<PAGE>



                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-K

(Mark One)

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

                  For the fiscal year ended    December 31, 1996

                                            OR

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

                  For the transition period from __________  to ___________

                         Commission file number 0-14695

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

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

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

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


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

                                      None

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

                          Limited Partnership Interests
                                (Title of Class)

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

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

Exhibit Index: See page 40

Total Pages: 44


<PAGE>



                                TABLE OF CONTENTS


                                                                 Pages

                                     PART I

Items 1 and 2        Business and Properties                      3-12
Item 3               Legal Proceedings                              12
Item 4               Submission of Matters to a Vote
                       of Security Holders                          12


                                     PART II


Item 5               Market for the Registrant's Limited
                       Partnership Interests and Related
                       Partner Matters                              13
Item 6               Selected Financial Data                        14
Item 7               Management's Discussion and Analysis
                       of Financial Condition and Results
                       of Operations                             15-23
Item 8               Financial Statements and Supplementary
                       Data                                      24-37
Item 9               Changes in and Disagreements with
                       Accountants on Accounting and
                       Financial Disclosure                         38


                                    PART III


Item 10              Directors and Executive Officers of
                       the Registrant                               38
Item 11              Management Remuneration and Transactions    38-39
Item 12              Security Ownership of Certain Beneficial
                       Owners and Management                        39
Item 13              Certain Relationships and Related
                       Transactions                                 39


                                     PART IV


Item 14              Exhibits, Financial Statement Schedules
                       and Reports on Form 8-K                   40-43


Signatures                                                          44


                                      - 2 -

<PAGE>



                                     PART I

Items 1. and 2.  Business and Properties

General
-------

Some of the statements  included in Items 1 and 2, Business and Properties,  may
be considered to be "forward-looking statements" since such statements relate to
matters  which  have  not  yet  occurred.  For  example,  phrases  such  as "the
Partnership  anticipates",  "believes" or "expects" indicate that it is possible
that the event  anticipated,  believed  or expected  may not occur.  Should such
event not occur,  then the result which the  Partnership  expected  also may not
occur or occur in a different manner, which may be more or less favorable to the
Partnership.  The  Partnership  does not undertake any  obligations  to publicly
release the result of any revisions to these forward-looking statements that may
be made to reflect any future events or circumstances.

The  registrant,   NTS-Properties  VI,  a  Maryland  Limited   Partnership  (the
"Partnership"),  is a limited partnership formed in December 1984 under the laws
of the State of Maryland. The general partner is NTS-Properties Associates VI, a
Kentucky limited partnership. As of December 31, 1996, the Partnership owned the
following properties:

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

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

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

        -  A joint venture interest in Golf Brook Apartments,  a 195-unit luxury
           apartment  complex  located on a 16 acre tract in  Orlando,  Florida,
           constructed  by the joint venture  between the  Partnership  and NTS-
           Properties  IV.,  Ltd.  ("NTS-Properties  IV"),  an  affiliate of the
           general  partner of the  Partnership.  The  Partnership's  percentage
           interest in the joint venture was 96% at December 31, 1996.

        -  A joint venture  interest in Plainview  Point III Office  Center,  an
           office  center with  approximately  62,000 net rentable  square feet,
           located in  Louisville,  Kentucky,  constructed  by the joint venture
           between the  Partnership  and  NTS-Properties  IV. The  Partnership's
           percentage  interest in the joint  venture  was 95% at  December  31,
           1996.

The Partnership also owns approximately 15 acres of land in Lexington,  Kentucky
which is zoned for 163 apartment  units (Park Place  Apartments  Phase III). The
Partnership  continues to evaluate whether to sell or develop the tract of land.
At this time, no final decision has been made.

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

Sabal Park  Apartments is encumbered by permanent  mortgages  with two insurance
companies.  Both loans are  secured by a first  mortgage  on the  property.  The
outstanding  balance  of the  mortgages  at  December  31,  1996 was  $4,729,104
($2,837,462 and $1,891,642). Both mortgages currently bear a fixed interest rate
of 7.25% for the first 60 months and are due January 5,

                                      - 3 -

<PAGE>



Items 1. and 2. Business and Properties - Continued

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

2003.  Current  monthly  principal  payments on both  mortgages are based upon a
27-year amortization  schedule. The outstanding balance at maturity based on the
current rate of amortization would be $4,122,326 ($2,473,396 and $1,648,930).

Park Place  Apartments  Phase I is  encumbered by permanent  mortgages  with two
insurance companies. Both loans are secured by a first mortgage on the property.
The  outstanding  balance of the  mortgages at December 31, 1996 was  $4,946,181
($3,994,992 and $951,189).  Both mortgages  currently bear a fixed interest rate
of 8.375% for the first 60 months and are due October 5, 2002.  Current  monthly
principal  payments  on both  mortgages  are based upon a 27- year  amortization
schedule.  The  outstanding  principal  balance at maturity based on the current
rate of amortization would be $4,413,955 ($3,565,118 and $848,837).

Willow Lake  Apartments is encumbered by a permanent  mortgage with an insurance
company.  The  outstanding  balance at  December  31, 1996 was  $8,527,771.  The
mortgage  currently bears interest at a fixed rate of 9.20%.  Monthly  principal
payments  are based upon a 25-year  amortization  schedule.  The mortgage is due
November 1, 1997. The outstanding  balance at maturity based on the current rate
of amortization will be $8,433,356.

Subsequent to December 31, 1996, the Partnership  submitted an application  with
an insurance company for $8,500,000 of debt financing. The proceeds from the new
financing will be used to pay off the Partnership's  current $8,527,771 mortgage
payable discussed above. Based upon discussions with the insurance company,  the
Partnership  anticipates  that the financing will be completed during the fourth
quarter of 1997.

Golf  Brook  Apartments,  a joint  venture  between  the  Partnership  and  NTS-
Properties IV, is encumbered by a mortgage payable to an insurance company.  The
mortgage  replaced the loan which the Partnership had obtained to fund a portion
of its capital  contribution to the Joint Venture. The mortgage is recorded as a
liability by the Partnership in accordance with the Joint Venture Agreement. The
outstanding  balance at December 31, 1996 was  $9,200,000.  The mortgage bears a
fixed interest rate of 8.625% and the unpaid balance of $9,200,000 is due August
1, 1997.

As of December  31, 1996,  the  Partnership  has  obtained a commitment  from an
insurance  company for $9,000,000 of debt  financing.  The proceeds from the new
financing  along with cash  reserves  will be used to pay off the  Partnership's
current  $9,200,000  mortgage  payable  discussed  above. The mortgage will bear
interest  at a fixed  rate of 7.43% and will be fully  amortized  over a 12 year
period. Based upon the terms of the commitment, the Partnership anticipates that
the financing will be completed in April 1997.

Plainview  Point  III  Office  Center  and the 15  acres  of land in  Lexington,
Kentucky are not encumbered by any outstanding mortgages at December 31, 1996.

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

Currently,  the  Partnership's  plans for  renovations  and other major  capital
expenditures include tenant finish improvements at the Partnership's  commercial
property as required by lease  negotiations.  Changes to current  tenant  finish
improvements are a typical part of any lease negotiation. Improvements generally
include a revision to the current floor plan to

                                      - 4 -

<PAGE>



Items 1. and 2. Business and Properties - Continued

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

accommodate a tenant's needs, new carpeting and paint and/or  wallcovering.  The
extent  and cost of the  improvements  are  determined  by the size of the space
being  leased and  whether  the  improvements  are for a new tenant or  incurred
because of a lease  renewal.  The tenant finish  improvements  will be funded by
cash flow from operations and/or cash reserves.  The Partnership had no material
commitments for renovations or capital improvements at December 31, 1996.

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

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

The Partnership  intends to hold the Properties until such time as sale or other
disposition   appears  to  be   advantageous   with  a  view  to  achieving  the
Partnership's  investment objectives or it appears that such objectives will not
be met. In deciding  whether to sell a Property,  the Partnership  will consider
factors such as potential capital appreciation, cash flow and federal income tax
considerations,  including  possible  adverse federal income tax consequences to
the  Limited  Partners.  The General  Partner of the  Partnership  is  currently
exploring  the  marketability  of  certain  of its  properties,  and has not yet
determined  if any of the  properties  might be sold in the next 12 months,  and
there are no contracts for sale under negotiation at the present time.

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

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

Monthly  rental  rates at Sabal Park  Apartments  start at $879 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 and electricity.  Most leases are for a period of one
year. Units will be rented in some cases, however, on a shorter term basis at an
additional  charge. The occupancy levels at the apartment complex as of December
31 were 90% (1996), 98% (1995), 91% (1994), 94% (1993), and 93% (1992).

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

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

                                      - 5 -

<PAGE>



Items 1. and 2. Business and Properties - Continued

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

Phase II of the Park Place development.  Park Place Apartments Phase II is owned
by  NTS-Properties  VII,  Ltd.,  an  affiliate  of the  general  partner  of the
Partnership.  The cost to construct  and operate the common  amenities is shared
proportionately by each phase.

Monthly  rental  rates  at Park  Place  Apartments  Phase I  start  at $699  for
one-bedroom   apartments,   $889  for  two-bedroom  apartments  and  $1,089  for
two-bedroom  townhomes,  with  additional  monthly  rental  amounts  for special
features and locations.  Tenants pay all costs of heating,  air conditioning and
electricity.  Most leases are for a period of one year.  Units will be rented in
some  cases,  however,  on a shorter  term basis at an  additional  charge.  The
occupancy levels at the apartment complex as of December 31 were 90% (1996), 92%
(1995), 93% (1994), $93% (1993), and 96% (1992).

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

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

Monthly  rental rates at Willow Lake  Apartments  start at $740 for  one-bedroom
apartments,   $955  for  two-bedroom   apartments  and  $1,145  for  two-bedroom
townhomes,  with  additional  monthly  rental  amounts for special  features and
locations.  Tenants pay all costs of heating,  air conditioning and electricity.
Most  leases are for a period of one year.  Units will be rented in some  cases,
however,  on a shorter term basis at an additional  charge. The occupancy levels
at the  apartment  complex as of December 31 were 91% ( 1996),  93% (1995),  92%
(1994), 84% (1993), and 87% (1992).

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

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

Monthly rental rates at Golf Brook  Apartments  start at $1,120 for  two-bedroom
apartments and $1,350 for  three-bedroom  apartments,  with  additional  monthly
rental  amounts for special  features  and  locations.  Tenants pay all costs of
heating,  air conditioning and electricity.  Most leases are for a period of one
year. Units will be rented in some cases, however, on a shorter term basis at an
additional  charge. The occupancy levels at the apartment complex as of December
31 were 97% (1996), 91% (1995), 93% (1994), 91% (1993), 94% (1992).

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

Base annual rents,  which  include the cost of  utilities,  range from $13.90 to
$15.00 per square foot for first and second  floor  office  space and $13.00 per
square foot for lower level office space. The average base annual rental for all
types of space leased as of December 31, 1996 was $14.16 per square foot. Office
space is  ordinarily  leased for between two and six years with the  majority of
current  square  footage being leased for a term of five years.  Current  leases
terminate between 1997 and 2001. Some leases

                                      - 6 -

<PAGE>



Items 1. and 2. Business and Properties - Continued

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

provide  for  renewal  options of between  two and five years at rates which are
based upon increases in the consumer  price index and/or are negotiated  between
lessor and  lessee.  All leases  provide for  tenants to  contribute  toward the
payment of increases in common area maintenance expenses,  insurance,  utilities
and real estate taxes.  As of December 31, 1996,  there were six tenants leasing
space aggregating approximately 56,882 square feet of rentable area. The tenants
who occupy Plainview Point III Office Center are  professional  service oriented
organizations.  The  principal  occupations/professions  practiced  include real
estate and  insurance.  Four tenants lease more than 10% of the office  center's
rentable area: The Prudential Company of America (10.4%),  Underwriters Safety &
Claims,  Inc.  (18.4%),  Re/max  Properties  East, Inc. (24.5%) and Univa Health
Network  (26.8%).  The  occupancy  levels at the office center as of December 31
were 91% (1996), 91% (1995), 91% (1994), 87% (1993) and 95% (1992).

The following table contains approximate data concerning the leases in effect on
December 31, 1996.

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

The Prudential Company
  of America              1997      6,474 (10.4%)  $ 95,964 (11.9%)  1 Five-Year
Underwriters Safety &
  Claims, Inc.            2001     11,535 (18.4%)  $149,952 (18.6%)  None
Re/max Properties East,
  Inc.                    1999     15,300 (24.5%)  $225,600 (28.0%)  1 Two-Year

Univa Health Network      2000     16,727 (26.8%)  $232,500 (28.9%)  1 Five-Year


Other Tenants:

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

    None       1997-1999        --                --              --
     2            2000     6,846 (10.9%)   $101,604 (12.6%) 1 Three-Year


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


                             Federal       Realty         Annual
                            Tax Basis      Tax Rate     Realty Taxes
                            ---------      --------     ------------
Wholly-Owned Properties
-----------------------
Sabal Park Apartments     $11,213,438       $.01894       $151,108

Park Place Apartments
Phase I                    11,221,275        .00991        111,375

Willow Lake Apartments     15,530,469        .09037        226,700

                           (Table continued next page)


                                      - 7 -

<PAGE>



                               Federal    Realty        Annual
                             Tax Basis  Tax Rate     Realty Taxes
                             ---------  --------     ------------
Properties Owned in Joint
Venture with NTS-
Properties IV
-------------
Golf Brook Apartments      $16,100,810  $ .01894     $ 259,816

Plainview Point III
Office Center                4,189,222    .01120        34,911

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

Depreciation for book purposes is computed using the  straight-line  method over
the  estimated  useful  lives of the  assets  which  are 5 - 30  years  for land
improvements, 30 years for buildings, 5 - 30 years for building improvements and
3 - 30 years for  amenities.  The  estimated  realty taxes on all other  planned
renovations,   primarily  tenant  improvements,   would  not  be  material.  See
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  (Item 7) for  explanations  regarding the fluctuations of income and
occupancy at the Partnership's properties.

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

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

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

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

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

      (d)    September 30, 2025.

The  Partnership   contributed   approximately   $15.8  million,   the  cost  of
constructing  and leasing the  apartments.  NTS-Properties  IV contributed  land
valued at $1,900,000  with a related note payable to a bank of  $1,200,000.  The
Partnership  also  contributed  funds to retire the $1,200,000 note payable to a
bank. No future contributions are anticipated as of December 31, 1996.







                                      - 8 -

<PAGE>



Items 1. and 2. Business and Properties - Continued

Investment in Joint Venture - Continued
---------------------------------------

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

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

Net income or net loss is  allocated  between the  Partners in  accordance  with
their respective Percentage Interests. The Partnership's ownership share was 96%
at December 31, 1996.

The  Partnership  has no liability for funding losses of the joint venture as of
December 31, 1996.

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

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

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

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

      (d)    December 30, 2026.

The Partnership  contributed  approximately $4.1 million,  the cost to construct
and lease the building.  NTS-Properties  IV contributed  land valued at $790,000
with an  outstanding  note of  $550,000  which  was  secured  by the  land.  The
Partnership  also  contributed  the funds to retire the $550,000 note payable to
the bank. No future contributions are anticipated as of December 31, 1996.

                                      - 9 -

<PAGE>




Items 1. and 2. Business and Properties - Continued

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

As of December 31, 1996,  Plainview Point III Office Center is not encumbered by
any mortgage indebtedness.

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

Net income or net loss is  allocated  between the  Partners in  accordance  with
their respective Percentage Interests. The Partnership's ownership share was 95%
at December 31, 1996.

The  Partnership  has no liability for funding losses of the joint venture as of
December 31, 1996.

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

The  Partnership's  properties are subject to competition  from similar types of
properties  (including,  in  certain  areas,  properties  owned  or  managed  by
affiliates of the General  Partner) in the  respective  vicinities in which they
are located. Such competition is generally for the retention of existing tenants
or  for  new  tenants  when  vacancies  occur.  The  Partnership  maintains  the
suitability  and  competitiveness  of its  properties  primarily on the basis of
effective  rents,  amenities  and service  provided to tenants.  Competition  is
expected to increase in the future as a result of the construction of additional
properties.  As of December 31, 1996, there are no properties under construction
in the respective  vicinities in which the properties are located except for the
following:   In  close  proximity  to  Sabal  Park  Apartments  and  Golf  Brook
Apartments, there are 150 apartment units currently under construction which are
scheduled to be completed during the first quarter of 1997. In the vicinity near
Park Place  Apartments,  there are currently 738 apartment units currently under
construction  which are  scheduled to be  completed  during the second and third
quarters of 1997.  Also,  in the vicinity of Willow Lake  Apartments,  there are
currently  1,200  apartment  units under  construction.  It is anticipated  that
construction of these units will be completed during the second quarter of 1997.
At this time it is unknown the effect  these new units will have on occupancy at
the  Partnership's  properties.  The Partnership  has not  commissioned a formal
market  analysis  of  competitive  conditions  in any  market  in  which it owns
properties,  but relies upon the market condition  knowledge of the employees of
NTS Development Company who manage and supervise leasing for each property.





                                     - 10 -

<PAGE>



Items 1. and 2. Business and Properties - Continued

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

NTS  Development  Company,  an affiliate of  NTS-Properties  Associates  VI, the
general partner of the Partnership,  directs the management of the Partnership's
properties  pursuant  to a  written  agreement.  NTS  Development  Company  is a
wholly-owned subsidiary of NTS Corporation.  Mr. J. D. Nichols has a controlling
interest  in  NTS  Corporation  and  is  a  general  partner  of  NTS-Properties
Associates  VI. Under the agreement,  the Property  Manager  establishes  rental
policies and rates and directs the marketing activity of leasing  personnel.  It
also  coordinates the purchase of equipment and supplies,  maintenance  activity
and the selection of all vendors,  suppliers  and  independent  contractors.  As
compensation for its services, the Property Manager received a total of $485,250
for the year ended  December 31, 1996.  $45,443 was received from the commercial
property and $439,807 was received from residential properties. The fee is equal
to 6% of gross  revenues from the  commercial  property and 5% of gross revenues
from residential properties.

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

The term of the Management  Agreement  between NTS  Development  Company and the
Partnership was for an initial term of five years, and thereafter for succeeding
one-year periods, unless cancelled.  The Agreement is subject to cancellation by
either  party upon sixty days  written  notice.  As of December  31,  1996,  the
Management Agreement is still in effect.

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

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

NTS Development  Company,  the Property  Manager and an affiliate of the General
Partner,  acts in a similar capacity for other  affiliated  entities in the same
geographic  region where the Partnership has property  interests.  The agreement
with the Property Manager is on terms no less favorable to the



                                     - 11 -

<PAGE>



Items 1. and 2. Business and Properties - Continued

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

Partnership  than those which  could be obtained  from a third party for similar
services in the same  geographical  region in which the  properties are located.
The contract is terminable by either party without  penalty upon 60 days written
notice.

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

Employees
---------

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

Item 3.  Legal Proceedings

None.

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

None.


                                     - 12 -

<PAGE>



                                     PART II

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

There is no established  trading market for the limited  partnership  interests,
nor is one likely to develop.  The Partnership had 4,136 limited  partners as of
February 28, 1997. Cash  distributions  and allocations of net income (loss) are
made as described in Note 1C to the Partnership's 1996 financial statements.

Annual distributions totalling $20.00, $20.00 and $18.75 per limited partnership
unit  were paid  during  the  years  ended  December  31,  1996,  1995 and 1994,
respectively.  Quarterly  distributions  are  determined  based on current  cash
balances,  cash flow being  generated by operations and cash reserves needed for
future   leasing   costs,   tenant   finish  costs  and  capital   improvements.
Distributions were paid quarterly as follows:


                          1996            1995              1994
                       ----------      ----------         --------

First quarter            $ 5.00           $ 5.00           $ 3.75
Second quarter             5.00             5.00             5.00
Third quarter              5.00             5.00             5.00
Fourth quarter             5.00             5.00             5.00
                         ------           ------           ------

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

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
years ended December 31, 1996, 1995 and 1994.

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

Limited Partners:
       1996            $   224,783         $   886,000         $  661,217
       1995               (324,417)            948,700            948,700
       1994               (803,780)            889,380            889,380

General Partners:
       1996            $     2,271         $     8,950         $    6,679
       1995                 (3,277)              9,583              9,583
       1994                 (8,119)              8,984              8,984

















                                     - 13 -

<PAGE>



Item 6.  Selected Financial Data
<TABLE>

Years ended December 31, 1996, 1995, 1994, 1993 and 1992.

<CAPTION>

                                         1996            1995           1994            1993            1992
                                    -------------   -------------   -------------   -------------   -------------

<S>                                 <C>             <C>             <C>             <C>             <C>
Total revenues                      $  9,670,261    $  8,939,055    $  8,796,072    $  8,515,951    $  7,831,434

Total expenses                        (9,443,207)     (9,266,749)     (9,607,971)     (9,549,251)     (9,794,478)
                                    ------------    ------------    ------------    ------------    ------------

Net income (loss)                   $    227,054    $   (327,694)   $   (811,899)   $ (1,033,300)   $ (1,963,044)
                                    ============    ============    ============    ============    ============

Net income (loss)
allocated to:
  General partner                   $      2,271    $     (3,277)   $     (8,119)   $    (10,333)   $    (19,630)
  Limited partners                  $    224,783    $   (324,417)   $   (803,780)   $ (1,022,967)   $ (1,943,414)

Net income (loss) per
limited partnership
unit                                $       4.97    $      (6.84)   $     (16.94)   $     (21.57)   $     (40.97)

Weighted average
number of limited
partnership units                         45,243          47,435          47,435          47,435          47,435

Cumulative net income
(loss) allocated to:
  General partner                   $    (75,936)   $    (78,207)   $    (74,930)   $    (66,811)   $    (56,478)
  Limited partners                  $(12,308,341)   $(12,533,124)   $(12,208,707)   $(11,404,927)   $(10,381,960)

Cumulative net
taxable income (loss)
allocated to:
  General partner                   $  1,192,830    $     78,617    $     64,858    $     55,986    $     46,533
  Limited partners                  $(16,357,888)   $(15,401,294)   $(14,859,402)   $(13,885,668)   $(12,769,887)

Distributions
declared:
 General partner                    $      8,950    $      9,583    $      8,984    $      7,187    $      5,390
 Limited partners                   $    886,000    $    948,700    $    889,380    $    711,525    $    533,643

Cumulative
distributions
declared:
 General partner                    $    103,444    $     94,494    $     84,911    $     75,927    $     68,740
 Limited partners                   $ 10,240,906    $  9,354,906    $  8,406,206    $  7,516,826    $  6,805,301

At year end:
 Cash and equivalents               $    640,541    $    393,552    $  1,617,604    $  1,394,905    $  1,530,572

 Investment
  securities                        $  1,085,267    $  1,151,355    $       --      $       --      $       --

 Land, buildings and
  amenities, net                    $ 40,436,784    $ 42,196,272    $ 43,872,072    $ 45,799,467    $ 47,621,659

 Total assets                       $ 44,771,802    $ 46,813,791    $ 48,267,884    $ 50,221,728    $ 52,751,897

 Mortgages payable                  $ 27,403,056    $ 27,653,044    $ 27,883,025    $ 28,101,474    $ 28,900,767

</TABLE>

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

                                     - 14 -

<PAGE>



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

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

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


                            Percentage
                             Ownership
                           at 12/31/96      1996      1995        1994
                           -----------    --------  --------     ------

Wholly-Owned Properties

Sabal Park Apartments             100%         90%       98%       91%

Park Place Apartments
Phase I                           100%         90%       92%       93%

Willow Lake Apartments            100%         91%       93%       92%

Properties Owned in Joint
Venture with NTS-
Properties IV

Golf Brook Apartments              96%         97%       91%       93%

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

Rental and other income generated by the Partnership's  properties for the years
ended December 31, 1996, 1995 and 1994 were as follows:


                           Percentage
                            Ownership
                          at 12/31/96       1996         1995        1994
                          -----------     --------     --------     ------

Wholly-Owned Properties

Sabal Park Apartments            100%   $1,765,302   $1,675,795   $1,650,135

Park Place Apartments
Phase I                          100%   $1,843,808   $1,739,626   $1,694,519

Willow Lake Apartments           100%   $2,434,696   $2,287,408   $2,101,194

Properties Owned in Joint
Venture with NTS-
Properties IV

Golf Brook Apartments             96%   $2,801,744   $2,722,451   $2,631,630

Plainview Point III
Office Center                     95%   $  729,647   $  428,269   $  670,057


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


                                     - 15 -

<PAGE>



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

Sabal Park Apartments'  year-ending occupancy decreased 8% from 1995 to 1996 and
average  occupancy  increased  from  92% in 1995 to 94% in  1996.  Occupancy  at
residential  properties fluctuate on a continuous basis.  Year-ending  occupancy
percentages represent occupancy only on a specific date;  therefore,  it is more
meaningful   to  consider   average   occupancy   percentages   which  are  more
representative  of the entire  year's  results.  In the  opinion of the  General
Partner of the Partnership,  the decrease in 1996 year-ending occupancy was only
a temporary fluctuation and did not represent a downward occupancy trend. Rental
and  other  income at Sabal  Park  Apartments  increased  from 1995 to 1996 as a
result of the increase in average occupancy,  increased rental rates,  increased
fees  collected upon early lease  terminations  and increased fees collected for
short term and month-to-month leases.

Sabal Park Apartments'  year-ending  occupancy increased from 91% in 1994 to 98%
in 1995;  however,  average occupancy decreased from 93% in 1994 to 92% in 1995.
Rental and other income at Sabal Park Apartments increased from 1994 to 1995 due
to increased rental rates and increased charges to applicants for credit checks.

Year-ending  occupancy at Park Place  Apartments I decreased from 92% in 1995 to
90% in 1996 and  average  occupancy  decreased  from 94% in 1995 to 93% in 1996.
Rental and other income at Park Place  Apartments Phase I increased from 1995 to
1996 as a  result  of  increased  income  collected  from  the  rental  of fully
furnished units,  increased  income collected for short term and  month-to-month
leases and increased  rental rates.  Fully furnished units are apartments  which
rent at an  additional  premium above base rent.  Therefore,  it is possible for
occupancy  to  decrease  and  revenues  to  increase  when the  number  of fully
furnished units has increased.

Park Place Apartments Phase I's year-ending occupancy decreased from 93% in 1994
to 92% in 1995;  however average occupancy  remained constant (94%) from 1994 to
1995.  Rental and other income at Park Place  Apartments  Phase I increased from
1994 to 1995 as a  result  of  increased  rental  rates,  increased  charges  to
applicants for credit checks and decreased rental concessions.  The increases in
rental and other income at Park Place  Apartments  Phase I from 1994 to 1995 are
partially offset by decreased income from fully furnished units. .

Willow Lake Apartments'  year-ending  occupancy  decreased 2% from 1995 to 1996;
however,  average  occupancy  increased  2% from 1995 to 1996.  Rental and other
income  increased  as a result of the increase in average  occupancy,  increased
rental  rates,  increased  income  collected  from  fully  furnished  units  and
increased fees collected for short term and month-to-month leases.

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



                                     - 16 -

<PAGE>



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

Year-ending occupancy at Golf Brook Apartments increased from 91% in 1995 to 97%
in 1996  while  average  occupancy  remained  constant  at 94% in 1995 and 1996.
Rental  and other  income  increased  as a result  of  increased  rental  rates,
increased non-refundable pet fees and increased pet rent collected.

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

Year-ending  occupancy at Plainview Point III Office Center was 91% for 1995 and
1996 as a  result  of  expansions  by two  current  tenants  of  existing  space
totalling  approximately  2,500 square feet offset by one tenant move-out at the
end of the  lease  term  totalling  approximately  2,500  square  feet.  Average
occupancy  increased  from 55% in 1995 to 93% in 1996.  Rental and other  income
increased at Plainview  Point III Office Center from 1995 to 1996 as a result of
the increase in average occupancy.

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

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

Interest and other income includes  interest income from investments made by the
Partnership  with cash reserves.  The increase in interest and other income from
1995 to 1996 can be attributed to increased  miscellaneous  income  collected by
the Partnership  partially  offset by decreased  interest income  resulting from
decreased  cash reserves  being  available for  investment  and decreased  other
income at the  Partnership's  residential  properties.  The increase in interest
income  from  1994  to 1995 is the  result  of  increased  cash  reserves  being
available for investment.

Operating  expenses increased from 1995 to 1996 as a result of increased general
building costs at all the Partnership's  properties,  increased furniture rental
costs  associated  with  fully  furnished  units at Willow  Lake and Park  Place
Apartments,  increased  replacement  costs at Golf  Brook,  Willow Lake and Park
Place Apartments,  increased utility costs at Park Place Apartments, Willow Lake
Apartments and Plainview Point III Office Center,





                                     - 17 -

<PAGE>



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

increased  exterior  maintenance  costs  at  Golf  Brook  Apartments,  increased
advertising  costs at Golf  Brook,  Park Place and Willow  Lake  Apartments  and
increased  amortization  of prepaid  leasing  commissions at Plainview Point III
Officer  Center . These  increases  are partially  offset by decreased  exterior
painting costs at Willow Lake and Park Place  Apartments and decreased  interior
painting and carpet replacement costs at Sabal Park Apartments.

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

Operating  expenses -  affiliated  decreased  from 1995 to 1996 due to decreased
property management and leasing costs.  Operating expenses - affiliated remained
fairly  constant  for the 12 months  ended  December 31, 1995 as compared to the
same period in 1994.  Operating  expenses - affiliated are expenses incurred for
services performed by employees of NTS Development  Company, an affiliate of the
General Partner of the Partnership.

Amortization  of  capitalized  leasing costs has decreased from 1994 to 1995 and
from  1995 to 1996 as a result  of a portion  of the  costs  capitalized  during
start-up  having become fully  amortized.  Capitalized  leasing costs were fully
amortized during the second quarter of 1995.

Interest expense decreased from 1995 to 1996 due to the Partnership's decreasing
debt level as a result of  principal  payments  made.  The  increase in interest
expense  from  1994  to  1995 is the  result  of an  interest  rate  change  (in
accordance with the mortgage agreement) effective December 1, 1994. The interest
rate on the Willow Lake  Apartments  permanent  financing  ($8,527,771  mortgage
payable)  increased from 8.75% to 9.20%.  The increase in interest  expense from
1994 to 1995 is partially offset by the Partnership's decreasing debt level as a
result of principal  payments  made.  See the Capital  Resources  and  Liquidity
section of this item for details regarding the Partnership's debt.

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

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

The  increase  in real estate  taxes from 1995 to 1996 is a result of  increased
property  assessments for Golf Brook and Sabal Park Apartments.  The increase in
real estate taxes is partially  offset by a decreased  property  assessment  and
decreased tax rate for Willow Lake  Apartments.  The  assessment  for Park Place
Apartments Phase I and Plainview Point III Office Center remained  constant from
1995 to 1996. Real estate taxes have remained fairly constant from 1994 to 1995.



                                     - 18 -

<PAGE>



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

The increase in professional  and  administrative  expenses from 1995 to 1996 is
the result of increased costs associated with the Interest Repurchase Program.

Professional and administrative expenses have remained fairly constant from 1994
to 1995.

Professional  and  administrative  expenses - affiliated  increased from 1995 to
1996 as a result of increased  salary  costs.  Professional  and  administrative
expenses  -  affiliated  have  remained  fairly  constant  from  1994  to  1995.
Professional and administrative  expenses - affiliated are expenses incurred for
services performed by employees of NTS Development  Company, an affiliate of the
General Partner of the Partnership.

Depreciation  and  amortization  decreased from 1995 to 1996 due to a portion of
the assets with shorter lives at the Partnership's residential properties having
become fully  depreciated.  The decrease in depreciation and  amortization  from
1995  to  1996  is  partially  offset  by  depreciation  of  new  tenant  finish
improvements at Plainview Point III Office Center. Depreciation and amortization
decreased from 1994 to 1995 due to a portion of the assets with shorter lives at
the Partnership's  residential properties having become fully depreciated and as
a result of a portion of the original tenant improvements at Plainview Point III
Office Center  becoming fully  depreciated.  Depreciation  is computed using the
straight-line  method over the useful lives of the assets which are 5 - 30 years
for land  improvements,  30 years for  buildings,  5 - 30 years for building and
improvements  and  5 - 30  years  for  amenities.  The  aggregate  cost  of  the
Partnership's properties for Federal tax purposes is approximately $59,300,000.

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

Cash provided from operations was $2,257,823,  $1,648,106, and $1,288,415 during
the years ended December 31, 1996, 1995 and 1994,  respectively.  These funds in
conjunction  with  cash  on  hand  were  used  to  make a 2%  (annualized)  cash
distribution  of  approximately   $895,000  in  1996,  a  2%  (annualized)  cash
distribution of approximately  $958,000 in 1995 and a 1.875%  (annualized)  cash
distribution of approximately $898,000 in 1994. The annualized distribution rate
is calculated  as a percent of the original  capital  contribution.  The limited
partners   received   99%  and  the  general   partner   received  1%  of  these
distributions.  The primary  source of future  liquidity  and  distributions  is
expected to be derived from cash generated by the Partnership's properties after
adequate cash reserves are established  for future leasing costs,  tenant finish
costs and capital  improvements.  Cash reserves (which are unrestricted cash and
equivalents  and  investment  securities as shown on the  Partnership's  balance
sheet as of December 31) were $1,725,808, $1,544,907, and $1,617,604 at December
31, 1996, 1995 and 1994, respectively.

As of December 31, 1996, the Partnership had a mortgage  payable to an insurance
company in the amount of $9,200,000. The mortgage payable bears a fixed interest
rate of 8.625% and is secured by the land, buildings and amenities of Golf Brook
Apartments. The unpaid balance of the loan is due August 1, 1997.

As of December  31, 1996,  the  Partnership  had  obtained a commitment  from an
insurance  company for $9,000,000 of debt  financing.  The proceeds from the new
financing  along with cash  reserves  will be used to pay off the  Partnership's
current  $9,200,000  mortgage  payable  discussed  above. The mortgage will bear
interest  at a fixed  rate of 7.43% and will be fully  amortized  over a 12 year
period. Based upon the terms of the commitment, the Partnership anticipates that
the financing will be complete in April 1997.

                                     - 19 -

<PAGE>



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

As of December  31,  1996,  the  Partnership  also had a mortgage  payable to an
insurance  company  in the  amount  of  $8,527,771.  The  mortgage  bore a fixed
interest  rate of 8.75%  through the first three Loan Years (note dated  October
16,  1991).  The  interest  rate was  adjusted at the end of the third Loan Year
(November  1, 1994) to a fixed  interest  rate of 9.20%;  an  interest  rate two
hundred ten (210) basis points  greater  than the yield on 3-year U.S.  Treasury
Notes as published  in the  Treasury  Yield Curve of Moody's Bond Survey for the
reference date closest to the end of the third Loan Year.  The mortgage  payable
is due November 1, 1997 and is secured by the land,  buildings  and amenities of
Willow Lake Apartments.  Monthly principal payments through the first three Loan
Years were based on a 28-year amortization  schedule.  Effective upon acceptance
of the adjusted interest rate (November 1, 1994), monthly principal payments are
now based upon a 25- year  amortization  schedule.  The  outstanding  balance at
maturity based on the current rate of amortization will be $8,433,356.

Subsequent to December 31, 1996, the Partnership  submitted an application  with
an insurance company for $8,500,000 of debt financing. The proceeds from the new
financing will be used to pay off the Partnership's  current $8,527,771 mortgage
payable discussed above. Based upon discussions with the insurance company,  the
Partnership  anticipates  that the  financing  will be  completed  in the fourth
quarter of 1997.

As of December 31, 1996,  the  Partnership  had two mortgage  loans each with an
insurance  company in the  amount of  $3,994,992  and  $951,189.  The  permanent
financings  were  obtained  September  8, 1992 in the amount of  $4,200,000  and
$1,000,000.  Both  mortgages  payable  are due  October  5,  2002,  bear a fixed
interest  rate of 8.375% for the first 60 months,  and are  secured by the land,
buildings and amenities of Park Place Apartments Phase I. At the end of the 56th
month  from the date of the  notes,  the  insurance  companies  will  notify the
Partnership  of the interest rate which is their then  prevailing  interest rate
for loans with a term of five years on properties  comparable to the  apartments
(the "Modified Rate"). The Partnership will have 30 days to accept or reject the
Modified Rate. If the Modified Rate is rejected by the  Partnership,  the entire
unpaid principal  balance is due with the 60th  installment of interest.  If the
Partnership  accepts the Modified Rate, it becomes effective the 61st month from
the date of the note.  Current monthly principal  payments on both mortgages are
based upon a 27-year  amortization  schedule.  If the  Partnership  accepts  the
Modified Rate, the principal balance of both mortgages will be amortized using a
22-year amortization  schedule beginning the 61st month. The outstanding balance
at  maturity  based on the  current  rate of  amortization  would be  $4,413,955
($3,565,118 and $848,837).

As of December 31, 1996, the  Partnership  also had two mortgage loans each with
an insurance  company in the amount of $2,837,462 and $1,891,642.  The permanent
financings  were  obtained  December  21, 1992 in the amount of  $3,000,000  and
$2,000,000.  Both mortgages  payable are due January 5, 2003, bear interest at a
fixed  rate of 7.25%  for the  first 60  months  and are  secured  by the  land,
buildings and amenities of Sabal Park  Apartments.  At the end of the 56th month
from the date of the notes, the insurance  companies will notify the Partnership
of the interest rate which is their then prevailing interest rate for loans with
a term of five years on properties  comparable to the apartments  (the "Modified
Rate"). The Partnership will have 30 days to accept or reject the Modified Rate.
If the Modified Rate is rejected by the Partnership, the entire unpaid principal
balance is due with the 60th installment of interest. If the Partnership accepts
the  Modified  Rate,  it becomes  effective  the 61st month from the date of the
note.  Current  monthly  principal  payments on both  mortgages are based upon a
27-year amortization schedule. If the Partnership accepts the Modified Rate, the
principal balance of both mortgages will be amortized


                                     - 20 -

<PAGE>



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

using a 22-year amortization  schedule beginning the 61st month. The outstanding
balance  at  maturity  based  on the  current  rate  of  amortization  would  be
$4,122,326 ($2,473,396 and $1,648,930).

The General Partner of the Partnership is presently exploring the possibility of
refinancing the mortgages  encumbering  Park Place  Apartments Phase I and Sabal
Park  Apartments.  If an interest rate can be obtained  which would be less than
the Modified Rate, together with a favorable  amortization  schedule,  the loans
will likely be refinanced.

The  majority  of  the  Partnership's   cash  flow  is  derived  from  operating
activities.  The  decrease  in accounts  receivable  during  1995  represents  a
settlement  received from the insurance  company of the manufacturer of the pipe
fittings which were used in the  construction  of Willow Lake  Apartments.  Cash
flows used in investing  activities are for tenant finish improvements and other
capital improvements at the Partnership's properties.  Changes to current tenant
improvements  at  commercial   properties  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 these  improvements  are  determined  by the size of the
space and whether the improvements are for a new tenant or incurred because of a
lease renewal.  The tenant finish  improvements and other capital  additions are
funded by cash flow from operations. Cash flows used in investing activities are
also for the purchase of investment  securities.  As part of its cash management
activities,  the Partnership has purchased Certificates of Deposit or securities
issued by the U.S.  Government  with  initial  maturities  of greater than three
months to improve the return on its cash reserves.  The  Partnership  intends to
hold the securities until maturity.  Cash flows provided by investing activities
are derived  from the  maturity  of  investment  securities.  Cash flows used in
financing activities are for cash distributions, principal payments on mortgages
payable, repurchase of limited partnership Units and payment of loan costs. Cash
flows used in financing  activities also include cash which has been reserved by
the Partnership for the repurchase of limited partnership Units. The Partnership
does not expect any  material  changes in the mix and  relative  cost of capital
resources  from  those  in  1996  except  for the  changes  resulting  from  the
$9,000,000 loan commitment as discussed above, other debt refinancings which the
Partnership  is currently  exploring as discussed  above and future  leasing and
tenant finish costs which is discussed below.

In the next 12 months, the demand on future liquidity is anticipated to increase
as a result of a 6,474 square feet lease expiring at Plainview  Point III Office
Center in 1997. At this time,  the future  leasing and tenant finish costs which
will be required to renew the current  lease or obtain new tenants are  unknown.
As of  December  31,  1996,  the  Partnership  had no material  commitments  for
renovations or capital  improvements.  It is anticipated that the cash flow from
operations  and  cash  reserves  will be  sufficient  to meet  the  needs of the
Partnership.

As of December 31, 1995,  the  Partnership  established  an Interest  Repurchase
Reserve in the amount of $474,350  pursuant to Section 16.4 of the Partnership's
Amended and Restated Agreement of Limited  Partnership.  The Partnership elected
to fund  additional  amounts of $455,380 on May 24, 1996 and $250,000 on October
17, 1996 to its Interest Repurchase  Reserve.  With these funds, the Partnership
will be able to repurchase up to 4,718 Units at a price of $250 per Unit. During
1996 the  Partnership  has  repurchased  a total of 4,483 Units for  $1,120,756.
Repurchased  Units are retired by the Partnership,  thus increasing the share of
ownership of each remaining investor. The Interest Repurchase Reserve was funded
from cash reserves.  The amount remaining in the Interest  Repurchase Reserve at
December 31, 1996 was $58,980.




                                     - 21 -

<PAGE>




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

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
years ended December 31, 1996, 1995 and 1994.


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

Limited Partners:
       1996               $ 224,783       $ 886,000       $ 661,217
       1995                (324,417)        948,700         948,700
       1994                (803,780)        889,380          889,38

General Partner:
       1996                $ 2,271        $   8,950       $   6,679
       1995                 (3,277)           9,583           9,583
       1994                 (8,119)           8,984           8,984

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

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

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

The Partnership owns approximately 15 acres of land,  adjacent to the Park Place
Apartments development, in Lexington,  Kentucky which is zoned for 163 apartment
units (Park Place Apartments  Phase III).  Included in the cost of approximately
$1,715,000  is land cost,  capitalized  interest,  common area costs and amenity
costs.  The  Partnership  continues  to evaluate  whether to sell or develop the
tract of land. At this time, no decision has been made. In management's opinion,
the net book value approximates the fair market value.

Some of the statements included in Item 7, Management's  Discussion and Analysis
of  Financial  Condition  and Results of  Operations,  may be  considered  to be
"forward-looking  statements" since such statements relate to matters which have
not yet occurred. For example,  phrases such as " the Partnership  anticipates",
"believes" or "expects" indicate that it is possible that the event anticipated,
believed or expected may not occur.



                                     - 22 -

<PAGE>



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

Should such event not occur, then the result which the Partnership expected also
may  not  occur  or  occur  in a  different  manner,  which  may be more or less
favorable to the Partnership. The Partnership does not undertake any obligations
to  publicly  release  the  result  of any  revisions  to these  forward-looking
statements that may be made to reflect any future events or circumstances.

Any forward-looking  statements included in Management's Discussion and Analysis
of Financial  Condition and Results of Operations,  or elsewhere in this report,
which reflect  management's best judgement based on factors known, 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 the  Partnership  pursuant to the safe harbor  established by recent
securities legislation should be evaluated in the context of these factors.

The  Partnership's  principal  activity  is  the  leasing  and  management  of a
commercial office building and apartment complexes. If a major commercial tenant
or a large number of apartment lessees default on their lease, the Partnership's
ability to make  payments  due under its debt  agreements,  payment of operating
costs and other  partnership  expenses  would be directly  impacted.  A lessee's
ability to make  payments are subject to risks  generally  associated  with real
estate,  many of which are beyond  the  control  of the  Partnership,  including
general or local economic conditions,  competition,  interest rates, real estate
tax rates, other operating expenses and acts of God.




































                                     - 23 -

<PAGE>



Item 8.  Financial Statements and Supplementary Data


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


To NTS-Properties VI, a Maryland Limited Partnership:

We have audited the accompanying balance sheets of NTS-Properties VI, a Maryland
Limited  Partnership,  as of  December  31,  1996  and  1995,  and  the  related
statements of operations,  partners' equity and cash flows for each of the three
years in the period ended December 31, 1996. These financial  statements and the
schedules  referred  to  below  are  the  responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedules based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of NTS-Properties VI, a Maryland
Limited  Partnership,  as of December 31, 1996 and 1995,  and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1996 in conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken  as a whole.  The  schedules  included  on pages 41
through 43 are  presented  for purposes of  complying  with the  Securities  and
Exchange  Commission's  rules and are not a required part of the basic financial
statements.  These  schedules  have been  subjected to the  auditing  procedures
applied in our audits of the basic  financial  statements  and, in our  opinion,
fairly state in all  material  respects the  financial  data  required to be set
forth therein in relation to the basic financial statements taken as a whole.






                                                ARTHUR ANDERSEN LLP


Louisville, Kentucky
February 25, 1997


                                     - 24 -

<PAGE>
<TABLE>



                               NTS-PROPERTIES VI,

                         A Maryland Limited Partnership

                                 BALANCE SHEETS

                        AS OF DECEMBER 31, 1996 AND 1995




<CAPTION>
                                                       1996             1995
                                                   ------------      -----------

ASSETS

<S>                                                <C>               <C>
Cash and equivalents                               $   640,541       $   393,552
Cash and equivalents - restricted                      390,677           776,000
Investment securities                                1,085,267         1,151,355
Accounts receivable                                    136,394           158,429
Land, buildings and amenities, net                  40,436,784        42,196,272
Assets held for development, net                     1,714,511         1,751,234
Other assets                                           367,628           386,949
                                                   -----------       -----------

                                                   $44,771,802       $46,813,791
                                                   ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages payable                                  $27,403,056       $27,653,044
Accounts payable - operations                          349,168           305,779
Accounts payable - construction                           --              70,456
Distributions payable                                  216,692           239,571
Security deposits                                      250,814           235,187
Other liabilities                                       52,086            21,122
                                                   -----------       -----------

                                                    28,271,816        28,525,159

Partners' equity                                    16,499,986        18,288,632
                                                   -----------       -----------

                                                   $44,771,802       $46,813,791
                                                   ===========       ===========
</TABLE>


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


                                     - 25 -

<PAGE>

<TABLE>


                               NTS-PROPERTIES VI,

                         A Maryland Limited Partnership

                            STATEMENTS OF OPERATIONS

              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


<CAPTION>

                                                          1996                   1995                  1994
                                                       -----------           -----------            -----------

Revenues:

<S>                                                    <C>                   <C>                    <C>
 Rental income                                         $ 9,541,311           $ 8,817,265            $ 8,679,772
 Interest and other income                                 128,950               121,790                116,300
                                                       -----------           -----------            -----------

                                                         9,670,261             8,939,055              8,796,072
Expenses:
 Operating expenses                                      2,529,274             2,382,093              2,578,341
 Operating expenses - affiliated                         1,044,781             1,055,190              1,053,486
 Amortization of capitalized leasing
  costs                                                       --                   1,091                 28,783
 Interest expense                                        2,344,531             2,365,542              2,351,670
 Management fees                                           485,250               441,861                438,523
 Repairs and maintenance fees                                 --                    --                   15,011
 Real estate taxes                                         771,952               746,200                749,915
 Professional and administrative
  expenses                                                 145,734               141,948                142,593
 Professional and administrative
  expenses - affiliated                                    203,818               191,677                188,131
 Depreciation and amortization                           1,917,867             1,941,147              2,061,518
                                                       -----------           -----------            -----------

                                                         9,443,207             9,266,749              9,607,971
                                                       -----------           -----------            -----------

Net income (loss)                                      $   227,054           $  (327,694)           $  (811,899)
                                                       ===========           ===========            ===========

Net income (loss) allocated to the
limited partners                                       $   224,783           $  (324,417)           $  (803,780)
                                                       ===========           ===========            ===========

Net income (loss) per limited partnership              $      4.97           $     (6.84)           $    (16.94)
                                                       ===========           ===========            ===========
 unit

Weighted average number of limited
 partnership units                                          45,243                47,435                 47,435
                                                       ===========           ===========            ===========
</TABLE>


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


                                                               - 26 -

<PAGE>

<TABLE>


                               NTS-PROPERTIES VI,

                         A Maryland Limited Partnership

                         STATEMENTS OF PARTNERS' EQUITY

              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>


                                          Limited                  General
                                          Partners                 Partners                  Total
                                        -----------              -----------               ---------

<S>                                    <C>                      <C>                      <C>
Balances at December 31, 1993          $ 21,427,510             $   (142,638)            $ 21,284,872

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

 Distributions declared                    (889,380)                  (8,984)                (898,364)
                                       ------------             ------------             ------------

Balances at December 31, 1994            19,734,350                 (159,741)              19,574,609

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

 Distributions declared                    (948,700)                  (9,583)                (958,283)
                                       ------------             ------------             ------------

Balances at December 31, 1995            18,461,233                 (172,601)              18,288,632

 Net income                                 224,783                    2,271                  227,054

 Distributions declared                    (886,000)                  (8,950)                (894,950)

 Repurchase of limited partnership
   units                                 (1,120,750)                    --                 (1,120,750)
                                       ------------             ------------             ------------

Balances at December 31, 1996          $ 16,679,266             $   (179,280)            $ 16,499,986
                                       ============             ============             ============
</TABLE>


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


                                     - 27 -

<PAGE>

<TABLE>


                               NTS-PROPERTIES VI,

                         A Maryland Limited Partnership

                            STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


<CAPTION>

                                                      1996                  1995                  1994
                                                  ------------          ------------          -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                               <C>                   <C>                   <C>
Net income (loss)                                 $   227,054           $  (327,694)          $  (811,899)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
  Accrued interest on investment securities             7,498               (14,875)                 --
  Amortization of capitalized leasing costs              --                   1,091                28,783
  Depreciation and amortization                     1,917,867             1,941,147             2,061,518
  Changes in assets and liabilities:
   Cash and equivalents - restricted                  (30,047)              (71,046)              114,977
   Accounts receivable                                 22,035               223,026               (30,079)
   Other assets                                        23,436               (94,952)               10,140
   Accounts payable-operations                         43,389                40,626               (72,951)
   Security deposits                                   15,627               (47,330)               (9,435)
   Other liabilities                                   30,964                (1,887)               (2,639)
                                                  -----------           -----------           -----------

  Net cash provided by operating activities         2,257,823             1,648,106             1,288,415
                                                  -----------           -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
 amenities                                           (103,508)              (73,064)               (8,796)
Purchase of investment securities                  (3,344,984)           (2,642,085)                 --
Maturity of investment securities                   3,403,575             1,505,605                  --
                                                  -----------           -----------           -----------

  Net cash used in investing activities               (44,917)           (1,209,544)               (8,796)
                                                  -----------           -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages payable              (249,988)             (229,981)             (218,449)
Cash distributions                                   (917,829)             (958,283)             (838,471)
Repurchase of limited partnership Units            (1,120,750)                 --                    --
Additions to loan costs                               (92,720)                 --                    --
Cash and equivalents - restricted                     415,370              (474,350)                 --
                                                  -----------           -----------           -----------

  Net cash used in financing activities            (1,965,917)           (1,662,614)           (1,056,920)
                                                  -----------           -----------           -----------

  Net increase (decrease) in cash and
   equivalents                                        246,989            (1,224,052)              222,699

CASH AND EQUIVALENTS, beginning of year               393,552             1,617,604             1,394,905
                                                  -----------           -----------           -----------

CASH AND EQUIVALENTS, end of year                 $   640,541           $   393,552           $ 1,617,604
                                                  ===========           ===========           ===========

Interest paid on a cash basis                     $ 2,346,643           $ 2,367,146           $ 2,349,889
                                                  ===========           ===========           ===========
</TABLE>

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

                                                               - 28 -

<PAGE>




                               NTS-PROPERTIES VI,
                               ------------------

                         A Maryland Limited Partnership
                         ------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
              ----------------------------------------------------

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

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

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

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

             The Partnership owns and operates the following properties:

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

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

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

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

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

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

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

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


                                     - 29 -

<PAGE>



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

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

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

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

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

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


                                           1996         1995         1994
                                        ----------    ----------   --------

             Net income (loss)         $ 227,054    $(327,694)   $(811,899)

             Items handled differently
              for tax purposes:
             Depreciation and
              amortization              (139,371)    (195,060)    (211,507)
             Capitalized leasing
              costs                       34,134       35,750       61,669
             Write-off of unamortized
              tenant improvements        (11,476)     (22,832)         424
             Rental income                47,278      (18,296)      (3,549)
                                        ---------    ---------    ---------

             Taxable income (loss)     $ 157,619    $(528,132)   $(964,862)
                                        =========    =========    =========


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

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

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

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


                                     - 30 -

<PAGE>



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

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

             expenses and cash flows.  All intecompany accounts and transactiosn
             have been eliminated in consolidation.

             Proportionate  consolidation  is utilized by the Partnership due to
             the  fact  that  the  ownership  of joint  venture  properties,  in
             substance,  is not subject to joint control.  The managing  general
             partners  of  the  sole  general   partner  of  the  NTS  sponsored
             partnerships which have formed joint ventures are substantially the
             same. As such, decisions regarding financing,  development, sale or
             operations  do not require  the  approval  of  different  partners.
             Additionally,   the  joint  venture  properties  are  in  the  same
             business/industry  as their  respective  joint venture partners and
             their asset,  liability,  revenue and expense  accounts  correspond
             with the accounts of such partner.  It is the belief of the general
             partner of the Partnership that the financial statement  disclosure
             resulting  from  proportionate   consolidation  provides  the  most
             meaningful presentation of assets, liabilities,  revenues, expenses
             and cash flows for the years presented given the commonality of the
             Partnership's operations.

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

             Cash and  equivalents - restricted  represents  funds  received for
             residential security deposits,  funds which have been escrowed with
             mortgage  companies for property  taxes and insurance in accordance
             with the loan  agreements and funds reserved by the Partnership for
             the repurchase of limited partnership Units.


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

             Investment  securities  represent  investments in  Certificates  of
             Deposit or securities  issued by the U.S.  Government  with initial
             maturities  of  greater  than three  months.  The  investments  are
             carried at cost which  approximates  market value.  The Partnership
             intends to hold the  securities  until  maturity.  During  1996 and
             1995, the Partnership sold no investment securities.  The following
             provides  details  regarding the  investments  held at December 31,
             1996:



                                    Amortized          Maturity      Value At
                 Type                 Costs              Date        Maturity
                 ----                -------            ------      ---------

          FHLB Discount Note        $  204,154         01/30/97    $   205,000
          Federal Farm Credit Bank     127,338         03/03/97        128,394
          FNMA Discount Note           227,601         03/18/97        230,000
          Certificate of Deposit       401,174         04/01/97        406,204
          Certificate of Deposit       125,000         05/01/97        127,072
                                     ----------                      ----------

                                    $1,085,267                      $1,096,670
                                     ==========                      ==========






                                     - 31 -

<PAGE>



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

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

             The following  provides  details  regarding the investments held at
             December 31, 1995:


                                       Amortized    Maturity      Value at
               Type                      Cost         Date        Maturity
               ----                     ------       ------      ----------

               FHLB Discount Note     $  269,271    01/18/96     $  270,000
               FNMA Discount Note        183,637    02/20/96        185,000
               Certificate of Deposit    416,469    02/28/96        419,972
               FNMA Discount Note        281,978    03/13/96        285,000
                                       ----------                ----------
                                      $1,151,355                 $1,159,972
                                       ==========                ==========


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

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

             Land,   buildings   and   amenities  are  stated  at  cost  to  the
             Partnership.   Costs  directly  associated  with  the  acquisition,
             development  and   construction  of  a  project  are   capitalized.
             Depreciation  is  computed  using  the  straight-line  method  over
             estimated  useful  lives of the  assets  which are 5 - 30 years for
             land improvements, 5-30 years for building and improvements, 5 - 30
             years  for  amenities  and the  applicable  lease  term for  tenant
             improvements.

             Statement  of  Financial   Accounting  Standards  (SFAS)  No.  121,
             Accounting  for the  Impairment of Long-Lived  Assets and for Long-
             Lived Assets to be Disposed Of,  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
             must be written down to fair value.  Application  of this  standard
             during  the year  ended  December  31,  1996 did not  result  in an
             impairment loss.

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

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

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

             Certain of the  Partnership's  lease  agreements at Plainview Point
             III Office Center are structured to include scheduled and specified
             rent  increases  over  the  lease  term.  For  financial  reporting
             purposes,  the income from these  leases is being  recognized  on a
             straight-line  basis over the lease term.  Accrued income connected
             with these leases is included in accounts  receivable  and totalled
             $98,024 and $112,897 at December  31, 1996 and 1995,  respectively.
             All commissions paid to commercial  leasing agents are deferred and
             amortized over the term of the lease to which they apply.




                                     - 32 -

<PAGE>



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

      L) Advertising
         -----------

          The   Partnership   expenses   advertising-type   costs  as  incurred.
          Advertising  expense was immaterial to the Partnerhip during the years
          ended December 31, 1996, 1995 and 1994.

      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.

      N)  Reclassification of 1995 Financial Statements
          ---------------------------------------------

          Certain  reclassifications  have been made to the  December  31,  1995
          financial    statements    to   conform   with   December   31,   1996
          classifications.  These reclassifications have no effect on previously
          reported operations.

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

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

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

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

          In 1985, the Partnership  entered into a joint venture  agreement with
          NTS-Properties IV to develop and construct a 158-unit luxury apartment
          complex on a  13.15-acre  site located in Orlando,  Florida,  known as
          Golf Brook  Apartments  Phase I.  NTS-Properties  IV contributed  land
          valued at  $1,900,000  with an  outstanding  note payable to a bank of
          $1,200,000 which was secured by the land. The Partnership  contributed
          the construction and carrying costs of the apartment complex.

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

          The Partnership made contributions of approximately  $15.8 million for
          construction  and  carrying  costs and  retired  the  $1,200,000  note
          payable in 1987, which increased the Partnership's percentage interest
          in the joint venture.

          The net  income  and net loss is  allocated  based  on the  respective
          partnership's contribution as of the end of each calendar quarter. The
          Partnership's  ownership  share  was 96% at  December  31,  1996.  The
          Partnership's  share of the joint  venture's net operating  income was
          $1,023,900 (1996), $1,058,691 (1995) and $816,229 (1994).




                                     - 33 -

<PAGE>




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


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

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

          NTS-Properties   IV  contributed  land  valued  at  $790,000  with  an
          outstanding  note  payable to a bank of $550,000  which was secured by
          the land. The Partnership  contributed the  construction  and carrying
          costs  of  the  complex.   The  Partnership   made   contributions  of
          approximately  $4.1 million for  construction  and carrying  costs and
          retired  the  $550,000  note  payable  in 1987,  which  increased  the
          Partnership's percentage interest in the joint venture. The net income
          and net  loss  is  allocated  based  on the  respective  partnership's
          contribution as of the end of each calendar quarter. The Partnership's
          ownership share was 95% at December 31, 1996. The Partnership's  share
          of   the   joint   venture's   net   operating   income   (loss)   was
          $(31,953)(1996), $12,423 (1995) and $(59,399) (1994).

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

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


                                               1996          1995
                                           -----------   -----------

           Land and improvements           $14,863,110   $14,862,974
           Buildings and improvements       45,120,951    45,170,635
           Amenities                         1,527,465     1,511,656
                                           -----------   -----------

                                            61,511,526    61,545,265

           Less accumulated depreciation    21,074,742    19,348,993
                                           -----------   -----------

                                           $40,436,784   $42,196,272
                                           ===========   ===========


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

      The Partnership owns approximately 15 acres of land,  adjacent to the Park
      Place Apartments  development,  in Lexington,  Kentucky which is zoned for
      163 apartment  units (Park Place  Apartments  Phase III).  Included in the
      cost of  approximately  $1,715,000  is land  cost,  capitalized  interest,
      common area costs and amenity costs. The Partnership continues to evaluate
      whether  to sell or  develop  the tract of land.  At this  time,  no final
      decision has been made.

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

      As of December 31,  1995,  the  Partnership  had  established  an Interest
      Repurchase  Reserve in the amount of $474,350  pursuant to Section 16.4 of
      the Partnership's  Amended and Restated Agreement of Limited  Partnership.
      The Partnership  elected to fund additional amounts of $455,380 on May 24,
      1996 and $250,000 on October 17, 1996 to its Interest  Repurchase Reserve.
      With these funds,  the Partnership  will be able to repurchase up to 4,718
      Units  at a price  of $250  per  Unit.  Through  December  31,  1996,  the
      Partnership has repurchased a total of 4,483 Units for $1,120,750.
      Repurchased Units are retired by the

                                     - 34 -

<PAGE>



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

      Partnership,  thus  increasing  the share of ownership  of each  remaining
      investor.  The Interest  Repurchase Reserve was funded from cash reserves.
      The amount  remaining in the Interest  Repurchase  Reserve at December 31,
      1996 was $58,980.

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

      Mortgages payable as of December 31 consist of the following:

                                                  1996              1995
                                               -----------       ----------
      Mortgage  payable  with an insurance
      company  bearing  interest at 8.625%,
      due August 1, 1997 secured by
      certain land, buildings and
      amenities                              $ 9,200,000       $ 9,200,000

      Mortgage payable with an insurance
      company bearing interest at 9.20%,
      due November 1, 1997 secured by
      certain land, buildings and
      amenities                                8,527,771         8,631,951

      Mortgage payable with an insurance
      company bearing interest at 8.375%,
      due October 5, 2002 secured by
      certain land, buildings and
      amenities                                3,994,992         4,050,879

      Mortgage payable with an insurance
      company bearing interest at 8.375%,
      due October 5, 2002 secured by
      certain land, buildings and
      amenities                                  951,189           964,495

      Mortgage payable with an insurance
      company bearing interest at 7.25%,
      due January 5, 2003 secured by
      certain land, buildings and
      amenities                                2,837,462         2,883,431

      Mortgage payable to an insurance
      company, bearing interest at 7.25%,
      due January 5, 2003 secured by
      certain land, buildings and
      amenities                                1,891,642         1,922,288
                                              ----------        ----------

                                             $27,403,056       $27,653,044
                                              ==========        ==========

      The mortgages are payable in monthly installments of $282,610 which
      includes principal, interest, property taxes and insurance.  Scheduled
      maturities of debt are as follows:

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

                          1997                        $17,885,345
                          1998                            170,294
                          1999                            184,046
                          2000                            198,916
                          2001                            214,994
                     Thereafter                         8,749,461
                                                      -----------

                                                      $27,403,056
                                                      ===========

                                     - 35 -

<PAGE>



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

       Based on the borrowing rates  currently  available to the Partnership for
       mortgages  with similar terms and average  maturities,  the fair value of
       long-term debt is approximately $31,700,000.

       As of December 31, 1996, the  Partnership  had obtained a commitment from
       an insurance company for $9,000,000 of debt financing.  The proceeds from
       the new  financing  along with cash  reserves will be used to pay off the
       Partnership's current $9,200,000 mortgage payable which is secured by the
       land,  buildings  and  amenities of Golf Brook  Apartments  which matures
       August 1, 1997.  The mortgage will bear interest at a fixed rate of 7.43%
       and will be fully  amortized over a 12 year period.  Based upon the terms
       of the commitment, the Partnership anticipates that the financing will be
       completed in April 1997.

       Subsequent to December 31, 1996, the Partnership submitted an application
       with an insurance company for $8,500,000 for debt financing. The proceeds
       from the new financing will be used to pay off the Partnership's  current
       $8,527,771  mortgage  payable which is secured by the land,  building and
       amenities of Willow Lake Apartments which matures November 1, 1997. Based
       upon discussions with the insurance company, the Partnership  anticipates
       that the financing will be completed in the fourth quarter of 1997.



8. Rental Income Under Operating Expenses
   ---------------------------------------

       The  following  is  a  schedule  of  minimum   future  rental  income  on
       noncancellable operating leases as of December 31, 1996:

                 For the Years Ended December 31,      Amount
                 --------------------------------    ----------
                               1997                  $  581,778
                               1998                     533,951
                               1999                     394,401
                               2000                     347,885
                               2001                     126,912
                            Therefore                     --
                                                     ----------

                                                     $1,984,927
                                                     ==========


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

       Pursuant to an agreement with the Partnership,  property  management fees
       of $485,250 (1996), $441,861 (1995), and $438,523 (1994) were paid to NTS
       Development  Company,  an  affiliate of the general  partner.  The fee is
       equal to 5% and 6% of gross revenues from the residential  properties and
       commercial properties,  respectively.  Also pursuant to an agreement, NTS
       Development  Company will receive a repair and  maintenance  fee equal to
       5.9% of costs  incurred  which relate to capital  improvements  and major
       repair and renovation projects.  The Partnership has incurred $862 (1996)
       and $6,200  (1995) as a repair and  maintenance  fee and has  capitalized
       these costs as part of land, buildings and amenities. The Partnership was
       also charged the following  amounts from NTS Development  Company for the
       years ended December 31, 1996, 1995 and 1994. 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.




                                     - 36 -

<PAGE>



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

       These charges were as follows:


                              1996              1995           1994
                           ----------       ----------      ----------

       Administrative      $  258,101       $  245,369      $  240,133
       Property manager       792,366          786,667         803,635
       Leasing                212,358          229,309         184,919
       Other                    4,471            9,285          16,024
                            ---------        ---------       ---------

                           $1,267,296       $1,270,630      $1,244,711
                            =========        =========       =========






















































                                     - 37 -

<PAGE>



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

N/A

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

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

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


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

Mr.  Nichols  (age  55)  is  the  managing  general  partner  of  NTS-Properties
Associates VI and Chairman of the Board of NTS Corporation  (since 1985) and NTS
Development Company (since 1977).

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

Mr. Good, (age 57) President and Chief Operating  Officer of NTS Corporation and
President  of  NTS  Development  Company  and  Chairman  of  the  Board  of  NTS
Securities, Inc., joined the Manager in January 1985. From 1981 through 1984, he
was Executive Vice President of Jacques-Miller, Inc., a real estate syndication,
property management and financial planning firm in Nashville, Tennessee.

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

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

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

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

John W.  Hampton  (age 47) is Senior  Vice  President  of NTS  Corporation  with
responsibility for all accounting operations.  Before joining NTS in March 1991,
Mr.  Hampton was Vice  President - Finance  and Chief  Financial  Officer of the
Sturgeon-Thornton-Marrett  Development Company in Louisville,  Kentucky for nine
years. Prior to that he was with Alexander Grant & Company CPA's. Mr. Hampton is
a Certified  Public  Accountant  and a graduate of the  University of Louisville
with a Bachelor of Science  degree in  Commerce.  He is a member of the American
Institute of CPA's and the Kentucky Society of CPA's.

Item 11.  Management Remuneration and Transactions

The officers and/or directors of the corporate general partner receive no direct
remuneration in such  capacities.  The Partnership is required to pay a property
management fee based on gross rentals to NTS Development  Company,  an affiliate
of  the  general  partner.  The  Partnership  is  also  required  to  pay to NTS
Development  Company a repair and  maintenance  fee on costs related to specific
projects. Also, NTS Development Company provides certain other

                                     - 38-

<PAGE>



Item 11. Management Renumeration and Transactions - Continued

services to the Partnership.  See Note 9 to the financial  statements which sets
forth transactions with NTS Development Company for the years ended December 31,
1996, 1995 and 1994.

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

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

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

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

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

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

Item 13.  Certain Relationships and Related Transactions

Pursuant to an  agreement  with the  Partnership,  property  management  fees of
$485,250  (1996),   $441,861  (1995)  and  $438,523  (1994)  were  paid  to  NTS
Development Company, an affiliate of the general partner. The fee is equal to 5%
and  6% of  gross  revenues  from  the  residential  properties  and  commercial
properties, respectively. Also pursuant to an agreement, NTS Development Company
will receive a repair and  maintenance fee equal to 5.9% of costs incurred which
relate to capital  improvements  and major repair and renovation  projects.  The
Partnership  has  incurred  $862  (1996)  and  $6,200  (1995)  as a  repair  and
maintenance fee and has capitalized  these costs as part of land,  buildings and
amenities.  The  Partnership  was also  charged the  following  amounts from NTS
Development  Company for the years ended December 31, 1996, 1995 and 1994. 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.


                           1996              1995            1994
                        ----------        ----------      ----------
Administrative          $  258,101        $  245,369      $  240,133
Property manager           792,366           786,667         803,635
Leasing                    212,358           229,309         184,919
Other                        4,471             9,285          16,024
                         ---------         ---------       ---------

                        $1,267,296        $1,270,630      $1,244,711
                         =========         =========       =========

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


                                     - 39 -

<PAGE>



                                     PART IV


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

1.      Financial statements

        The financial statements for the years ended December 31, 1996, 1995 and
        1994 together with the report of Arthur Andersen LLP, dated February 25,
        1997,  appear in Item 8. The  following  financial  statement  schedules
        should be read in conjunction with such financial statements.

2.      Financial statement schedules

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


        III-Real Estate and Accumulated Depreciation        41-43

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

3.      Exhibits

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

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

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

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

        27.     Financial Data Schedule                     Included
                                                            herewith

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

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

4.      Reports on Form 8-K

        Form 8-K, dated October 17, 1996, was filed to report in Item 5 the fact
        that  the  Partnership  has  elected  to fund an  additional  amount  of
        $250,000 to its Interest Repurchase Reserve.


                                     - 40 -

<PAGE>

<TABLE>




                                NTS-PROPERTIES VI
                                -----------------

                         A Maryland Limited Partnership
                         ------------------------------

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

                             AS OF DECEMBER 31, 1996
                             -----------------------



<CAPTION>



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

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

Cost capitalized subsequent to
 acquisition
  Improvements                         23,968          32,544       195,946
  Carrying costs                         --              --            --

Gross amount at which carried
 December 31, 1996:(C)
  Land                            $ 3,063,046     $ 2,333,428   $ 3,770,328
  Buildings and improvements        8,441,687       9,650,989    12,812,601
                                  -----------     -----------   -----------

  Total                           $11,504,733     $11,984,417   $16,582,929
                                  ===========     ===========   ===========

Accumulated depreciation          $ 4,445,834     $ 4,116,881   $ 5,367,961
                                  ===========     ===========   ===========

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

Date Acquired                             N/A             N/A           N/A

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

<FN>

(A)  First mortgages held by two insurance companies.
(B)  First mortgage held by an  insurance  company.
(C)  Aggregate  cost of real estate for tax purposes is $59,252,792.
(D)  Depreciation is computed using the straight-line  method over the estimated
     useful lives of the assets which are 5 - 30 years for land improvements,  5
     - 30 years for buildings and improvements and 5 - 30 years for amenities.
</FN>
</TABLE>

                                     - 41 -

<PAGE>

<TABLE>


                                NTS-PROPERTIES VI
                                -----------------

                         A Maryland Limited Partnership
                         ------------------------------

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

                             AS OF DECEMBER 31, 1996
                             -----------------------

<CAPTION>




                                                      Plainview
                                      Golf Brook       Point III      Total
                                      Apartments     Office Center  Pages 42-44
                                     -----------     -------------  -----------
<S>                                 <C>            <C>            <C>
Encumbrances                            (A)             (B)

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

Cost capitalized subsequent to
 acquisition
  Improvements                           80,916      1,132,782      1,466,156
  Carrying costs                           --             --             --

Gross amount at which carried
December 31, 1996:
  Land                              $ 4,405,353    $ 1,290,955    $14,863,110
  Buildings and improvements         12,362,245      3,380,894     46,648,416
                                    -----------    -----------    -----------

  Total                             $16,767,598    $ 4,671,849    $61,511,526
                                    ===========    ===========    ===========

Accumulated depreciation            $ 5,480,369    $ 1,663,697    $21,074,742
                                    ===========    ===========    ===========

Date of construction                 05/88          01/88

Date Acquired                         N/A            N/A

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

<FN>

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

                                     - 42 -

<PAGE>

<TABLE>


                               NTS-PROPERTIES VI,
                               ------------------

                         A Maryland Limited Partnership
                         ------------------------------

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
              ----------------------------------------------------
<CAPTION>


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

<S>                                <C>                  <C>
Balances at December 31, 1993      $ 61,446,995         $ 15,647,528

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

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

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

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

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

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

Additions during period:
 Improvements (a)                        39,297                 --
 Depreciation (b)                          --              1,797,649

Deductions during period:
 Retirements                            (73,036)             (71,900)
                                    ------------         ------------

Balances at December 31, 1996      $ 61,511,526         $ 21,074,742
                                    ============         ============

<FN>

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

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


                                     - 43 -

<PAGE>


                                   SIGNATURES

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

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

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


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


Date:      March  27 , 1997


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

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


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


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


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


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


                                     - 44 -

<PAGE>