working capital
practices is included in Managements Discussion and Analysis of Financial Condition
and Results of Operations in Part II, Item 7.

# Seasonal Operations

We do not consider our operations to
be seasonal to any material degree.

# Conflict of Interest

Principals of the General Partner or its
affiliates own or operate real estate properties that compete, directly or indirectly,
with properties owned by us. Because we were organized by, and are operated by the General
Partner, conflicts arising from our competition with properties owned by affiliated
partnerships are not resolved through arms-length negotiations, but through the exercise
of the General Partners judgment consistent with its fiduciary responsibility to the
limited partners and our 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 our affairs. A provision has been made in our Partnership
Agreement that the General Partner will not be liable to us except for acts or omissions
performed or omitted fraudulently, in bad faith or with negligence. The Partnership
Agreement provides for indemnification of the General Partner by us for liability
resulting from errors in judgment or certain acts or omissions. The General Partner and
its affiliates have the right to compete with our properties including the right to
develop competing properties now and in the future, in addition to the existing properties
which may compete directly or indirectly.

NTS Development Company, an affiliate
of our General Partner, acts in a similar capacity for other affiliated entities in the
same geographic region where we have property interests. As a result of the affiliation
between NTS Development Company and our General Partner, there is a conflict of interest
between our General Partners duty to the limited partners and its incentive to cause
us to retain our properties because of the payment of fees to NTS Development Company. We
believe the agreement with NTS Development Company is on terms no less favorable to us
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.

# Employees

We have no employees. Under the terms
of the property management agreement with NTS Development Company, NTS Development Company
makes its employees available to perform services for us. In addition to the property
management fees that we pay to NTS Development Company, we reimburse this affiliate for
the actual costs of providing such services. See Part II, Item 8  Note 7 and Part
III, Item 13 for further discussions of related party transactions.

12

---

# Website Information

Our website address is
www.ntsdevelopment.com. Our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act are available and may be
accessed free of charge through the About NTS section of our website as soon
as reasonably practicable after we electronically file such material with, or furnish it
to, the SEC. Our website and the information contained therein or connected thereto are
not intended to be incorporated into this Annual Report on Form 10-K.

# Item 3  Legal
Proceedings

On November 17, 2003, the
Plaintiff/Counterclaim Defendant, Elder Construction & Associates, Inc., and the
Defendants/Counterclaim Plaintiffs, NTS Development Company, NTS-Properties VI, a Maryland
limited partnership, NTS-Properties Associates VI, and NTS Capital Corporation, entered
into a Settlement and Mutual Release Agreement with respect to the lawsuit. NTS paid
$120,000 to Elder in exchange for the release of Elders claim. An Agreed Order
Dismissing as Settled and Release of Bonds was signed by the Judge on November 21, 2003.

On December 12, 2001, three
individuals filed an action in the Superior Court of the State of California for the
County of Contra Costa originally captioned Buchanan et al. v. NTS-Properties
Associates et al. (Case No. C 01-05090) against our general partner, the general
partners of four public partnerships affiliated with us and several individuals and
entities affiliated with us. The action purports to bring claims on behalf of a class of
limited partners. These claims are based on, among other things, tender offers made by the
public partnerships and an affiliate of our general partner, as well as the operation of
the partnerships by the general partners. The plaintiffs allege, among other things, that
the prices at which limited partnership interests were purchased in these tender offers
were too low. The plaintiffs are seeking monetary damages and equitable relief, including
an order directing the disposition of the properties owned by the public partnerships and
the distribution of the proceeds. No amounts have been accrued as a liability for this
action in our consolidated financial statements. Under an indemnification agreement with
our general partner, we are responsible for the costs of defending any such action.

On February 27, 2003, two individuals
filed a class and derivative action in the Circuit Court of Jefferson County, Kentucky
captioned Bohm et al. v. J.D. Nichols et al. (Case No. 03-CI-01740) against our
general partner, the general partners of three public partnerships affiliated with us and
several individuals and entities affiliated with us. On March 21, 2003, the complaint was
amended to include the general partner of a public partnership affiliated with us and the
general partner of a partnership that was affiliated with us but is no longer in
existence. In the amended complaint, the plaintiffs purport to bring claims on behalf of a
class of limited partners and derivatively on behalf of us and affiliated public
partnerships based on alleged overpayments of fees, prohibited investments, improper
failures to make distributions, purchases of limited partnership interests at insufficient
prices and other violations of the limited partnership agreements. The plaintiffs are

13

---

seeking, among other things,
compensatory and punitive damages in an unspecified amount, an accounting, the appointment
of a receiver or liquidating trustee, the entry of an order of dissolution against the
public partnerships, a declaratory judgment and injunctive relief. No amounts have been
accrued as a liability for this action in our financial statements. Our general partner
believes that this action is without merit, and is vigorously defending it. On March 2,
2004, we, along with all defendants, filed a Motion to Dismiss the Bohm litigation.
That Motion is currently pending before the court.

On June 20, 2003, our general
partner, along with the general partners of four public partnerships affiliated with us,
reached an agreement in principle (the Settlement Agreement) with
representatives of the class of plaintiffs to settle the Buchanan action. This
settlement is subject to, among other things, preparing and executing a settlement
agreement to be presented to the court for preliminary and final approval. The proposed
settlement would include releases for all of the parties for all of the claims asserted in
the Buchanan litigation and the Bohm litigation. As part of the proposed
settlement, the general partners have agreed, among other things, to pursue a merger of
the partnerships along with other real estate entities affiliated with the general
partners into a newly-formed entity. For more information on the merger, see Item 7,
Proposed Merger.

On February 26, 2004, the Superior
Court of the State of California for the County of Contra Costa preliminarily approved the
settlement as set forth in the Stipulation and Agreement of Settlement jointly filed by
the general partners (the General Partners) of NTS-Properties III,
NTS-Properties IV, NTS-Properties V, NTS-Properties VI and NTS-Properties VII, Ltd. (the
Partnerships), along with certain of their affiliates, with the class of
plaintiffs in the action originally captioned Buchanan et al. v. NTS-Properties
Associates et al. (Case No. C 01-05090) on December 5, 2003. The Superior Courts
order, which sets forth its preliminary determination that the Stipulation and Agreement
of Settlement is within the range of reasonableness, and is fair, just and adequate to the
class of plaintiffs, is filed as an attachment to our Form 8-K filed on March 1, 2004. The
Superior Court has scheduled a hearing (the Final Hearing) on May 6, 2004, to
finally determine, among other things, whether: (1) the Stipulation and Agreement of
Settlement is fair, reasonable and adequate, and in the best interests of the class of
plaintiffs, and (2) the Buchanan litigation should be dismissed with prejudice and
on the merits in accordance with the Stipulation and Agreement of Settlement.

At the Final Hearing, any member of
the class of plaintiffs may appear personally or through his or her counsel to object to
the final approval of the Stipulation and Agreement of Settlement, the entry of a final
judgment dismissing with prejudice the Buchanan litigation or the application for
an award of attorneys fees and expenses to the counsel for the class of plaintiffs.
To do so, a class member must file the following with the Superior Court and the attorneys
for the class of plaintiffs and the General Partners and other defendants at least
fourteen days prior to the Final Hearing: (1) a notice of the class members
intention to appear at the Final Hearing, (2) a detailed statement of the class
members specific objections and (3) the grounds for the objections and any documents
that the class member desires the Superior Court to consider.

14

---

Pending the entry by the Superior
Court of a final judgment and order dismissing the Buchananlitigation with
prejudice, all members of the class of plaintiffs are barred and enjoined from: (1)
transferring, selling, assigning or otherwise disposing of any limited partner units of
the Partnerships, (2) granting a proxy to object to the merger of the Partnerships into
NTS Realty Holdings Limited Partnership (NTS Realty) as contemplated by the
joint consent solicitation statement/prospectus that NTS Realty filed with the Securities
and Exchange Commission or (3) commencing a tender offer for the limited partner units of
the Partnerships.

For the year ended December 31, 2003,
our share of the legal costs for theBuchanan and Bohmlitigations was
approximately $204,000, which was included in our professional and administrative
expenses.

We do not believe there is any other
litigation threatened against us other than routine litigation arising out of the ordinary
course of business, some of which is expected to be covered by insurance, none of which is
expected to have a material effect on our consolidated financial position or results of
operations except as discussed herein.

# Item 4  Submission
of Matters to a Vote of Security Holders

None.

15

---

# 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. We had 2,059
limited partners as of January 31, 2004. Cash distributions and allocations of income
(loss) are made as described in Item 8  Note 1D.

No distributions were paid during
2003, 2002 or 2001. 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 have been indefinitely
suspended to fund current and future capital improvements and debt repayment. Our ability
to pay distributions is dependent upon, among other things, our ability to refinance
properties on favorable terms.

16

---

# Item 6  Selected
Financial Data

Years ended December 31:

`2003             2002              2001             2000              1999
                              --------------   ---------------  ----------------  ---------------  ----------------
Total revenues               $    10,839,806  $     10,610,589 $      10,959,423 $     10,433,067 $       9,693,133

Operating income             $     1,013,251  $      1,232,616 $       1,444,827 $      1,754,054 $       2,090,845

Minority interest            $        35,228  $         37,145 $          41,316 $         42,216 $          42,995

Net loss                     $    (1,507,305) $     (1,366,534)$      (1,321,621)$       (862,023)$        (187,157)

Net loss allocated to:
    General Partner          $       (15,073) $        (13,665)$         (13,216)$         (8,620)$          (1,872)
    Limited partners         $    (1,492,232) $     (1,352,869)$      (1,308,405)$       (853,403)$        (185,285)

Net loss per limited
  partnership interest       $        (38.37) $         (34.79)$          (33.57)$         (21.85)$          (4.66)

Weighted average number
  of limited partnership
  interests                           38,889            38,889            38,974           39,053            39,751

Cumulative net loss
  allocated to:
    General Partner          $      (122,734) $       (107,661)$         (93,996)$        (80,780)$         (72,160)
    Limited partners         $   (16,941,339) $    (15,449,107)$     (14,096,238)$    (12,787,833)$     (11,934,430)

Cumulative taxable income
  (loss) allocated to:
    General Partner          $       107,640  $        108,016 $         105,373 $        110,406 $         111,613
    Limited partners         $   (20,047,376) $    (18,784,373)$     (17,550,296)$    (16,097,799)$     (15,165,626)

Distributions declared:
  General Partner            $            --  $             -- $              -- $             -- $           4,005
  Limited partners           $            --  $             -- $              -- $             -- $         396,514

Cumulative distributions
  declared:
    General Partner          $       121,277  $        121,277 $         121,277 $        121,277 $         121,277
    Limited partners         $    12,006,384  $     12,006,384 $      12,006,384 $     12,006,384 $      12,006,384

At year end:
  Cash and equivalents       $       125,342  $      1,058,814 $          60,167 $         47,683 $             909
  Land, buildings and
   amenities, net            $    40,446,437  $     42,445,109 $      44,986,348 $     47,498,726 $      47,739,483

Total assets                 $    42,153,523  $     44,998,108 $      46,496,128 $     49,077,535 $      49,231,418

Mortgages and notes
  payable                    $    31,872,038  $     33,536,428 $      33,474,382 $     35,149,376 $      33,312,443`

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

17

---

The Emerging Issues Tasks Force
(EITF) of the Financial Accounting Standards Board (FASB) reached
a consensus on Issue No. 00-1, Applicability of the Pro Rata Method of Consolidation
to Investments in Certain Partnerships and Other Unincorporated Joint Ventures. The
EITF reached a consensus that a proportionate gross financial statement presentation
(referred to as proportionate consolidation in the Notes to Consolidated
Financial Statements) is not appropriate for an investment in an unincorporated legal
entity accounted for by the equity method of accounting, unless the investee is in either
the construction industry or an extractive industry where there is a longstanding practice
of its use.

The consensus is applicable to
financial statements for annual periods ending after June 15, 2000. We have applied the
consensus to all comparative financial statements, restating them to conform with the
consensus for all periods presented. The application of this consensus did not result in a
restatement of previously reported partners equity or results of operations, but did
result in a recharacterization or reclassification of certain financial statements
captions and amounts. The affected data in the table above has been restated to provide
comparable information for all periods presented.

# Item 7 
Managements Discussion and Analysis of Financial Condition and Results ofOperations

Managements Discussion and
Analysis of Financial Condition and Results of Operations (MD&A) should be
read in conjunction with the Consolidated Financial Statements in Item 8 and the
cautionary statements below.

# Critical Accounting
Policies

General

A critical accounting policy is one
that would materially effect our operations or financial condition, and requires
management to make estimates or judgments in certain circumstances. These judgments often
result from the need to make estimates about the effect of matters that are inherently
uncertain. Critical accounting policies discussed in this section are not to be confused
with accounting principles and methods disclosed in accordance with accounting principles
generally accepted in the United States (GAAP). GAAP requires information in
financial statements about accounting principles, methods used and disclosures pertaining
to significant estimates. The following disclosure discusses judgments known to management
pertaining to trends, events or uncertainties known which were taken into consideration
upon the application of those policies and the likelihood that materially different
amounts would be reported upon taking into consideration different conditions and
assumptions.

18

---

Impairment and Valuation

Statement of Financial Accounting
Standards (SFAS) No. 144 Accounting for the Impairment or Disposal of
Long-Lived Assets, specifies circumstances in which certain long-lived assets must
be reviewed for impairment. If the carrying amount of an asset exceeds the sum of its
expected future cash flows, the assets carrying value must be written down to fair
value. In determining the value of an investment property and whether the investment
property is impaired, management considers several factors such as projected rental and
vacancy rates, property operating expenses, capital expenditures and interest rates. The
capitalization rate used to determine property valuation is based on the market in which
the investment property is located, length of leases, tenant financial strength, the
economy in general, demographics, environment, property location, visibility, age and
physical condition among others. All of these factors are considered by management in
determining the value of any particular investment property. The value of any particular
investment property is sensitive to the actual results of any of these factors, either
individually or taken as a whole. If the actual results differ from managements
judgment, the valuation could be negatively or positively affected.

Recognition of Rental
Income

Our apartment communities have
operating leases with apartment residents with terms generally of twelve months or less.
We recognize rental revenue related to these leases on an accrual basis when due from
residents. In accordance with our standard lease terms, rental payments are generally due
on a monthly basis.

Our commercial property leases are
accounted for as operating leases. We accrue minimum rents on a straight-line basis over
the terms of their respective leases. We structure our leases to allow us to recover a
significant portion of our property operating, real estate taxes and repairs and
maintenance expenses from our commercial tenants. Property operating expenses typically
include utility, insurance, security, janitorial, landscaping and other administrative
expenses. We accrue reimbursements from tenants for recoverable portions of all these
expenses as revenue in the period the applicable expenditures are incurred. We also
receive estimated payments for these reimbursements from substantially all our tenants
throughout the year. We do this to reduce the risk of loss on uncollectible accounts once
we perform the final year-end billings for recoverable expenditures. We recognize the
difference between estimated recoveries and the final billed amounts in the subsequent
year and we believe these differences were not material in any period presented.

Under GAAP, we are required to
recognize rental income based on the effective monthly rent for each lease. The effective
monthly rent is equal to the average monthly rent during the term of the lease, not the
stated rent for any particular month. The process, known as straight-lining or
stepping rent generally has the effect of increasing rental revenues during
the early phases of a lease and decreasing rental revenues in the latter phases of a
lease. Due to the impact of straight- lining, rental income exceeded the cash
collected for rent by approximately $100 and $1,300, for the years ended December 31, 2003
and 2001, respectively, and cash collected for rent exceeded rental income by
approximately $4,400 for the year ended December 31, 2002. If rental income

19

---

calculated on a straight-line basis
exceeds the cash rent due under the lease, the difference is recorded as an increase in
deferred rent receivable and included as a component of accounts receivable on the
relevant balance sheet. If the cash rent due under the lease exceeds rental income
calculated on a straight-line basis, the difference is recorded as a decrease in deferred
rent receivable and is recorded as a decrease of accounts receivable on the relevant
balance sheet. We defer recognition of contingent rental income, such as percentage or
excess rent, until the specified target that triggers the contingent rental income is
achieved. We periodically review the collectability of outstanding receivables. Allowances
are generally taken for tenants with outstanding balances due for a period greater than
ninety days and tenants with outstanding balances due for a period less than ninety days
but that we believe are potentially uncollectible.

Recognition of Lease
Termination Income

We recognize lease termination income
upon receipt of the income. We accrue lease termination income if there is a signed
termination agreement, all of the conditions of the agreement have been met and the tenant
is no longer occupying the property.

Cost Capitalization and
Depreciation Policies

We review all expenditures and
capitalize any item exceeding $1,000 deemed to be an upgrade or a tenant improvement with
an expected useful life greater than one year. Land, building and amenities are stated at
cost. Depreciation expense is computed using the straight-line method over the estimated
useful lives of the assets. Buildings and improvements have estimated useful lives between
5  30 years, land improvements have estimated useful lives of between 5  30
years, and amenities have estimated useful lives between 5  30 years.

Consolidation of Variable
Interest Entities

In January 2003, the FASB issued
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest
Entities, an interpretation of ARB 51. The primary objectives of this interpretation
are to provide guidance on the identification of entities for which control is achieved
through means other than through voting rights (variable interest entities)
and how to determine when and which business enterprise (the primary
beneficiary) should consolidate the variable interest entity. This new model for
consolidation applies to an entity which either (i) the equity investors (if any) do not
have a controlling financial interest; or (ii) the equity investment at risk is
insufficient to finance that entitys activities without receiving additional
subordinated financial support from other parties. In addition, FIN 46 requires that the
primary interest entity, make additional disclosures. Certain disclosure requirements of
FIN 46 were effective for financial statements issued after January 31, 2003.

20

---

In December 2003, the FASB issued FIN
No. 46 (Revised December 2003), Consolidation of Variable Interest
Entities (FIN 46-R) to address certain FIN 46 implementation issues.
The effective dates and impact of FIN 46 and FIN 46-R are as follows:

| | (i) | Special purpose entities (SPEs) created prior to February 1,
               2003. We must apply either the provisions of FIN 46 or early adopt the
               provisions of FIN 46-R at the end of the first interim or annual reporting
               period ending after December 15, 2003.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | Non-SPEs created prior to February 1, 2003. We are required to adopt FIN
               46-R at the end of the first interim or annual reporting period ending after
               March 15, 2004.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | All entities, regardless of whether a SPE, that were created subsequent to
               January 31, 2003. The provisions of FIN 46 were applicable for
               variable interests in entities obtained after January 31, 2003. We are required
               to adopt FIN 46-R at the end of the first interim or annual reporting period
               ending after March 15, 2004.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The adoption of the provisions
applicable to FIN 46 did not have any impact on our financial statements.

Minority Interest

In May 2003, the FASB issued
Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity (SFAS 150). SFAS 150 establishes standards for classifying and
measuring as liabilities certain financial instruments that embody obligations of the
issuer and have characteristics of both liabilities and equity. SFAS 150 was effective for
all financial instruments created or modified after May 31, 2003, and otherwise was
effective at the beginning of the first interim period beginning after June 15, 2003. On
November 7, 2003, FASB Staff Position No. FAS 150-3 was issued, which deferred for an
indefinite period the classification and measurement provisions, but not the disclosure
provisions of SFAS 150.

We consolidate certain properties
that are also owned by affiliated parties that have noncontrolling interests. In certain
cases, the applicable joint venture agreement provides for a contractual termination date
of the agreement based on certain specified events. SFAS 150 describes this type of
arrangement as a limited-life subsidiary. SFAS 150 requires the disclosure of
the estimated settlement value of these noncontrolling interests. As of December 31, 2003,
the estimated settlement value of these noncontrolling interests is approximately
$555,000. This settlement value is based on estimated third party consideration paid to
the joint venture upon disposition of each property and is net of all other assets and
liabilities including any yield maintenance that would have been due on that date had the
mortgages encumbering the properties been prepaid on December 31, 2003. Due to the
inherent risks and uncertainties related to the operations and sale of real estate assets,
among other things, the amount of any potential distribution to the noncontrolling
interests is likely to change.

21

---

# Results of Operations
for 2003, 2002 and 2001

The following table includes our
selected summarized operating data for the years ended December 31, 2003, 2002 and 2001.
This data is presented to provide assistance in identifying trends in our operating
results and other factors affecting our business. This data should be read in conjunction
with our financial statements, including the notes thereto, in Part II, Item 8 of this
report.

The following table of segment data
is provided:

`2003
                                            -----------------------------------------------------------------------
                                                 Residential       Commercial       Partnership         Total
                                            -----------------------------------------------------------------------
Net revenues                                  $     10,326,587 $         513,219 $             -- $      10,839,806
Operating expenses and operating expenses
  - affiliated                                       4,144,729           297,616               --         4,442,345
Depreciation and amortization                        2,324,165           206,505           89,466         2,620,136
Interest expense                                       867,225                --        1,646,668         2,513,893
Net income (loss)                                    1,390,266           (57,306)      (2,840,265)       (1,507,305)`

`2002
                                            -----------------------------------------------------------------------
                                                 Residential       Commercial       Partnership         Total
                                            -----------------------------------------------------------------------
Net revenues                                  $      9,999,631 $         610,958 $             -- $      10,610,589
Operating expenses and operating expenses
  - affiliated                                       4,139,268           338,074               --         4,477,342
Depreciation and amortization                        2,527,785           183,967           89,466         2,801,218
Interest expense                                       840,145                --        1,738,038         2,578,183
Net income (loss)                                    1,131,128            29,117       (2,526,779)       (1,366,534)`

`2001
                                            -----------------------------------------------------------------------
                                                 Residential       Commercial       Partnership         Total
                                            -----------------------------------------------------------------------
Net revenues                                  $     10,102,931 $         856,492 $             -- $      10,959,423
Operating expenses and operating expenses
  - affiliated                                       4,294,594           393,742            8,403         4,696,739
Depreciation and amortization                        2,422,606           195,055           89,466         2,707,127
Interest expense                                       828,955                --        1,827,251         2,656,206
Net income (loss)                                    1,021,031           182,643       (2,525,295)       (1,321,621)`

During the year ended December 31,
2003, our continuing net losses have been negatively impacted by the expense related to
our ongoing litigation. Net revenues have increased due to increased average occupancy at
the apartment communities, with the exception of commercial revenues, which have been
negatively affected by the recent decrease in occupancy at Plainview Point III Office
Center, where we have not been successful in renewing several tenants expired
leases. We continue our leasing efforts by seeking new tenants for this property.
Operating expenses and operating expenses  affiliated have remained relatively
stable. Interest expense continues to decline as our debt balances are reduced by normal
recurring principal reductions.

22

---

Rental income and tenant
reimbursements generated by our properties and joint ventures for the years ended December
31 were as follows:

`2003            2002           2001
                                                       -------------   -------------  -------------
Wholly-Owned Properties
Sabal Park Apartments (1)                             $    1,902,491  $    1,881,597 $    1,947,501
Park Place Apartments Phase I (1)                     $    1,726,943  $    1,480,563 $    1,514,766
Willow Lake Apartments (1)                            $    2,190,889  $    2,365,523 $    2,555,725
Park Place Apartments Phase III (1)                   $    1,511,890  $    1,311,185 $    1,154,341

Joint Venture Properties
(Ownership % on December 31, 2003)
Golf Brook Apartments (96.03%) (1)                    $    2,994,374  $    2,960,763 $    2,930,598
Plainview Point Office Center Phase III (95.04%)      $      513,219  $      610,958 $      856,492`

|(1) | We believe the changes in rental income and tenant reimbursements from year to
               year are temporary effects of each propertys specific mix of lease
               maturities and is not indicative of any known trend.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The occupancy levels at our
properties and joint ventures as of December 31 were as follows:

`2003          2002           2001
                                                       ------------  -------------  ------------
Wholly-Owned Properties
Sabal Park Apartments (2)                                  95%            96%           93%
Park Place Apartments Phase I (2)                          82%            88%           73%
Willow Lake Apartments (2)                                 79%            93%           90%
Park Place Apartments Phase III (2)                        93%            97%           73%

Joint Venture Properties
(Ownership % on December 31, 2003)
Golf Brook Apartments (96.03%) (2)                         93%            88%           89%
Plainview Point Office Center Phase III (95.04%)           52%            51%           54%`

|(2) | We believe the changes in occupancy on December 31 from year to year are
               temporary effects of each propertys specific mix of lease maturities and
               is not indicative of any known trend.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The average occupancy levels at our
properties and joint ventures for the years ended December 31 were as follows:

`2003          2002            2001
                                                       ------------  -------------   ------------
Wholly-Owned Properties
Sabal Park Apartments (3)                                  93%            93%            94%
Park Place Apartments Phase I (3)                          88%            79%            78%
Willow Lake Apartments (3)                                 85%            88%            95%
Park Place Apartments Phase III (3)                        93%            83%            67%

Joint Venture Properties
(Ownership % on December 31, 2003)
Golf Brook Apartments (96.03%) (3)                         93%            91%            90%
Plainview Point Office Center Phase III (95.04%)           50%            55%            90%`

|(3) | We believe the changes in average occupancy from year to year are temporary
               effects of each propertys specific mix of lease maturities and is not
               indicative of any known trend.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

---

In an effort to continue to improve
occupancy at our apartment communities, we have an on-site leasing staff, who are
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 apartments, and negotiates lease renewals with current residents.

The leasing and renewal negotiations
for our commercial property are handled by leasing agents, who are employees of NTS
Development Company, located in Louisville, Kentucky. The leasing agents 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.

The following discussion relating to
changes in our results of operations includes only material line items within our
Statements of Operations or line items for which there was a material change between the
years ending December 31, 2003, 2002 and 2001.

Rental Income and Tenant
Reimbursements

Rental income and tenant
reimbursements for the years ended December 31, 2003 and 2002 was approximately
$10,840,000 and $10,611,000, respectively. The increase of approximately $229,000, or 2%,
is not a significant change. There were no offsetting material changes.

Rental income and tenant
reimbursements for the years ended December 31, 2002 and 2001 was approximately
$10,611,000 and $10,959,000, respectively. The decrease of approximately $348,000, or 3%,
is not a significant change. There were no offsetting material changes.

Operating Expenses and
Operating Expenses  Affiliated

Operating expenses for the years
ended December 31, 2003 and 2002 were approximately $2,941,000 and $2,883,000,
respectively. The increase of approximately $58,000, or 2%, is not a significant change.
There were no offsetting material changes.

Operating expenses for the years
ended December 31, 2002 and 2001 were approximately $2,883,000 and $3,046,000,
respectively. The decrease of approximately $163,000, or 5%, is not a significant change.
There were no offsetting material changes.

Operating expenses  affiliated
for the years ended December 31, 2003 and 2002 were approximately $1,501,000 and
$1,595,000, respectively. The decrease of approximately $94,000, or 6%, is not a
significant change. There were no offsetting material changes.

Operating expenses  affiliated
for the years ended December 31, 2002 and 2001 were approximately $1,595,000 and
$1,651,000, respectively. The decrease of approximately $56,000, or 3%, is not a
significant change. There were no offsetting material changes.

24

---

Operating expenses  affiliated
are for the services performed by employees of NTS Development Company, an affiliate of
our General Partner. These employee services include property management, leasing,
maintenance, security and other services necessary to manage and operate our business.

Real Estate Taxes

Real estate taxes for the years ended
December 31, 2003, 2002 and 2001 were $1,057,000, $883,000 and $980,000, respectively. The
increase of $174,000, or 20%, in 2003 is primarily due to increased tax assessments at
Willow Lake Apartments and at Plainview Point Office Center Phase III, partially offset by
a decreased tax assessment at Park Place Apartments Phase I. The decrease of $97,000, or
10%, in 2002 is primarily due to decreased tax assessments at Park Place Apartments Phase
III.

Professional and
Administrative Expenses and Professional and Administrative Expenses Affiliated

Professional and administrative
expenses for the years ended December 31, 2003 and 2002 were $763,000 and $279,000,
respectively. The increase of $484,000, or 173%, is primarily the result of increased
legal and professional fees related to our proposed merger and litigation filed by limited
partners. See Part II, Item 8  Note 8 and Note 11 for information regarding our
proposed merger and litigation filed by limited partners.

Professional and administrative
expenses for the years ended December 31, 2002 and 2001 were approximately $279,000 and
$161,000, respectively. The increase of $118,000, or 73%, is primarily the result of
increased legal and professional fees related to litigation filed by limited partners.

Professional and administrative
expenses  affiliated for the years ended December 31, 2003 and 2002 were
approximately $395,000 and $390,000, respectively. The increase of approximately $5,000,
or 1%, is not a significant change. There were no offsetting material changes.

Professional and administrative
expenses  affiliated for the years ended December 31, 2002 and 2001 were
approximately $390,000 and $408,000, respectively. The decrease of approximately $18,000,
or 4%, is not a significant change. There were no offsetting material changes.

Professional and administrative
expenses  affiliated are for the services performed by employees of NTS Development
Company, an affiliate of our General Partner. These employee services include legal,
financial and other services necessary to manage and operate our business.

Depreciation and
Amortization Expense

Depreciation and amortization expense
for the years ended December 31, 2003 and 2002 was approximately $2,620,000 and
$2,801,000, respectively. The decrease of approximately $181,000, or 6%, is not a
significant change. There were no offsetting material changes.

25

---

Depreciation and amortization expense
for the years ended December 31, 2002 and 2001 was approximately $2,801,000 and
$2,707,000, respectively. The increase of approximately $94,000, or 3%, is not a
significant change. There were no offsetting material changes.

Interest Expense

Interest expense for the years ended
December 31, 2003 and 2002 was approximately $2,514,000 and $2,578,000, respectively. The
decrease of approximately $64,000, or 2%, is not a significant change. There were no
offsetting material changes.

Interest expense for the years ended
December 31, 2002 and 2001 was approximately $2,578,000 and $2,656,000, respectively. The
decrease of approximately $78,000, or 3%, is not a significant change. There were no
offsetting material changes.

# Liquidity and Capital
Resources

The majority of our cash flow is
typically derived from operating activities. Cash flows used in investing activities are
for tenant finish improvements and other capital improvements at our properties. The
tenant finish improvements and other capital additions were funded by cash flow from
operations and from debt financing. Cash flows used in financing activities consist of
principal payments on mortgages and notes payable, repurchase of limited partnership
Interests and payment of loan costs. Cash flows provided by financing activities represent
proceeds from mortgage loans and a note payable. We do not expect any material changes in
the mix and relative cost of capital resources from those in 2003.

The following table illustrates our
cash flows provided by or used in operating activities, investing activities and financing
activities:

`2003           2002           2001
                                                       --------------  -------------  -------------
Operating activities                                  $     1,518,719 $    1,310,961 $    2,085,569
Investing activities                                         (787,801)      (317,172)      (355,241)
Financing activities                                       (1,664,390)         4,858     (1,717,844)
                                                       --------------  -------------  -------------

     Net (decrease) increase in cash and equivalents  $      (933,472)$      998,647 $       12,484
                                                       ==============  =============  =============`

Net cash provided by operating
activities increased from approximately $1,311,000 for the year ended December 31, 2002 to
approximately $1,519,000 for the year ended December 31, 2003. The increase is primarily
driven by the increase in accounts payable  affiliate due to NTS Development Company
as reimbursement of salary and overhead costs.

Net cash provided by operating
activities decreased from approximately $2,086,000 for the year ended December 31, 2001 to
approximately $1,311,000 for the year ended December 31, 2002. The decrease is primarily
driven by the decrease in accounts payable where cash was used to settle amounts due to
our vendors.

26

---

Net cash used in investing activities
increased from approximately $317,000 for the year ended December 31, 2002 to
approximately $788,000 for the year ended December 31, 2003. The increase was primarily
due to increased capital expenditures for a clubhouse renovation, a paving project and
roof replacements at Willow Lake Apartments and tenant finish at Plainview Office Center
Phase III. Cash used in investing activities for the years ended December 31, 2002 and
2001 was primarily for capital expenditures at our apartment communities and cash
distributed to minority interest owners of our joint ventures.

Net cash provided by financing
activities was approximately $5,000 for the year ended December 31, 2002. For the year
ended December 31, 2003, we used approximately $1,664,000 in net cash for financing
activities. The increase in net cash used was primarily due to the fact that $2,000,000 in
loan proceeds was received in 2002 while only $400,000 in loans proceeds was received in
2003. These loan proceeds were used for capital improvements and working capital. The
increase is also the result of an increase in principal payments made on mortgages
payable.

For the year ended December 31, 2001,
we used approximately $1,718,000 in net cash for financing activities. Net cash provided
by financing activities was approximately $5,000 for the year ended December 31, 2002. The
decrease in net cash used was primarily due to the fact that $2,000,000 in loan proceeds
from a mortgage loan on Sabal Park Apartments was received in 2002.

See Part II, Item 8  Financial
Statements and Supplementary Data, Note 5  Mortgages and Notes Payable, for details
regarding our material indebtedness.

Due to the fact that no distributions
were made during 2003, 2002 or 2001, the table which presents that portion of the
distributions that represents a return of capital based on GAAP has been omitted.

Future Liquidity

Our future liquidity depends
significantly on our properties occupancy remaining at a level which provides for
debt payments and adequate working capital, currently and in the future. If occupancy were
to fall below that level and remain at or below that level for a significant period of
time, our ability to make payments due under our debt agreements and to continue paying
daily operational costs would be greatly impaired. In addition, we may be required to
obtain financing in connection with the capital improvements and leasing costs described
below.

NTS Development Company has agreed to
defer, until March 31, 2005, amounts owed to them by us as of December 31, 2003 and those
amounts accruing from January 1, 2004 through March 31, 2005, other than as permitted by
our cash flows. There can be no assurances that NTS Development Company will continue to
defer amounts due them past March 31, 2005. If these amounts are not deferred, such action
could have a material adverse effect on our liquidity and financial condition. Payment of
such deferred amounts would be dependent upon available operating cash flow or funding
from potential third-party resources in the form of loans or advances.

27

---

The primary source of future
liquidity is expected to be cash from operations. It is anticipated that the cash flow
from operations will be sufficient to meet our day to day working capital needs. Cash
reserves (which are unrestricted cash and equivalents and investment securities as shown
on our balance sheet) were $125,342, $1,058,814 and $60,167, on December 31, 2003, 2002
and 2001, respectively.

On March 21, 2000, we notified our
limited partners that we would be suspending distributions starting January 1, 2000. The
suspension is necessary due to significant capital improvements essential to maintaining
the buildings and facilities owned by us at Willow Lake Apartments, Park Place Apartments
Phase I and III, Sabal Park Apartments, Golf Brook Apartments and Plainview Point Office
Center Phase III. Our cash position will be evaluated on an ongoing basis to determine
when resumption of distributions is appropriate.

The demand on future liquidity is
anticipated to increase as a result of the replacement of the roofs at both Willow Lake
Apartments (26 buildings) and Park Place Apartments Phase I (23 buildings) all of which
were installed using shingles produced by a single manufacturer. The shingles appear to
contain defects which may cause roofs to fail. As the shingle manufacturer has declared
bankruptcy, we do not expect to be able to recover any of the costs of the roof
replacements in the event of any such failures. We do not have sufficient working capital
to make all of the roof replacements at one time. As of December 31, 2003, five buildings
at Willow Lake Apartments have had roofs replaced while no roofs have been replaced at
Park Place Apartments Phase I. The total cost of replacing all of the remaining roofs is
estimated to be $880,000 ($20,000 per building).

The demand on future liquidity is
also anticipated to increase as we continue our efforts in the leasing of Plainview Point
Office Center Phase III. One tenant which occupied 16,895 square feet, or 27%, of the
building, vacated its space on November 30, 2001. As a result of this vacancy, there will
likely be a protracted period extending beyond 2004 for the property to become fully
leased again. As of December 31, 2003 we have a commitment from a tenant to lease
approximately 11,000 square feet of Plainview Point Office Center Phase III. The lease
agreement calls for tenant finish, estimated to cost approximately $395,000. The tenant
finish cost will be funded by loan proceeds from a note payable obtained October 1, 2003
and cash reserves. Through December 31, 2003, approximately $122,000 of the tenant finish
cost has been incurred. It is estimated that an additional $54,000 will be needed for
tenant finish costs in order to return the building to full occupancy.

The demands on liquidity as discussed
above will be managed by our general partner using cash provided by operations, cash
reserves, deferral of amounts owed to NTS Development Company, and existing or additional
financing secured by our properties. Typically, these capital improvements and leasing
costs require use of existing financing or additional financing. There can be no guarantee
that such funds will be available at which time our general partner will manage the demand
on liquidity according to our best interest.

28

---

Leases at Plainview Point Office
Center Phase III provide for tenants to contribute toward the payment of common area
maintenance expenses, insurance, utilities and real estate taxes. These lease provisions,
along with the fact that residential leases are generally for a period of one year, should
protect our operations from the impact of inflation and changing prices.

We had no other material commitments
for renovations or capital expenditures as of December 31, 2003.

# Proposed Merger

As part of the Settlement Agreement, our
general partner and the general partners of the four public partnerships affiliated with
us, have agreed to pursue a merger of the partnerships and several other affiliated real
estate entities into a newly formed limited partnership known as NTS Realty Holdings
Limited Partnership (NTS Realty). The merger is subject to, among other
things, approval by a majority of the limited partner interests in each partnership and
final approval of the Superior Court. We may not seek the approval of the limited partners
until a filing made by NTS Realty with the Securities and Exchange Commission is declared
effective. For the year ended December 31, 2003, our share of the legal and professional
fees for the proposed merger was approximately $252,000.

29

---

# Contractual Obligations
and Commercial Commitments

The following disclosure represents
our obligations and commitments to make future payments under contracts, such as debt and
lease agreements, and under contingent commitments, such as debt guarantees.

`Payments Due by Period
                                   --------------------------------------------------------------------------
                                                   Within One     One - Three    Three - Five      After 5
    Contractual Obligations            Total          Year           Years           Years          Years
--------------------------------   -------------  -------------  -------------   -------------  -------------
Mortgages and notes payable       $   31,872,038 $    2,612,854 $    4,958,574  $    5,762,384 $   18,538,226

Capital lease obligations (1)     $        7,441 $        7,441 $           --  $           -- $           --

Operating leases (2)              $           -- $           -- $           --  $           -- $           --

Other long-term obligations (3)   $           -- $           -- $           --  $           -- $           --
                                   -------------  -------------  -------------   -------------  -------------

Total contractual cash
  obligations                     $   31,879,479 $    2,620,295 $    4,958,574  $    5,762,384 $   18,538,226
                                   =============  =============  =============   =============  =============`

|(1) | The lease is for six golf carts, of which two were obtained for an apartment
               community owned by affiliates of ours. The affiliates are reimbursing us for
               their portion of the costs of the golf carts.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | We are party to numerous small operating leases for office equipment such as
               copiers, postage machines and fax machines, which represent an insignificant
               obligation.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | We are party to several annual maintenance agreements with vendors for such
               items as outdoor maintenance, pool service and security systems, which represent
               an insignificant obligation.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Amount of Commitment Expiration Per Period
                                                  -----------------------------------------------------------
                                       Total
        Other Commercial              Amounts      Within One     One - Three    Three - Five      Over 5
          Commitments                Committed        Year           Years           Years          Years
--------------------------------   -------------  -------------  -------------   -------------  -------------
Line of credit                    $           -- $           -- $           --  $           -- $           --

Standby letters of credit and
  guarantees                      $           -- $           -- $           --  $           -- $           --

Other commercial
  commitments (1)                 $           -- $           -- $           --  $           -- $           --
                                   -------------  -------------  -------------   -------------  -------------

Total commercial
  commitments                     $           -- $           -- $           --  $           -- $           --
                                   =============  =============  =============   =============  =============`

|(1) | We do not, as a practice, enter into long term purchase commitments for
               commodities or services. We may from time to time agree to fee for service
               arrangements which are for a term of greater than one year.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

30

---

# Cautionary Statements

Our liquidity, capital resources and
results of operations are subject to a number of risks and uncertainties including, but
not limited to the following:

| | · | our ability to achieve planned revenues;
| | - | ----------------------------------------

| | · | our ability to control expenses relative to fluctuating revenues;
| | - | -----------------------------------------------------------------

| | · | our ability to make payments due under our debt agreements;
| | - | -----------------------------------------------------------

| | · | our ability to negotiate and maintain terms with vendors and service providers for
                  operating expenses;
| | - | ------------------------------------------------------------------------------------------------------------------------

| | · | competitive pressures from other real estate companies, including large commercial and
residential real estate companies, which may affect the nature and viability of our
business strategy;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | trends in the economy as a whole which may affect consumer confidence and demand for the
types of rental property held by us;
| | - | -----------------------------------------------------------------------------------------------------------------------------

| | · | our ability to predict the demand for specific rental properties;
| | - | -----------------------------------------------------------------

| | · | our ability to attract and retain tenants;
| | - | ------------------------------------------

| | · | availability and costs of management and labor employed;
| | - | --------------------------------------------------------

| | · | real estate occupancy and development costs, including the substantial fixed investment
costs associated with renovations necessary to obtain new tenants and retain existing
tenants;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the risk of a major commercial tenant defaulting on its lease due to risks generally
associated with real estate, many of which are beyond our control, including general or
local economic conditions, competition, interest rates, real estate tax rates, other
operating expenses and acts of God; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the risk of revised zoning laws, taxes, and utilities regulations as well as municipal
mergers of local governmental entities.
| | - | ------------------------------------------------------------------------------------------------------------------------------

31

---

# Item 7A 
Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk exposure with
regard to financial instruments is changes in interest rates. All of our debt bears
interest at a fixed rate with the exception of a note payable of $400,000 that bears
interest at the Prime Rate. A hypothetical 100 basis point increase in interest rates
would not significantly increase annual interest expense on the variable rate note. A
hypothetical 100 basis point increase in interest rates would result in an approximate
$1,513,000 decrease in the fair value of debt.

32

---

# Item 8 
Consolidated Financial Statements and Supplementary Data

# REPORT OF INDEPENDENT
AUDITORS

To NTS-Properties VI, a Maryland
Limited Partnership:

We have audited the accompanying consolidated
balance sheets of NTS-Properties VI, a Maryland limited partnership (the
Partnership) as of December 31, 2003 and 2002, and the related consolidated
statements of operations, partners equity and cash flows for each of the two years
in the period ended December 31, 2003. Our audits also included the financial statement
schedule listed in the index at Item 15. These financial statements and schedule are the
responsibility of the Partnerships management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits. The consolidated
financial statements of the Partnership and the financial statement schedule as of
December 31, 2001, and for the year then ended, were audited by other auditors who have
ceased operations and whose report dated March 21, 2002, expressed an unqualified opinion
on those statements and schedule.

We conducted our audits in accordance
with auditing standards generally accepted in the United States. 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 2003 and 2002
financial statements referred to above present fairly, in all material respects, the
consolidated financial position of NTS-Properties VI, a Maryland limited partnership at
December 31, 2003 and 2002, and the consolidated results of its operations and its cash
flows for each of the two years in the period ended December 31, 2003 in conformity with
accounting principles generally accepted in the United States. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the information set
forth therein.

Ernst & Young LLP

Louisville, Kentucky
March 26, 2004

33

---

This report is a copy of the previously issued Arthur Andersen LLP ("Andersen") Auditors'
Report. This report has not been reissued by Andersen.

# REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS

To NTS-Properties VI, a Maryland
limited partnership:

We have audited the accompanying consolidated
balance sheets of NTS-Properties VI, a Maryland limited partnership, as of December 31,
2001 and 2000, and the related consolidated statements of operations, partners
equity and cash flows for each of the three years in the period ended December 31, 2001.
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 auditing standards generally accepted in the United States. 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, 2001 and
2000, and the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States.

Our audits were made for the purpose
of forming an opinion on the basic financial statements taken as a whole. The schedule of
Real Estate and Accumulated Depreciation included in this filing is presented for purposes
of complying with the Securities and Exchange Commissions rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our opinion,
fairly states 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
March 21, 2002

34

---

# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2003 AND 2002

`2003                2002
                                                            -----------------   -----------------

ASSETS
Cash and equivalents                                       $          125,342  $        1,058,814
Cash and equivalents - restricted                                     245,599             237,409
Accounts receivable, net                                              132,859              34,114
Land, buildings and amenities, net                                 40,446,437          42,445,109
Other assets                                                        1,203,286           1,222,662
                                                            -----------------   -----------------

     TOTAL ASSETS                                          $       42,153,523  $       44,998,108
                                                            =================   =================

LIABILITIES AND PARTNERS' EQUITY
Mortgages and notes payable                                $       31,872,038  $       33,536,428
Accounts payable                                                      615,661             614,547
Accounts payable - affiliate                                          206,789                  --
Security deposits                                                     239,429             226,593
Other liabilities                                                     541,677             435,306
                                                            -----------------   -----------------

     TOTAL LIABILITIES                                             33,475,594          34,812,874

COMMITMENTS AND CONTINGENCIES (Note 8)

PARTNERS' EQUITY                                                    8,677,929          10,185,234
                                                            -----------------   -----------------

TOTAL LIABILITIES AND PARTNERS' EQUITY                     $       42,153,523  $       44,998,108
                                                            =================   =================`

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

35

---

# NTS PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

`2003           2002           2001
                                                           --------------  -------------  -------------
REVENUES
Rental income                                             $    10,837,063 $   10,603,305 $   10,946,099
Tenant reimbursements                                               2,743          7,284         13,324
                                                           --------------  -------------  -------------

     TOTAL REVENUES                                            10,839,806     10,610,589     10,959,423

EXPENSES
Operating expenses                                              2,941,389      2,882,559      3,046,109
Operating expenses - affiliated                                 1,500,956      1,594,783      1,650,630
Management fees                                                   548,558        546,539        561,595
Real estate taxes                                               1,057,245        883,396        979,645
Professional and administrative expenses                          763,430        279,351        161,429
Professional and administrative expenses -  affiliated            394,841        390,127        408,061
Depreciation and amortization                                   2,620,136      2,801,218      2,707,127
                                                           --------------  -------------  -------------

    TOTAL OPERATING EXPENSES                                    9,826,555      9,377,973      9,514,596
                                                           --------------  -------------  -------------

OPERATING INCOME                                                1,013,251      1,232,616      1,444,827

Interest and other income                                         132,071         21,219         33,624
Interest expense                                               (2,513,893)    (2,578,183)    (2,656,206)
Loss on disposal of assets                                       (103,506)        (5,041)      (102,550)
                                                           --------------  -------------  -------------

Loss before minority interest                                  (1,472,077)    (1,329,389)    (1,280,305)
Minority interest income                                           35,228         37,145         41,316
                                                           --------------  -------------  -------------

Net loss                                                  $    (1,507,305)$   (1,366,534)$   (1,321,621)
                                                           ==============  =============  =============

Net loss allocated to the limited partners                $    (1,492,232)$   (1,352,869)$   (1,308,405)
                                                           ==============  =============  =============

Net loss per limited partnership interest                 $        (38.37)$       (34.79)$       (33.57)
                                                           ==============  =============  =============

Weighted average number of limited partnership interests           38,889         38,889         38,974
                                                           ==============  =============  =============`

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

36

---

# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS EQUITY (1)
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

`Limited
                                                 Partners'         Limited         General
                                                 Interests         Partners        Partner         Total
                                               -------------    --------------  -------------  -------------
PARTNERS' EQUITY/(DEFICIT)
Balances on January 1, 2001                           38,989   $    13,113,346 $     (201,957)$   12,911,389

   Net loss                                                         (1,308,405)       (13,216)    (1,321,621)

   Repurchase of limited partnership interests          (100)          (38,000)            --        (38,000)
                                               -------------    --------------  -------------  -------------

Balances on December 31, 2001                         38,889        11,766,941       (215,173)    11,551,768

   Net loss                                                         (1,352,869)       (13,665)    (1,366,534)
                                               -------------    --------------  -------------  -------------

Balances on December 31, 2002                         38,889        10,414,072       (228,838)    10,185,234

   Net loss                                                         (1,492,232)       (15,073)    (1,507,305)
                                               -------------    --------------  -------------  -------------

Balances on December 31, 2003                         38,889   $     8,921,840 $     (243,911)$    8,677,929
                                               =============    ==============  =============  =============`

|(1) | For the periods presented, there are no elements of other comprehensive income
                    as defined by the Financial Accounting Standards Board, Statement of Financial
                    Accounting Standards Statement No. 130, Reporting Comprehensive
                    Income.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

37

---

# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

`2003           2002            2001
                                                            -------------  -------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                   $   (1,507,305)$   (1,366,534)$    (1,321,621)
Adjustments to reconcile net loss to net cash provided by
  operating activities:
    Loss on disposal of assets                                    103,506          5,041         102,550
    Depreciation and amortization                               2,672,111      2,870,049       2,776,352
    Minority interest income                                       35,228         37,145          41,316
    Changes in assets and liabilities:
      Cash and equivalents - restricted                            (8,190)       (19,503)         13,845
      Accounts receivable                                         (98,745)        18,275          15,150
      Other assets                                                 (4,996)       (39,980)          4,769
      Accounts payable                                              1,114       (317,748)        455,803
      Accounts payable - affiliate                                206,789             --              --
      Security deposits                                            12,836          3,060         (37,150)
      Other liabilities                                           106,371        121,156          34,555
                                                            -------------  -------------  --------------

     Net cash provided by operating activities                  1,518,719      1,310,961       2,085,569
                                                            -------------  -------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities                       (724,970)      (265,559)       (295,868)
Proceeds from sale of assets                                           --            539              --
Investment in joint ventures by minority partners, net            (62,831)       (52,152)        (59,373)
                                                            -------------  -------------  --------------

     Net cash used in investing activities                       (787,801)      (317,172)       (355,241)
                                                            -------------  -------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages and notes payable              (2,064,390)    (1,937,954)     (1,776,487)
Proceeds from mortgage loans and notes payable                    400,000      2,000,000         101,493
Repurchase of limited partnership interests                            --             --         (38,000)
Additions to loan costs                                                --        (57,188)         (4,850)
                                                            -------------  -------------  --------------

     Net cash (used in) provided by financing activities       (1,664,390)         4,858      (1,717,844)
                                                            -------------  -------------  --------------

     Net (decrease) increase in cash and equivalents             (933,472)       998,647          12,484

CASH AND EQUIVALENTS, beginning of year                         1,058,814         60,167          47,683
                                                            -------------  -------------  --------------

CASH AND EQUIVALENTS, end of year                          $      125,342 $    1,058,814 $        60,167
                                                            =============  =============  ==============

Interest paid on a cash basis                              $    2,478,435 $    2,534,995 $     2,625,265
                                                            =============  =============  ==============`

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

38

---

# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

# Note 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 in December 1984. The general partner is NTS-Properties
Associates VI, a Kentucky limited partnership (the General Partner). We are in
the business of developing, constructing, owning and operating apartment communities and
commercial real estate.

B) Consolidation Policy

The consolidated financial statements
include the accounts of all wholly-owned properties and majority-owned joint ventures.
Intercompany transactions and balances have been eliminated. The terms we,
us or our, as the context requires, may refer to the Partnership
or its interests in the properties and joint ventures listed below.

Other assets include minority
interest in our joint venture properties totaling approximately $713,000 and $685,000 as
of December 31, 2003 and 2002, respectively. These amounts have been derived primarily
from distributions of the joint ventures in excess of the respective minority
partners historical investment in the joint ventures used for financial reporting
purposes. This amount will be realized upon the sale of the respective joint venture
property or dissolution of the respective joint venture. The underlying assets of the
joint ventures are assessed for asset impairment on a periodic basis.

Consolidation of Variable
Interest Entities

In January 2003, the FASB issued
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest
Entities, an interpretation of ARB 51. The primary objectives of this interpretation
are to provide guidance on the identification of entities for which control is achieved
through means other than through voting rights (variable interest entities)
and how to determine when and which business enterprise (the primary
beneficiary) should consolidate the variable interest entity. This new model for
consolidation applies to an entity which either (i) the equity investors (if any) do not
have a controlling financial interest; or (ii) the equity investment at risk is
insufficient to finance that entitys activities without receiving additional
subordinated financial support from other parties. In addition, FIN 46 requires that the
primary interest entity, make additional disclosures. Certain disclosure requirements of
FIN 46 were effective for financial statements issued after January 31, 2003.

39

---

In December 2003, the FASB issued FIN
No. 46 (Revised December 2003), Consolidation of Variable Interest
Entities (FIN 46-R) to address certain FIN 46 implementation issues.
The effective dates and impact of FIN 46 and FIN 46-R are as follows:

| | (i) | Special purpose entities (SPEs) created prior to February 1,
               2003. We must apply either the provisions of FIN 46 or early adopt the
               provisions of FIN 46-R at the end of the first interim or annual reporting
               period ending after December 15, 2003.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | Non-SPEs created prior to February 1, 2003. We are required to adopt FIN
               46-R at the end of the first interim or annual reporting period ending after
               March 15, 2004.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | All entities, regardless of whether a SPE, that were created subsequent to
               January 31, 2003. The provisions of FIN 46 were applicable for
               variable interests in entities obtained after January 31, 2003. We are required
               to adopt FIN 46-R at the end of the first interim or annual reporting period
               ending after March 15, 2004.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The adoption of the provisions
applicable to FIN 46 did not have any impact on our financial statements.

Minority Interest

In May 2003, the FASB issued
Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity (SFAS 150). SFAS 150 establishes standards for classifying and
measuring as liabilities certain financial instruments that embody obligations of the
issuer and have characteristics of both liabilities and equity. SFAS 150 was effective for
all financial instruments created or modified after May 31, 2003, and otherwise was
effective at the beginning of the first interim period beginning after June 15, 2003. On
November 7, 2003, FASB Staff Position No. FAS 150-3 was issued, which deferred for an
indefinite period the classification and measurement provisions, but not the disclosure
provisions of SFAS 150.

We consolidate certain properties
that are also owned by affiliated parties that have noncontrolling interests. In certain
cases, the applicable joint venture agreement provides for a contractual termination date
of the agreement based on certain specified events. SFAS 150 describes this type of
arrangement as a limited-life subsidiary. SFAS 150 requires the disclosure of
the estimated settlement value of these noncontrolling interests. As of December 31, 2003,
the estimated settlement value of these noncontrolling interests is approximately
$555,000. This settlement value is based on estimated third party consideration paid to
the joint venture upon disposition of each property and is net of all other assets and
liabilities including any yield maintenance that would have been due on that date had the
mortgages encumbering the properties been prepaid on December 31, 2003. Due to the
inherent risks and uncertainties related to the operations and sale of real estate assets,
among other things, the amount of any potential distribution to the noncontrolling
interests is likely to change.

40

---

C) Properties and Joint
Ventures

We own and operate the following
properties and joint ventures:

| | · | 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.
| | - | ------------------------------------------------------------------------------------------

| | · | Park
Place Apartments Phase III, a 152-unit luxury apartment complex in Lexington, Kentucky.
| | - | --------------------------------------------------------------------------------------------

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

| | · | A
96.03% joint venture interest in Golf Brook Apartments, a 195-unit luxury apartment
complex in Orlando, Florida.
| | - | ------------------------------------------------------------------------------------------------------------------

| | · | A 95.04% joint venture interest in Plainview Point Office Center Phase III, an office
center with approximately 61,700 net rentable square feet in Louisville, Kentucky.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

D) 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 as follows: (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. 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 and (3) the balance, 80% to the
limited partners and 20% to the General Partner. Net operating losses have been allocated
99% to the limited partners and 1% to the General Partner for all periods presented in the
accompanying consolidated financial statements.

41

---

E) Tax Status

We have received a ruling from the
Internal Revenue Service stating that we are classified as a limited partnership for
federal income tax purposes. As such, we make 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:

`2003           2002           2001
                                                       --------------  -------------  -------------
Net loss                                              $    (1,507,305)$   (1,366,534)$   (1,321,621)
Items handled differently for tax purposes:
  Depreciation and amortization                                 6,491         32,336       (189,171)
  (Loss) gain on fixed assets                                (100,037)        (4,412)         7,873
  Prepaid rent and other capitalized leasing costs             25,379         99,930         37,933
  Bad debt allowance                                            5,141          5,106          2,390
  Merger costs                                                302,746             --             --
  Accrued expenses                                                 --         (2,000)         2,000
  Other miscellaneous expense                                   4,206          4,140          3,066
                                                       --------------  -------------  -------------

Taxable loss                                          $    (1,263,379)$   (1,231,434)$   (1,457,530)
                                                       ==============  =============  =============`

F) Use of Estimates in
the Preparation of Financial Statements

The preparation of financial
statements in accordance with accounting principles generally accepted in the United
States 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.

G) Cash and Equivalents

Cash and equivalents include cash on
hand and short-term, highly liquid investments with initial maturities of three months or
less. We have a cash management program which provides for the overnight investment of
excess cash balances. Under an agreement with a bank, excess cash is invested in a
repurchase agreement for U.S. government or agency securities each night. As of December
31, 2003, approximately $117,000 of our overnight investment was included in cash and
equivalents.

H) Cash and Equivalents
 Restricted

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

42

---

I) Basis of Property and
Depreciation

Land, buildings and amenities are
stated at cost. 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 buildings and improvements, 5-30 years for amenities
and the applicable lease term for tenant improvements. The aggregate cost of our
properties for federal tax purposes is approximately $76,553,000.

Statement of Financial Accounting
Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, specifies circumstances in which certain long-lived assets must
be reviewed for impairment. If such review indicates that the carrying amount of an asset
exceeds the sum of its expected future cash flows, the assets carrying value may be
written down to fair value. Application of this standard during the year ended December
31, 2003 did not result in an impairment loss.

J) Accounts Payable
 Affiliate

Accounts payable  affiliate
includes amounts owed to NTS Development Company for reimbursement of salary and overhead
expenses.

NTS Development Company has agreed to
defer, until March 31, 2005, amounts owed to them by us as of December 31, 2003 and those
amounts accruing from January 1, 2004 through March 31, 2005, other than as permitted by
our cash flows. There can be no assurances that NTS Development Company will continue to
defer amounts due them past March 31, 2005.

K) Revenue Recognition
 Rental Income and Capitalized Leasing Costs

Our apartment communities have
operating leases with apartment residents with terms generally of twelve months or less.
We recognize rental revenue related to these leases on an accrual basis when due from
residents. In accordance with our standard lease terms, rental payments are generally due
on a monthly basis.

Our commercial property leases are
accounted for as operating leases. We accrue minimum rents on a straight-line basis over
the terms of their respective leases. We structure our leases to allow us to recover a
significant portion of our property operating, real estate taxes and repairs and
maintenance expenses from our commercial tenants. Property operating expenses typically
include utility, insurance, security, janitorial, landscaping and other administrative
expenses. We accrue reimbursements from tenants for recoverable portions of all these
expenses as revenue in the period the applicable expenditures are incurred. We also
receive estimated payments for these reimbursements from substantially all our tenants
throughout the year. We do this to reduce the risk of loss on uncollectible accounts once
we perform the final year-end billings for recoverable expenditures. We recognize the
difference between estimated recoveries and the final billed amounts in the subsequent
year and we believe these differences were not material in any period presented.

43

---

Certain of our lease agreements at
Plainview Point Office Center Phase III 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 totaled $5,236
and $5,339 on December 31, 2003 and 2002, respectively. All commissions paid to commercial
leasing agents are deferred and amortized over the term of the lease to which they apply.

We recognize lease termination income
upon receipt of the income. We accrue lease termination income if there is a signed
termination agreement, all of the conditions of the agreement have been met and the tenant
is no longer occupying the property.

L) Advertising

We expense advertising costs as
incurred. Advertising expense was immaterial to us during the years ended December 31,
2003, 2002 and 2001.

M) 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.

# Note 2 
Concentration of Credit Risk

We own and operate, either wholly or
through a joint venture, five apartment communities  Park Place Apartments Phases I
and III, in Lexington, Kentucky, Willow Lake Apartments, in Indianapolis, Indiana and
Sabal Park and Golf Brook Apartments, in Orlando, Florida. We also own and operate,
through a joint venture, a commercial rental property  Plainview Point Office Center
Phase III, in Louisville, Kentucky. Substantially all of the commercial propertys
tenants are local businesses or are businesses which have operations in the Louisville
area.

Our financial instruments that are
exposed to concentrations of credit risk consist of cash and equivalents. We maintain our
cash accounts primarily with banks located in Kentucky. The total cash balances are
insured by the FDIC up to $100,000 per bank account. We may at times, in certain accounts,
have deposits in excess of $100,000.

# Note 3  Tender
Offers

From October 1998 through December
2001, we participated, along with ORIG, LLC, (ORIG) an affiliate of ours, (the
Offerors), in five tender offers. Through the five tender offers, we
repurchased 1,700 Interests for $618,500 and ORIG purchased 13,766 Interests for
$5,167,480. The price per Interest was $350 for the first tender offer, $370 for the
second tender offer and $380 for the third, fourth and fifth tender offers. Interests that
we repurchased were retired. Interests purchased by ORIG are being held by it.

44

---

On May 10, 2002, ORIG commenced a
tender offer to purchase up to 2,000 Interests at a price of $380 per Interest. ORIG had
the option to acquire additional Interests on a pro rata basis if more than 2,000
Interests were tendered. The tender offer was scheduled to expire on August 2, 2002. On
July 24, 2002, ORIG amended its tender offer to extend the expiration date from August 2,
2002, to September 3, 2002. ORIGs tender offer expired September 3, 2002. A total of
2,560 Interests were tendered. ORIG accepted all Interests tendered at a purchase price of
$380 per Interest for a total of $972,800. We did not participate in this tender offer.

# Note 4  Land,
Buildings and Amenities

The following schedule provides an
analysis of our investment in property held for lease as of December 31:

`2003                 2002
                                       ------------------   ------------------
Land and improvements                $         16,530,082 $         16,463,962

Buildings and improvements                     59,772,588           59,744,206
                                       ------------------   ------------------

                                               76,302,670           76,208,168

Less accumulated depreciation                  35,856,233           33,763,059
                                       ------------------   ------------------

                                     $         40,446,437 $         42,445,109
                                       ==================   ==================`

45

---

# Note 5  Mortgages
and Notes Payable

Mortgages and notes payable as of
December 31 consist of the following:

`2003                2002
                                                       ------------------  ------------------
Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
7.74%, due October 15, 2012, secured by certain
land, buildings and amenities.                        $        11,004,713 $        11,365,873

Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
7.32%, due October 15, 2012, secured by certain
land, buildings and amenities.                                  6,070,365           6,542,283

Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
7.57%, due May 15, 2009, secured by certain land,
buildings and amenities.                                        6,044,431           6,899,113

Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
8.375%, due December 1, 2010, secured by certain
land, buildings and amenities.                                  2,988,656           3,065,058

Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
7.38%, due December 5, 2012, secured by certain
land and building.                                              2,043,356           2,197,714

Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
6.93%, due December 5, 2012, secured by certain
land, buildings and amenities.                                  1,958,280           1,989,927

Mortgage payable with an insurance company,
payable in monthly installments, bearing interest at
7.38%, due December 5, 2012, secured by certain
land, buildings and amenities.                                  1,362,237           1,465,143

Note payable to a bank, bearing interest at the Prime
Rate, payable in monthly installments, due October
1, 2004.  On December 31, 2003, the interest rate
was 4.0%.                                                         400,000                  --

Notes payable to a bank, bearing interest at the Prime
Rate but not less than 6.0%, repaid in March 2003.                     --              11,317
                                                       ------------------  ------------------

                                                      $        31,872,038 $        33,536,428
                                                       ==================  ==================`

46

---

Our mortgages may be prepaid but are
generally subject to prepayment of a yield-maintenance premium.

Scheduled maturities of debt are as
follows:

`For the Years Ended December 31,                 Amount
------------------------------------   ---------------------------
                2004                 $                   2,612,854
                2005                                     2,386,260
                2006                                     2,572,314
                2007                                     2,773,127
                2008                                     2,989,257
             Thereafter                                 18,538,226
                                       ---------------------------

                                     $                  31,872,038
                                       ===========================`

Based on the borrowing rates
currently available to us for mortgages with similar terms and average maturities, the
fair value of long-term debt on December 31, 2003 and 2002 was approximately $34,706,000
and $36,077,000, respectively.

On October 1, 2003, we obtained an
unsecured note payable in the amount of $400,000. The note bears interest at the Prime
Rate and the maturity date is October 1, 2004. Interest will be paid monthly with the
principal due at maturity.

# Note 6  Rental
Income Under Operating Lease

The following is a schedule of
minimum future rental income on noncancellable operating leases as of December 31, 2003:

`For the Years Ended December 31,                 Amount
------------------------------------   ---------------------------
                2004                 $                     440,057
                2005                                       294,018
                2006                                       171,328
                2007                                       171,328
                2008                                        14,277
             Thereafter                                         --
                                       ---------------------------

                                     $                   1,091,008
                                       ===========================`

47

---

# Note 7  Related
Party Transactions

Pursuant to an agreement with us, NTS
Development Company, an affiliate of our General Partner, receives property management
fees on a monthly basis. The fee is equal to 5% and 6% of the gross revenues from the
apartment communities and the commercial property, respectively. Also pursuant to an
agreement, NTS Development Company receives a repair and maintenance fee equal to 5.9% of
costs incurred which relate to capital improvements and major repair and renovation
projects. These repair and maintenance fees are capitalized as part of land, buildings and
amenities.

We were charged the following amounts
pursuant to an agreement with NTS Development Company for the years ended December 31,
2003, 2002 and 2001. 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.

`For the Years Ended December 31,
                                                       ---------------------------------------------------------
                                                              2003                2002               2001
                                                       ------------------  ------------------  -----------------

Property management fees                              $           548,558 $           546,539 $          561,595
                                                       ------------------  ------------------  -----------------

Property management                                             1,035,840           1,019,792          1,078,558
Leasing                                                           156,094             193,428            191,425
Administrative - operating                                        297,022             339,753            307,410
Other                                                              12,000              41,810             73,237
                                                       ------------------  ------------------  -----------------

     Total operating expenses - affiliated                      1,500,956           1,594,783          1,650,630
                                                       ------------------  ------------------  -----------------

Professional and administrative expenses - affiliated             394,841             390,127            408,061
                                                       ------------------  ------------------  -----------------

Repairs and maintenance fees                                       37,347              12,385             32,703
Leasing commissions                                                13,938               8,515                 --
Construction management                                                --                  --              2,174
                                                       ------------------  ------------------  -----------------

     Total related party transactions capitalized                  51,285              20,900             34,877
                                                       ------------------  ------------------  -----------------

     Total related party transactions                 $         2,495,640 $         2,552,349 $        2,655,163
                                                       ==================  ==================  =================`

During the years ended December 31,
2003, 2002 and 2001, we were charged $29,643, $29,586 and $22,864, respectively, for
property maintenance fees from an affiliate of NTS Development Company.

48

---

# Note 8 
Commitments and Contingencies

As an owner of real estate, we are
subject to various environmental laws of federal, state and local governments. Our
compliance with existing laws has not had a material adverse effect on our financial
condition and results of operations. However, we cannot predict the impact of new or
changed laws or regulations on our current properties or on properties that we may acquire
in the future.

As of December 31, 2003, we had a
commitment from a tenant to lease approximately 11,000 square feet of Plainview Point
Office Center Phase III. The lease agreement calls for tenant finish, estimated to cost
approximately $395,000. The tenant finish cost will be funded by loan proceeds from a note
payable obtained October 1, 2003 (see Note 5 Mortgages and Notes Payable for
further discussion on the new loan) and cash reserves. Through December 31, 2003,
approximately $122,000 of the tenant finish cost has been incurred.

Litigation

We, our general partner and two
affiliated entities have been sued by Elder Construction & Associates, Inc.
(Elder Construction) in Jefferson Circuit Court, Louisville, Kentucky. Elder
Construction was hired to be the framing subcontractor with respect to certain
improvements at Phase III of Park Place Apartments in Lexington, Kentucky. The Complaint
of Elder Construction, which was originally filed in November 1999, alleged, inter
alia, breach of contract. The Complaint requested judgment against the defendants in
the amount of $233,122, plus interest, and other relief. We and the other defendants have
answered the complaint, and have asserted counterclaims against the plaintiff for,
inter alia, breach of contract. The case had been set for trial in June 2002, but
the parties subsequently agreed to binding arbitration to settle this lawsuit.

On November 17, 2003, the
Plaintiff/Counterclaim Defendant, Elder Construction & Associates, Inc., and the
Defendants/Counterclaim Plaintiffs, NTS Development Company, NTS-Properties VI, a Maryland
limited partnership, NTS-Properties Associates VI, and NTS Capital Corporation, entered
into a Settlement and Mutual Release Agreement with respect to the lawsuit. NTS paid
$120,000 to Elder in exchange for the release of Elders claim. An Agreed Order
Dismissing as Settled and Release of Bonds was signed by the Judge on November 21, 2003.

On December 12, 2001, three
individuals filed an action in the Superior Court of the State of California for the
County of Contra Costa originally captioned Buchanan et al. v. NTS-Properties
Associates et al. (Case No. C 01-05090) against our general partner, the general
partners of four public partnerships affiliated with us and several individuals and
entities affiliated with us. The action purports to bring claims on behalf of a class of
limited partners. These claims are based on, among other things, tender offers made by the
public partnerships and an affiliate of our general partner, as well as the operation of
the partnerships by the general partners. The plaintiffs allege, among other things, that
the prices at which limited partnership interests were purchased in these tender offers
were too low. The plaintiffs are seeking monetary damages and equitable relief,

49

---

including an order directing the
disposition of the properties owned by the public partnerships and the distribution of the
proceeds. No amounts have been accrued as a liability for this action in our consolidated
financial statements. Under an indemnification agreement with our general partner, we are
responsible for the costs of defending any such action.

On February 27, 2003, two individuals
filed a class and derivative action in the Circuit Court of Jefferson County, Kentucky
captioned Bohm et al. v. J.D. Nichols et al. (Case No. 03-CI-01740) against our
general partner, the general partners of three public partnerships affiliated with us and
several individuals and entities affiliated with us. On March 21, 2003, the complaint was
amended to include the general partner of a public partnership affiliated with us and the
general partner of a partnership that was affiliated with us but is no longer in
existence. In the amended complaint, the plaintiffs purport to bring claims on behalf of a
class of limited partners and derivatively on behalf of us and affiliated public
partnerships based on alleged overpayments of fees, prohibited investments, improper
failures to make distributions, purchases of limited partnership interests at insufficient
prices and other violations of the limited partnership agreements. The plaintiffs are
seeking, among other things, compensatory and punitive damages in an unspecified amount,
an accounting, the appointment of a receiver or liquidating trustee, the entry of an order
of dissolution against the public partnerships, a declaratory judgment and injunctive
relief. No amounts have been accrued as a liability for this action in our financial
statements. Our general partner believes that this action is without merit, and is
vigorously defending it.

On June 20, 2003, our general
partner, along with the general partners of four public partnerships affiliated with us,
reached an agreement in principle (the Settlement Agreement) with
representatives of the class of plaintiffs to settle the Buchanan action. This
settlement is subject to, among other things, preparing and executing a settlement
agreement to be presented to the court for preliminary and final approval. The proposed
settlement would include releases for all of the parties for all of the claims asserted in
the Buchanan litigation and the Bohm litigation. As part of the proposed
settlement, the general partners have agreed, among other things, to pursue a merger of
the partnerships along with other real estate entities affiliated with the general
partners into a newly-formed entity.

For the year ended December 31, 2003,
our share of the legal costs for theBuchanan and Bohmlitigations was
approximately $204,000, which was included in our professional and administrative
expenses.

We do not believe there is any other
litigation threatened against us other than routine litigation arising out of the ordinary
course of business, some of which is expected to be covered by insurance, none of which is
expected to have a material effect on our consolidated financial position or results of
operations except as discussed herein.

50

---

Proposed Merger

As part of the Settlement Agreement,
our general partner and the general partners of the four public partnerships affiliated
with us, have agreed to pursue a merger of the partnerships and several other affiliated
real estate entities into a newly formed limited partnership known as NTS Realty Holdings
Limited Partnership (NTS Realty). The merger is subject to, among other
things, approval by a majority of the limited partner interests in each partnership and
final approval of the Superior Court. We may not seek the approval of the limited partners
until a filing made by NTS Realty with the Securities and Exchange Commission is declared
effective. For the year ended December 31, 2003, our share of the legal and professional
fees for the proposed merger was approximately $252,000.

# Note 9  Segment
Reporting

Our reportable operating segments
include  Apartment Community and Commercial Real Estate Operations. The apartment
community operations represent our ownership and operating results relative to the
apartment complexes known as Willow Lake, Park Place Phase I, Sabal Park, Park Place Phase
III and Golf Brook. The commercial operations represent our ownership and operating
results relative to suburban commercial office space known as Plainview Point Office
Center Phase III.

The financial information of the
operating segments have been prepared using a management approach, which is consistent
with the basis and manner in which our management internally disaggregates financial
information for the purposes of assisting in making internal operating decisions. We
evaluate performance based on stand-alone operating segment net income. Professional and
administrative expenses, interest expense, depreciation and minority interest income
(loss) recorded at the Partnership level have not been allocated to the segments.

51

---

`2003
                                                 ---------------------------------------------------------
                                                     Apartment
                                                    Communities         Commercial            Total
                                                 -----------------  ------------------  ------------------
Rental income                                   $       10,326,587 $           510,476 $        10,837,063
Tenant reimbursements                                           --               2,743               2,743
                                                 -----------------  ------------------  ------------------

     Total revenues                             $       10,326,587 $           513,219 $        10,839,806
                                                 -----------------  ------------------  ------------------

Operating expenses and operating expenses -
  affiliated                                    $        4,144,729 $           297,616 $         4,442,345
Management fees                                            517,054              31,504             548,558
Real estate taxes                                        1,021,875              35,370           1,057,245
Depreciation and amortization                            2,324,165             206,505           2,530,670
                                                 -----------------  ------------------  ------------------

     Total operating expenses                   $        8,007,823 $           570,995 $         8,578,818
                                                 -----------------  ------------------  ------------------

Operating income (loss)                                  2,318,764             (57,776)          2,260,988

Interest and other income                                   42,233                 470              42,703
Interest expense                                          (867,225)                 --            (867,225)
Loss on disposal of assets                                (103,506)                 --            (103,506)
                                                 -----------------  ------------------  ------------------

Net income (loss)                               $        1,390,266 $           (57,306)$         1,332,960
                                                 =================  ==================  ==================

Land, buildings and amenities, net              $       38,278,447 $         2,164,103 $        40,442,550
                                                 =================  ==================  ==================

Expenditures for land, buildings and amenities  $          592,613 $           132,357 $           724,970
                                                 =================  ==================  ==================

Segment liabilities                             $       12,738,030 $           164,322 $        12,902,352
                                                 =================  ==================  ==================`

52

---

`2002
                                                 ---------------------------------------------------------
                                                     Apartment
                                                    Communities         Commercial            Total
                                                 -----------------  ------------------  ------------------
Rental income                                   $        9,999,631 $           603,674 $        10,603,305
Tenant reimbursements                                           --               7,284               7,284
                                                 -----------------  ------------------  ------------------

     Total revenues                             $        9,999,631 $           610,958 $        10,610,589
                                                 -----------------  ------------------  ------------------

Operating expenses and operating expenses -
  affiliated                                    $        4,139,268 $           338,074 $         4,477,342
Management fees                                            509,300              37,239             546,539
Real estate taxes                                          857,879              25,517             883,396
Depreciation and amortization                            2,527,785             183,967           2,711,752
                                                 -----------------  ------------------  ------------------

     Total operating expenses                   $        8,034,232 $           584,797 $         8,619,029
                                                 -----------------  ------------------  ------------------

Operating income                                         1,965,399              26,161           1,991,560

Interest and other income                                   10,915               2,956              13,871
Interest expense                                          (840,145)                 --            (840,145)
Loss on disposal of assets                                  (5,041)                 --              (5,041)
                                                 -----------------  ------------------  ------------------

Net income                                      $        1,131,128 $            29,117 $         1,160,245
                                                 =================  ==================  ==================

Land, buildings and amenities, net              $       40,189,678 $         2,243,770 $        42,433,448
                                                 =================  ==================  ==================

Expenditures for land, buildings and amenities  $           83,937 $           181,622 $           265,559
                                                 =================  ==================  ==================

Segment liabilities                             $       13,375,308 $            90,115 $        13,465,423
                                                 =================  ==================  ==================`

53

---

`2001
                                                 ---------------------------------------------------------
                                                     Apartment          Commercial            Total
                                                    Communities
                                                 -----------------  ------------------  ------------------
Rental income                                   $       10,102,931 $           843,168 $        10,946,099
Tenant reimbursements                                           --              13,324              13,324
                                                 -----------------  ------------------  ------------------

     Total revenues                             $       10,102,931 $           856,492 $        10,959,423
                                                 -----------------  ------------------  ------------------

Operating expenses and operating expenses -
  affiliated                                    $        4,294,594 $           393,742 $         4,688,336
Management fees                                            508,842              52,753             561,595
Real estate taxes                                          945,165              34,480             979,645
Depreciation and amortization                            2,422,606             195,055           2,617,661
                                                 -----------------  ------------------  ------------------

     Total operating expenses                   $        8,171,207 $           676,030 $         8,847,237
                                                 -----------------  ------------------  ------------------

Operating income (loss)                                  1,931,724             180,462           2,112,186

Interest and other income                                   20,812               2,181              22,993
Interest expense                                          (828,955)                 --            (828,955)
Loss on disposal of assets                                (102,550)                 --            (102,550)
                                                 -----------------  ------------------  ------------------

Net income                                      $        1,021,031 $           182,643 $         1,203,674
                                                 =================  ==================  ==================

Land, buildings and amenities, net              $       42,715,277 $         2,251,634 $        44,966,911
                                                 =================  ==================  ==================

Expenditures for land, buildings and amenities  $          295,321 $               547 $           295,868
                                                 =================  ==================  ==================

Segment liabilities                             $       12,312,985 $            76,727 $        12,389,712
                                                 =================  ==================  ==================`

54

---

A reconciliation of the totals
reported for the operating segments to the applicable line items in the consolidated
financial statements is necessary given amounts recorded at the Partnership level and not
allocated to the operating properties for internal reporting purposes:

`2003                2002                2001
                                                  -----------------   -----------------  ------------------
OPERATING EXPENSES AND OPERATING
EXPENSES - AFFILIATED
Operating expenses and operating expenses -
  affiliated for reportable segments             $        4,442,345  $        4,477,342 $         4,688,336
Operating expenses and operating expenses -
affiliated for Partnership                                       --                  --               8,403
                                                  -----------------   -----------------  ------------------

     Total consolidated operating expense        $        4,442,345  $        4,477,342 $         4,696,739
                                                  =================   =================  ==================

DEPRECIATION AND AMORTIZATION
Depreciation and amortization for
  reportable segments                            $        2,530,670  $        2,711,752 $         2,617,661
Depreciation and amortization for  Partnership               89,466              89,466              89,466
                                                  -----------------   -----------------  ------------------

     Total depreciation and amortization         $        2,620,136  $        2,801,218 $         2,707,127
                                                  =================   =================  ==================

OPERATING INCOME
Operating income for reportable segments         $        2,260,988  $        1,991,560 $         2,112,186
Operating loss for Partnership                           (1,247,737)           (758,944)           (667,359)
                                                  -----------------   -----------------  ------------------

     Total operating income                      $        1,013,251  $        1,232,616 $         1,444,827
                                                  =================   =================  ==================

INTEREST EXPENSE
Interest expense for reportable segments         $          867,225  $          840,145 $           828,955
Interest expense for Partnership                          1,646,668           1,738,038           1,827,251
                                                  -----------------   -----------------  ------------------

     Total interest expense                      $        2,513,893  $        2,578,183 $         2,656,206
                                                  =================   =================  ==================

NET LOSS
Net income for reportable segments               $        1,332,960  $        1,160,245 $         1,203,674
Less minority interest                                       35,228              37,145              41,316
Plus net loss for Partnership (1)                        (2,805,037)         (2,489,634)         (2,483,979)
                                                  -----------------   -----------------  ------------------

     Total net loss                              $       (1,507,305) $       (1,366,534)$        (1,321,621)
                                                  =================   =================  ==================

LAND, BUILDINGS AND AMENITIES
Land, buildings and amenities for
  reportable segments                            $       40,442,550  $       42,433,448 $        44,966,911
Land, buildings and amenities for Partnership                 3,887              11,661              19,437
                                                  -----------------   -----------------  ------------------

     Total land, buildings and amenities         $       40,446,437  $       42,445,109 $        44,986,348
                                                  =================   =================  ==================

LIABILITIES
Liabilities for reportable segments              $       12,902,352  $       13,465,423 $        12,389,712
Liabilities for Partnership (2)                          20,573,242          21,347,451          22,554,648
                                                  -----------------   -----------------  ------------------

     Total liabilities                           $       33,475,594  $       34,812,874 $        34,944,360
                                                  =================   =================  ==================`

|(1) | The Partnerships net loss is primarily composed of professional and
               administrative costs born by the Partnership and also includes interest expense,
               depreciation and minority interest recorded at the partnership level and not
               allocated to the operating segments. The professional and administrative costs
               include the tax and public company reporting and compliance costs associated
               with a public limited partnership.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | These amounts primarily represent the mortgages held by us secured by the assets
               of the operating segments.
|--- | --------------------------------------------------------------------------------------------------------------------------

55

---

# Note 10  Selected
Quarterly Financial Data (Unaudited)

`For the Quarters Ended
                                      --------------------------------------------------------------------
                2003                     March 31          June 30        September 30      December 31
------------------------------------  ---------------  ----------------  ---------------  ----------------

Total revenues                       $      2,748,067 $       2,711,069 $      2,694,201 $       2,686,469
Operating income (loss)                       361,311            (8,885)         270,682           390,143
Minority interest                               8,743             6,336            7,674            12,475
Net loss allocated to the
  limited partners                           (280,881)         (719,330)        (360,295)         (131,726)
Net loss per limited partnership
  interest                                     (7.22)           (18.50)            (9.26)            (3.39)`

`For the Quarters Ended
                                      --------------------------------------------------------------------
                2002                     March 31          June 30        September 30      December 31
------------------------------------  ---------------  ----------------  ---------------  ----------------

Total revenues                       $      2,609,868 $       2,587,465 $      2,670,267 $       2,742,989
Operating income (loss)                       262,685           359,142          224,738           386,051
Minority interest                               7,149             8,836            9,043            12,117
Net loss allocated to the
  limited partners                           (367,302)         (273,666)        (429,561)         (282,340)
Net loss per limited partnership
  interest                                     (9.44)            (7.04)          (11.05)            (7.26)`

# Note 11 
Subsequent Events

On February 4, 2004, NTS Realty
Holdings Limited Partnership filed a joint consent solicitation statement/prospectus on
Form S-4 with the Securities and Exchange Commission. The solicitation
statement/prospectus presents the merger of NTS-Properties III; NTS-Properties IV;
NTS-Properties V; NTS-Properties VI; and NTS-Properties VII, Ltd. with NTS Realty Holdings
Limited Partnership, a newly formed limited partnership (NTS Realty).
Concurrent with the merger, ORIG, LLC, a Kentucky limited liability company, which is
affiliated with our general partner, will contribute substantially all its real estate
assets and all of its liabilities to NTS Realty.

On February 26, 2004, the Superior
Court of the State of California for the County of Contra Costa preliminarily approved the
settlement as set forth in the Stipulation and Agreement of Settlement jointly filed by
the general partners (the General Partners) of NTS-Properties III,
NTS-Properties IV, NTS-Properties V, NTS-Properties VI and NTS-Properties VII, Ltd. (the
Partnerships), along with certain of their affiliates, with the class of
plaintiffs in the action originally captioned Buchanan et al. v. NTS-Properties
Associates et al. (Case No. C 01-05090) on December 5, 2003. The Superior Courts
order, which sets forth its preliminary determination that the Stipulation and Agreement
of Settlement is within the range of reasonableness, and is fair, just and adequate to the
class of plaintiffs, is filed as an attachment to our Form 8-K filed on March 1, 2004. The
Superior Court has scheduled a hearing (the Final Hearing) on May 6, 2004, to
finally determine, among other things, whether: (1) the Stipulation and Agreement of
Settlement is fair, reasonable and

56

---

adequate, and in the best interests
of the class of plaintiffs, and (2) the Buchanan litigation should be dismissed
with prejudice and on the merits in accordance with the Stipulation and Agreement of
Settlement.

On March 2, 2004, we, along with all
defendants, filed a Motion to Dismiss the Bohm litigation. That Motion is currently
pending before the court.

Pending the entry by the Superior
Court of a final judgment and order dismissing the Buchananlitigation with
prejudice, all members of the class of plaintiffs are barred and enjoined from: (1)
transferring, selling, assigning or otherwise disposing of any limited partner units of
the Partnerships, (2) granting a proxy to object to the merger of the Partnerships into
NTS Realty Holdings Limited Partnership (NTS Realty) as contemplated by the
joint consent solicitation statement/prospectus that NTS Realty filed with the Securities
and Exchange Commission or (3) commencing a tender offer for the limited partner units of
the Partnerships.

57

---

Item 9  Change in and
Disagreements with Accountants on Accounting and Financial

# Disclosure

None.

58

---

# Item 9A  Controls
and Procedures

Our General Partner, with the
participation of the Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures as of December 31, 2003. Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures were effective as of December 31, 2003. There were
no material changes in our internal controls over financial reporting during the fourth
quarter of 2003.

59

---

# PART III

# Item 10  Directors
and Executive Officers of the Registrant

Because we are a limited partnership
and not a corporation, we do not have directors or officers. We are managed by our General
Partner, NTS-Properties Associates VI. Additionally we have entered into a management
contract with NTS Development Company, an affiliate of our General Partner, to provide
property management services.

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

J.D. Nichols

Mr.
          Nichols (age 62) is the managing general partner of NTS-Properties Associates VI
          and is Chairman of NTS Corporation (since 1985) and NTS Development Company
          (since 1977).

NTS Capital Corporation

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

The Manager of our properties is NTS
Development Company, the executive officers and/or directors of which are J.D. Nichols,
Brian F. Lavin and Gregory A. Wells.

Brian F. Lavin

Brian F. Lavin (age 50) is President
of NTS Corporation and NTS Development Company. He joined NTS Corporation and NTS
Development Company in June 1997. From November 1994 through June 1997, Mr. Lavin served
as President of the Residential Division of Paragon Group, Inc. and as a Vice President of
Paragons Midwest Division prior to November 1994. In this capacity, he directed the
development, marketing, leasing and management operations for the firms expanding
portfolios.

Mr.
          Lavin attended the University of Missouri where he received his Bachelors
          Degree in Business Administration. He is a licensed Kentucky Real Estate Broker
          and Certified Property Manager. Mr. Lavin is a member of the Institute of Real
          Estate Management, council member of the Urban Land Institute and member of the
          National Multi-Housing Council. He has served on the Boards of the Louisville
          Science Center, Louisville Ballet, National Multi-Housing Council, Louisville
          Apartment Association, the Board of Trustees for the Louisville Olmsted Parks
          Conservancy, Inc. and currently serves on the Board of Directors of Greater
          Louisville Inc. and the Executive Committee Board of Overseers for the
          University of Louisville.

60

---

Gregory A. Wells

Mr.
          Wells (age 45) is Senior Vice President and Chief Financial Officer of NTS
          Corporation and NTS Development Company. He joined NTS Corporation and NTS
          Development Company in July 1999. From May 1998 through June 1999, Mr. Wells
          served as Chief Financial Officer of Hokanson Companies, Inc. and as Secretary
          and Treasurer of Hokanson Construction, Inc. in Indianapolis, Indiana from
          January 1995 through May 1998. In these capacities, he directed financial and
          operational activities for commercial real estate, company owned and third-party
          managed properties, building and suite renovations, and commercial and
          residential construction. Mr. Wells previously served as Vice President of
          Operations and Treasurer of Executive Telecom System, Inc., a subsidiary of The
          Bureau of National Affairs, Inc. (Washington, D.C.). Mr. Wells received a
          Bachelors Degree in Business Administration from George Mason University
          and is a Certified Public Accountant in Virginia and Kentucky. He participates
          in a number of charitable and volunteer activities in the Louisville, Kentucky
          area.

# Section 16(a) Beneficial
Ownership Reporting Compliance

Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires that certain persons, including persons who own
more than ten percent (10%) of our limited partnership interests, file initial statements
of beneficial ownership (Form 3), and statements of changes in beneficial ownership (Forms
4 or 5), with the U.S. Securities and Exchange Commission (the SEC). The SEC
requires that these persons furnish us with copies of all forms filed with the SEC.

To our knowledge, based solely on
review of the copies of the forms we received, or written representations from certain
reporting persons, no additional forms were required for those persons.

# Code of Business Conduct
and Ethics

Because we do not directly employ any
persons, we rely on a Code of Business Conduct and Ethics adopted by NTS Capital
Corporation that applies to the principal executive officer, principal financial officer
and principal accounting officer of our General Partner, as well as to persons performing
services for us generally. You may obtain a copy of this code of ethics by request to our
General Partner at 10172 Linn Station Road, Louisville, Kentucky 40223. We will disclose
any amendment to, or waiver from, a provision of our code of ethics by filing a current
report on Form 8-K.

61

---

# Item 11 
Management Remuneration and Transactions

The officers and/or directors of our
corporate General Partner receive no direct remuneration in such capacities.

Pursuant to an agreement with us, NTS
Development Company, an affiliate of our General Partner, receives property management
fees on a monthly basis. The fee is equal to 5% and 6% of the gross revenues from the
apartment communities and the commercial property, respectively. Also pursuant to an
agreement, NTS Development Company receives a repair and maintenance fee equal to 5.9% of
costs incurred which relate to capital improvements and major repair and renovation
projects. These repair and maintenance fees are capitalized as part of land, buildings and
amenities.

We were charged the following amounts
pursuant to an agreement with NTS Development Company for the years ended December 31,
2003, 2002 and 2001. 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.

`For the Years Ended December 31,
                                                       ---------------------------------------------------------
                                                              2003                2002               2001
                                                       ------------------  ------------------  -----------------

Property management fees                              $           548,558 $           546,539 $          561,595
                                                       ------------------  ------------------  -----------------

Property management                                             1,035,840           1,019,792          1,078,558
Leasing                                                           156,094             193,428            191,425
Administrative - operating                                        297,022             339,753            307,410
Other                                                              12,000              41,810             73,237
                                                       ------------------  ------------------  -----------------

     Total operating expenses - affiliated                      1,500,956           1,594,783          1,650,630
                                                       ------------------  ------------------  -----------------

Professional and administrative expenses - affiliated             394,841             390,127            408,061
                                                       ------------------  ------------------  -----------------

Repairs and maintenance fees                                       37,347              12,385             32,703
Leasing commissions                                                13,938               8,515                 --
Construction management                                                --                  --              2,174
                                                       ------------------  ------------------  -----------------

     Total related party transactions capitalized                  51,285              20,900             34,877
                                                       ------------------  ------------------  -----------------

     Total related party transactions                 $         2,495,640 $         2,552,349 $        2,655,163
                                                       ==================  ==================  =================`

Our General Partner is entitled to
receive cash distributions and allocations of profits and losses from us. See Item 8
 Note 1D which describes the methods used to determine income allocations and cash
distributions.

See Item 7  Managements
Discussion and Analysis of Financial Condition and Results of Operations, along with
Consolidated Cash Flows and Financial Condition, for information concerning recent tender
offers for our limited partners.

62

---

# Item 12  Security
Ownership of Certain Beneficial Owners and Management

The following provides details
regarding owners of more than 5% of the total outstanding limited partnership interests as
of January 31, 2004. ORIG, LLC owns its interest directly.

`Name and Address of                   Amount of
     Title of Class              Beneficial Owner               Beneficial Ownership         Percent of Class
     Limited Partner                ORIG, LLC                     18,293 Interests                47.03%
                              10172 Linn Station Road
                             Louisville, Kentucky 40223`

ORIG, LLC is a Kentucky limited
liability company, the members of which are J.D. Nichols (1%), Barbara M. Nichols (J.D.
Nichols wife) (74%) and Brian F. Lavin (25%). J.D. Nichols has voting power and
investment power with respect to Barbara M. Nichols ownership in ORIG, LLC.

The table below sets forth our
General Partners ownership interest in us. Our General Partner owns its interests
directly.

`Name and Address of                   Amount of
     Title of Class              Beneficial Owner               Beneficial Ownership         Percent of Class
     General Partner        NTS-Properties Associates VI            5 Interests                    100%
                              10172 Linn Station Road
                             Louisville, Kentucky 40223`

J.D.
          Nichols and Brian F. Lavin are the Chairman and President, respectively, of NTS
          Capital Corporation, a general partner of NTS-Properties Associates VI, our
          General Partner. The general partners of our General Partner and their total
          respective interests (general and limited) in NTS-Properties Associates VI are
          as follows:

| | J.D. Nichols               | 54.05%
| | -------------------------- | ------
| | 10172 Linn Station Road    |       
| | Louisville, Kentucky 40223 |       

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

63

---

# Item 13  Certain
Relationships and Related Transactions

Pursuant to an agreement with us, NTS
Development Company, an affiliate of our General Partner, receives property management
fees on a monthly basis. The fee is equal to 5% and 6% of the gross revenues from the
apartment communities and the commercial property, respectively. Also pursuant to an
agreement, NTS Development Company receives a repair and maintenance fee equal to 5.9% of
costs incurred which relate to capital improvements and major repair and renovation
projects. These repair and maintenance fees are capitalized as part of land, buildings and
amenities.

We were charged the following amounts
pursuant to an agreement with NTS Development Company for the years ended December 31,
2003, 2002 and 2001. 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.

`For the Years Ended December 31,
                                                       ---------------------------------------------------------
                                                              2003                2002               2001
                                                       ------------------  ------------------  -----------------

Property management fees                              $           548,558 $           546,539 $          561,595
                                                       ------------------  ------------------  -----------------

Property management                                             1,035,840           1,019,792          1,078,558
Leasing                                                           156,094             193,428            191,425
Administrative - operating                                        297,022             339,753            307,410
Other                                                              12,000              41,810             73,237
                                                       ------------------  ------------------  -----------------

     Total operating expenses - affiliated                      1,500,956           1,594,783          1,650,630
                                                       ------------------  ------------------  -----------------

Professional and administrative expenses - affiliated             394,841             390,127            408,061
                                                       ------------------  ------------------  -----------------

Repairs and maintenance fees                                       37,347              12,385             32,703
Leasing commissions                                                13,938               8,515                 --
Construction management                                                --                  --              2,174
                                                       ------------------  ------------------  -----------------

     Total related party transactions capitalized                  51,285              20,900             34,877
                                                       ------------------  ------------------  -----------------

     Total related party transactions                 $         2,495,640 $         2,552,349 $        2,655,163
                                                       ==================  ==================  =================`

During the years ended December 31,
2003, 2002 and 2001, we were charged $29,643, $29,586 and $22,864, respectively, for
property maintenance fees from an affiliate of NTS Development Company.

From October 1998 through December
2001, we participated, along with ORIG, LLC, (ORIG) an affiliate of ours, (the
Offerors), in five tender offers. Through the five tender offers, we
repurchased 1,700 Interests for $618,500 and ORIG purchased 13,766 Interests for
$5,167,480. The price per Interest was $350 for the first tender offer, $370 for the
second tender offer and $380 for the third, fourth and fifth tender offers. Interests that
we repurchased were retired. Interests purchased by ORIG are being held by it.

64

---

On May 10, 2002, ORIG commenced a
tender offer to purchase up to 2,000 Interests at a price of $380 per Interest. ORIG had
the option to acquire additional Interests on a pro rata basis if more than 2,000
Interests were tendered. The tender offer was scheduled to expire on August 2, 2002. On
July 24, 2002, ORIG amended its tender offer to extend the expiration date from August 2,
2002, to September 3, 2002. ORIGs tender offer expired September 3, 2002. A total of
2,560 Interests were tendered. ORIG accepted all Interests tendered at a purchase price of
$380 per Interest for a total of $972,800. We did not participate in this tender offer.

# Item 14  Principal
Accountant Fees and Services

Independent Auditor Fee
Information

Fees for professional services
provided by our independent auditors in each of the last two fiscal years, in each of the
following categories are approximately:

`2003                2002
                                           ------------------  ------------------
Audit fees                                $           129,800 $            45,000
Audit-related fees                                        800                  --
Tax fees                                              127,800              38,500
All other fees                                             --                  --`

Fees for audit services included fees
associated with the annual audit and the reviews of the Partnerships quarterly
reports on Form 10-Q. Included in the audit fees in 2003 is approximately $78,200 of fees
for services provided in connection with the joint consent solicitation
statement/prospectus on Form S-4 filed with the Securities and Exchange Commission on
February 4, 2004. Audit-related fees included accounting consultation. Tax fees included
tax compliance, tax advice and tax planning, including approximately $97,000 of fees in
2003 for tax services provided in connection with the Proposed Merger. There were no fees
billed for other services not described above.

65

---

# PART IV

# Item 15  Exhibits,
Consolidated Financial Statement Schedules, and Reports on Form 8-K

# 1  Consolidated
Financial Statements

The consolidated financial statements
for the years ended December 31, 2003 and 2002, along with the report from Ernst &
Young LLP dated March 26, 2004, and the consolidated financial statements for the year
ended December 31, 2001, along with a copy of the report from Arthur Andersen LLP dated
March 21, 2002, which has not been reissued, appear in Part II, Item 8. The following
consolidated schedules should be read in conjunction with those consolidated financial
statements.

# 2  Consolidated
Financial Statement Schedules

|                                             |         
|-------------------------------------------- | --------
|Schedules                                    | Page No.
|                                             |         
|III-Real Estate and Accumulated Depreciation | 69-72   

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

# 3  Exhibits

|            |                                                      |     
|----------- | ---------------------------------------------------- | ----
|Exhibit No. |                                                      |     
|            |                                                      |     
|3.          | Amended and Restated Agreement and 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 Agreement and Construction       | *   
|            | Agreement between NTS Development Company and        |     
|            | NTS-Properties VI, a Maryland limited partnership.   |     
|            |                                                      |     
|14.         | Code of Ethics                                       | *** 
|            |                                                      |     
|31.1        | Certification of Chief Executive Officer Pursuant to | ****
|            | Rule 13a-14(a) and Rule 15d-14(a) of the Securities  |     
|            | Exchange Act, as amended.                            |     

66

---

|     |                                                      |     
|---- | ---------------------------------------------------- | ----
|31.2 | Certification of Chief Financial Officer Pursuant to | ****
|     | Rule 13a-14(a) and Rule 15d-14(a) of the Securities  |     
|     | Exchange Act, as amended.                            |     
|     |                                                      |     
|32.1 | Certification of Chief Executive Officer Pursuant to | ****
|     | 18 U.S.C. 1350, as adopted pursuant to Section 906   |     
|     | of the Sarbanes-Oxley Act of 2002.                   |     
|     |                                                      |     
|32.2 | Certification of Chief Financial Officer Pursuant to | ****
|     | 18 U.S.C. 1350, as adopted pursuant to Section 906   |     
|     | of the Sarbanes-Oxley Act of 2002.                   |     

|     |                                                                                                                                                                                                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*    | 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).                                                                              
|     |                                                                                                                                                                                                                                                   
|***  | See www.ntsdevelopment.com for our code of ethics.                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                   
|**** | Attached as an exhibit with this Form 10-K.                                                                                                                                                                                                       

# 4  Reports on Form 8-K

We filed a Form 8-K on December 10,
2003, to announce that the general partners of NTS-Properties III, NTS-Properties IV,
NTS-Properties V, NTS-Properties VI and NTS-Properties VII, Ltd., along with certain of
their affiliates, jointly filed a Stipulation and Agreement of Settlement (the
Settlement Agreement) in the Superior Court of the State of California for the
County of Contra Costa with the class of plaintiffs in the action originally captioned
Buchanan et al. v. NTS Properties Associates et al. (Case No. C 01-05090).

We filed a Form 8-K on February 6,
2004, to announce that as part of the Settlement Agreement referred to in the Form 8-K
filed on December 10, 2003, the general partners of NTS-Properties III, NTS-Properties IV,
NTS-Properties V, NTS-Properties VI and NTS-Properties VII, Ltd., along with other real
estate entities affiliated with the general partners agreed to pursue a merger into NTS
Realty Holdings Limited Partnership, a Delaware limited partnership (the NTS
Realty). On February 4, 2004, NTS Realty filed a Form S-4, which included a joint
consent solicitation statement/prospectus, with the Securities and Exchange Commission to
seek approval of the merger.

67

---

We filed a Form 8-K on March 1, 2004,
to announce the preliminary approval in the settlement with the class of plaintiffs in the
action originally captioned Buchanan et al. v. NTS-Properties Associates, et al.(Case No. C 01-05090) by the Superior Court of the State of California for the County
of Contra Costa.

We filed a Form 8-K on March 3, 2004,
to inform investors of an offer by CMG Partners, LLC to purchase their interests in
NTS-Properties VI for $315 per interest in cash. We also reminded the investors that by
the order of the Superior Court of the State of California, they are not permitted to
dispose of their limited partner interests.

68

---

# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2003

`Park Place
                                                 Willow Lake       Apartments
                                                 Apartments        Phase III
                                               ---------------  ----------------
Encumbrances                                         (A)              (A)

Initial cost to Partnership:
  Land                                        $      3,770,328 $       2,411,441
  Buildings and improvements                        12,616,655        11,156,959

Cost capitalized subsequent to acquisition:
  Improvements                                         541,980            17,998

Gross amount at which carried
 December 31, 2003: (B)
   Land                                              3,823,632         2,420,527
   Buildings and improvements                       13,105,331        11,165,871
                                               ---------------  ----------------

     Total                                    $     16,928,963 $      13,586,398
                                               ===============  ================

Accumulated depreciation                      $      8,531,120 $       2,840,290
                                               ===============  ================

Date of construction                                3/85              5/00

Date acquired                                        N/A              N/A

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

|(A) | First mortgage held by an insurance company.
|--- | --------------------------------------------

|(B) | Total aggregate cost of real estate for tax purposes is approximately
               $76,553,000.
|--- | -------------------------------------------------------------------------------------------------

|(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, 5-30 years for amenities and the
               applicable lease term for tenant improvements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

69

---

# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2003

`Park Place
                                                 Sabal Park        Apartments
                                                 Apartments         Phase I
                                               ---------------  ----------------
Encumbrances                                         (A)              (B)

Initial cost to Partnership:
  Land                                        $      3,063,046 $       2,320,938
  Buildings and improvements                         8,417,719         9,630,935

Cost capitalized subsequent to
 acquisition:
   Improvements                                        343,202           220,728

Gross amount at which carried
 December 31, 2003:
   Land                                              3,119,780         2,369,584
   Buildings and improvements                        8,704,187         9,803,017
                                               ---------------  ----------------

     Total                                    $     11,823,967 $      12,172,601
                                               ===============  ================

Accumulated depreciation                      $      6,544,207 $       6,511,555
                                               ===============  ================

Date of construction                                06/84            04/84

Date acquired                                        N/A              N/A

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

|(A) | First mortgage held by two insurance companies.
|--- | -----------------------------------------------

|(B) | First mortgage held by an insurance company.
|--- | --------------------------------------------

|(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, 5-30 years for amenities and the
               applicable lease term from tenant improvements.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

70

---

# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2003

`Plainview Point          Total
                                                  Golf Brook       Office Building          Pages
                                                  Apartments          Phase III             69-71
                                               -----------------  ------------------  ------------------
Encumbrances                                          (A)                (A)

Initial cost to Partnership:
  Land                                        $        3,897,193 $           837,550 $        16,300,496
  Buildings and improvements                          12,776,885           2,387,013          56,986,166

Cost capitalized subsequent to
 acquisition:
   Improvements                                          432,192           1,421,036           2,977,136

Gross amount at which carried
 December 31, 2003:
   Land                                                3,941,535             855,024          16,530,082
   Buildings and improvements                         13,164,735           3,790,575          59,733,716
                                               -----------------  ------------------  ------------------

     Total                                    $       17,106,270 $         4,645,599 $        76,263,798
                                               =================  ==================  ==================

Accumulated depreciation                      $        8,912,580 $         2,481,496 $        35,821,248
                                               =================  ==================  ==================

Date of construction                                 05/88              01/88

Date acquired                                         N/A                N/A

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

|(A) | First mortgage held by an insurance company.
|--- | --------------------------------------------

|(B) | 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, 5-30 years for amenities and the
               applicable lease term for tenant improvements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) | Reconciliation net of accumulated depreciation to consolidated financial
               statements:
|--- | ---------------------------------------------------------------------------------------------------

`Total gross cost on December 31, 2003                                             $     76,263,798
  Additions to Partnership for computer hardware and software                               38,872
                                                                                   ---------------

Balance on December 31, 2003                                                            76,302,670
  Less accumulated depreciation - per above                                             35,821,248
  Less accumulated depreciation for Partnership computer hardware and software              34,985
                                                                                   ---------------

Land, buildings and amenities, net on December 31, 2003                           $     40,446,437
                                                                                   ===============`

71

---

# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
SCHEDULE III  REAL ESTATE AND ACCUMULATED DEPRECIATION
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

`Real             Accumulated
                                                      Estate            Depreciation
                                                ------------------   ------------------
Balances on January 1, 2001                   $         75,922,777 $         28,424,051

Additions during period:
  Improvements                                             295,868                   --
  Depreciation (A)                                              --            2,705,696

Deductions during period:
  Retirements                                            (183,915)             (81,365)
                                                ------------------   ------------------

Balances on December 31, 2001                           76,034,730           31,048,382

Additions during period:
  Improvements                                             265,559                   --
  Depreciation (A)                                              --            2,801,218

Deductions during period:
  Retirements                                             (92,121)             (86,541)
                                                ------------------   ------------------

Balances on December 31, 2002                           76,208,168           33,763,059

Additions during period:
  Improvements                                             724,970                   --
  Depreciation (A)                                              --            2,620,136

Deductions during period:
  Retirements                                            (630,468)            (526,962)
                                                ------------------   ------------------

Balances on December 31, 2003                 $         76,302,670 $         35,856,233
                                                ==================   ==================`

|(A) | The additions charged to accumulated depreciation on this schedule will differ
               from the depreciation and amortization on the Consolidated Statements of Cash
               Flows due to the amortization of loan costs, capitalized leasing costs and
               special tenant allowance.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

72

---

SIGNATURES

Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

|NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
|-------------------------------------------------
|
|                                                 
|By:                                              
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 

|/s/ Gregory A. Wells      
|--------------------------
|                          
|Gregory A. Wells          
|Chief Financial Officer of
|NTS Capital Corporation   
|                          
|                          
|Date: March 26, 2004      

Pursuant to the requirements of the
Securities 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    | 
|                     | 
|J. D. Nichols        |  | General Partner of NTS-Properties Associates VI
and Chairman and Sole Director of NTS Capital
Corporation
|                     | 
|/s/ Brian F. Lavin   | 
|                     | 
|Brian F. Lavin       |  | President of NTS Capital Corporation                                                                     
|                     | 
|                     | 
|/s/ Gregory A. Wells | 
|                     | 
|Gregory A. Wells     |  | Chief Financial Officer of NTS Capital Corporation                                                       

We are a limited partnership and no
proxy material has been sent to the limited partners. We will deliver to the limited
partners an annual report containing our consolidated financial statements and a message from our
general partner.

73