UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark one)

[x]                   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended              March 31, 1997
                         
                                       OR

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

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 Identification No.)
incorporation or organization)

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

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

                              Not Applicable
           Former name, former address and former fiscal year,
                       if changed since last report

Indicate by check mark whether the registrant (l) 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,  and (2) has been subject to such filing  requirements
for the past 90 days.

                                                       YES  X         NO

Exhibit Index: See page 16
Total Pages: 17


<PAGE>



                                TABLE OF CONTENTS

                                                                         Pages

                                     PART I

Item 1.     Financial Statements

            Balance Sheets and Statement of Partners' Equity
              as of March 31, 1997 and December 31, 1996                     3

            Statements of Operations
              For the three months ended March 31, 1997 and 1996             4

            Statements of Cash Flows
              For the three months ended March 31, 1997 and 1996             5

            Notes To Financial Statements                                  6-8

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                         9-15


                                     PART II

1.     Legal Proceedings                                                    16
2.     Changes in Securities                                                16
3.     Defaults upon Senior Securities                                      16
4.     Submission of Matters to a Vote of Security Holders                  16
5.     Other Information                                                    16
6.     Exhibits and Reports on Form 8-K                                     16

Signatures                                                                  17


                                      - 2 -

<PAGE>

<TABLE>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                               NTS-PROPERTIES VI,
                         A Maryland Limited Partnership

                BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY

<CAPTION>


                                                      As of             As of
                                                 March 31, 1997   December 31, 1996*
                                                 --------------   ------------------
ASSETS

<S>                                                <C>               <C>        
Cash and equivalents                               $   494,107       $   640,541
Cash and equivalents - restricted                      549,108           390,677
Investment securities                                1,366,243         1,085,267
Accounts receivable                                    130,827           136,394
Land, buildings and amenities, net                  39,992,530        40,436,784
Assets held for development, net                     1,705,301         1,714,511
Other assets                                           377,508           367,628
                                                   -----------       -----------

                                                   $44,615,624       $44,771,802
                                                   ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages payable                                  $27,337,231       $27,403,056
Accounts payable                                       384,571           349,168
Distributions payable                                  216,293           216,692
Security deposits                                      242,073           250,814
Other liabilities                                      244,873            52,086
                                                   -----------       -----------

                                                    28,425,041        28,271,816

Partners' equity                                    16,190,583        16,499,986
                                                   -----------       -----------

                                                   $44,615,624       $44,771,802
                                                   ===========       ===========
</TABLE>
<TABLE>
<CAPTION>


                                             Limited           General
                                            Partners           Partner              Total
                                            --------           -------              -----
<S>                                      <C>                <C>                 <C>         
PARTNERS' EQUITY
Capital contributions, net of
 offering costs                          $ 40,518,631       $        100        $ 40,518,731
Net income (loss) - prior years           (12,308,341)           (75,936)        (12,384,277)
Net loss - current year                       (60,994)              (616)            (61,610)
Cash distributions declared to
 date                                     (10,455,036)          (105,606)        (10,560,642)
Repurchase of limited
 partnership units                         (1,321,619)                --          (1,321,619)
                                         ------------       ------------        ------------

Balances at March 31, 1997               $ 16,372,641       $   (182,058)       $ 16,190,583
                                         ============       ============        ============
</TABLE>

*      Reference  is made to the  audited  financial  statements  in the  Annual
       Report on Form 10-K as filed with the Commission on March 28, 1997.

                                      - 3 -

<PAGE>

<TABLE>


                               NTS-PROPERTIES VI,
                         A Maryland Limited Partnership

                            STATEMENTS OF OPERATIONS


<CAPTION>
                                                         Three Months Ended
                                                              March 31,

                                                        1997            1996
                                                    -----------      -----------
<S>                                                 <C>              <C>        
Revenues:
 Rental income                                      $ 2,305,318      $ 2,346,366
 Interest and other income                               27,947           31,810
                                                    -----------      -----------

                                                      2,333,265        2,378,176
Expenses:
 Operating expenses                                     609,883          526,516
 Operating expenses - affiliated                        299,489          282,643
 Interest expense                                       582,872          587,813
 Management fees                                        116,814          115,787
 Real estate taxes                                      193,092          187,387
 Professional and administrative expenses                35,693           36,174
 Professional and administrative expenses
  - affiliated                                           77,480           50,491
 Depreciation and amortization                          479,552          479,481
                                                    -----------      -----------

                                                      2,394,875        2,266,292
                                                    -----------      -----------

Net income (loss)                                   $   (61,610)     $   111,884
                                                    ===========      ===========

Net income (loss) allocated to the limited
 partners                                           $   (60,994)     $   110,765
                                                    ===========      ===========

Net income (loss) per limited partnership
 unit                                               $     (1.39)     $      2.34
                                                    ===========      ===========

Weighted average number of limited
 partnership units                                       43,750           47,255
                                                    ===========      ===========

</TABLE>


                                      - 4 -

<PAGE>

<TABLE>


                               NTS-PROPERTIES VI,
                         A Maryland Limited Partnership

                            STATEMENTS OF CASH FLOWS


<CAPTION>

                                                            Three Months Ended
                                                                 March 31,

                                                            1997           1996
                                                        ------------   ------------
<S>                                                     <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                       $   (61,610)   $   111,884
Adjustments to reconcile net income (loss) to net
 cash provided by operating activities:
  Accrued interest on investment securities                  (6,365)         9,116
  Depreciation and amortization                             479,552        479,481
  Changes in assets and liabilities:
   Cash and equivalents - restricted                       (189,931)      (190,479)
   Accounts receivable                                        5,567        (73,098)
   Other assets                                             (24,556)        (3,505)
   Accounts payable                                          35,403         16,798
   Security deposits                                         (8,741)        (2,558)
   Other liabilities                                        192,787        188,353
                                                        -----------    -----------

  Net cash provided by operating activities                 422,106        535,992
                                                        -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities                   (3,937)       (73,918)
Purchase of investment securities                          (827,500)      (935,192)
Maturity of investment securities                           552,889      1,136,480
                                                        -----------    -----------

  Net cash provided by (used in) investing activities      (278,548)       127,370
                                                        -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages payable                     (65,825)       (60,555)
Cash distributions                                         (216,692)      (239,571)
Repurchase of limited partnership units                     (31,500)      (386,000)
Additions to loan costs                                      (7,475)            --
Cash and equivalents - restricted                            31,500        386,000
                                                        -----------    -----------

  Net cash used in financing activities                    (289,992)      (300,126)
                                                        -----------    -----------

  Net increase (decrease) in cash and equivalents          (146,434)       363,236

CASH AND EQUIVALENTS, beginning of period                   640,541        393,552
                                                        -----------    -----------

CASH AND EQUIVALENTS, end of period                     $   494,107    $   756,788
                                                        ===========    ===========

Interest paid on a cash basis                           $   583,331    $   588,235
                                                        ===========    ===========
</TABLE>


                                      - 5 -

<PAGE>



                               NTS-PROPERTIES VI,
                         A Maryland Limited Partnership

                          NOTES TO FINANCIAL STATEMENTS


The  financial  statements  and  schedules  included  herein  should  be read in
conjunction  with the  Partnership's  1996 Annual Report.  In the opinion of the
general partner,  all adjustments (only consisting of normal recurring accruals)
necessary for a fair presentation  have been made to the accompanying  financial
statements for the three months ended March 31, 1997 and 1996.

1.   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.

2.   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  1997,  the  Partnership  sold  no  investment
     securities.  The following  provides details regarding the investments held
     at March 31, 1997:

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

     Certificate of Deposit    $  406,204        04/01/97       $  406,204
     Certificate of Deposit       176,846        04/15/97          177,182
     Certificate of Deposit       126,558        05/01/97          127,072
     Certificate of Deposit       128,105        05/22/97          128,921
     Certificate of Deposit       251,815        06/03/97          253,973
     Certificate of Deposit       126,345        06/16/97          127,672
     Certificate of Deposit       150,370        07/01/97          152,240
                                ---------                        ---------

                               $1,366,243                       $1,373,264
                                =========                        =========



     The following  provides details  regarding the investments held at December
     31, 1996:




                                     Amortized        Maturity      Value At
              Type                     Cost             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
                                     =========                      =========






                                      - 6 -

<PAGE>



3.   Mortgages Payable
     -----------------

     Mortgages payable consist of the following:


                                                      March 31,    December 31,
                                                        1997          1996
                                                     -----------   -----------
     Mortgage  payable with an insurance
     company,  bearing  interest at 8.625%,  
     due August 1, 1997, secured by 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 land,
     buildings and amenities                           8,500,200     8,527,771

     Mortgage payable with an insurance
     company, bearing interest at 8.375%,
     due October 5, 2002, secured by land,
     buildings and amenities                           3,980,276     3,994,992

     Mortgage payable with an insurance
     company, bearing interest at 8.375%,
     due October 5, 2002, secured by land,
     buildings and amenities                             947,685       951,189

     Mortgage payable with an insurance
     company, bearing interest at 7.25%,
     due January 5, 2003, secured by land,
     buildings and amenities                           2,825,442     2,837,462

     Mortgage payable to an insurance
     company, bearing interest at 7.25%,
     due January 5, 2003, secured by land,
     buildings and amenities                           1,883,628     1,891,642
                                                      ----------    ----------
                                                     $27,337,231   $27,403,056
                                                      ==========    ==========

     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 $31,050,000.

     As of March 31, 1997,  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,  and 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 the second quarter of 1997.

     As of March 31, 1997, the  Partnership  has also obtained a commitment from
     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
     $8,500,200  mortgage  payable  which is secured by the land,  buildings and
     amenities of Willow Lake Apartments, and which matures November 1, 1997.







                                      - 7 -

<PAGE>




3.   Mortgages Payable - Continued
     -----------------------------

     The mortgage  will bear interest at a fixed rate of 7.32% and will be fully
     amortized over a 15-year  period.  Based upon the terms of the  commitment,
     the  Partnership  anticipates  that the financing  will be completed in the
     fourth quarter of 1997.

4.   Interest Repurchase Reserve
     ---------------------------

     Purusant  to  Section  16.4  of  the  Partnership's  Amended  and  Restated
     Agreement of Limited Partnership,  the Partnership  established an Interest
     Repurchase Reserve.  Through March 1997, the Partnership has funded a total
     amount of  $1,179,730 to the Reserve  which will allow the  Partnership  to
     repurchase up to 4,718 Units at a price of $250 per Unit. Through March 31,
     1997,  the   Partnership  has  repurchased  a  total  of  4,609  Units  for
     $1,152,250.   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 March 31, 1997 was $27,480.


5.   Related Party Transactions
     --------------------------

     Pursuant to an agreement with the Partnership,  property management fees of
     $116,814  and  $115,787 for the three months ended March 31, 1997 and 1996,
     respectively,  were paid to NTS  Development  Company,  an affiliate of the
     general  partner.  The  fee  is  equal  to  5% of  gross  revenues  of  the
     residential  properties  and 6% of the  gross  revenues  of the  commercial
     property.  The Partnership was also charged the following  amounts from NTS
     Development  Company  for the three  months  ended March 31, 1997 and 1996.
     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.


                                               1997       1996
                                             --------   --------
               Administrative                $ 92,428   $ 64,926
               Property manager               223,117    214,868
               Leasing                         64,219     69,118
               Other                            1,352        218
                                             --------   --------
                                             $381,116   $349,130
                                             ========   ========



6.   Reclassification of 1996 Financial Statements
     ---------------------------------------------

     Certain  reclassifications  have been made to the March 31, 1996  financial
     statements  to  conform  with the March  31,  1997  classifications.  These
     reclassifications have no effect on previously reported operations.















                                      - 8 -

<PAGE>



Item 2.             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 March 31 were as
follows:


                                                            1997         1996
                                                          --------     --------
Wholly-Owned Properties
-----------------------

Sabal Park Apartments                                        91%          93%

Park Place Apartments Phase I                                90%          93%

Willow Lake Apartments                                       91%          94%


Properties Owned in Joint Venture
with NTS-Properties IV (Ownership % at
March 31, 1997)
--------------------------------------

Golf Brook Apartments (96%)                                  90%          92%

Plainview Point III Office Center (95%)                      91%          98%


Rental and other income generated by the Partnership's  properties for the three
months ended March 31, 1997 and 1996 was as follows:


                                                    1997             1996
                                                  ---------        ---------
Wholly-Owned Properties
-----------------------

Sabal Park Apartments                             $ 416,204        $ 441,415

Park Place Apartments Phase I                     $ 444,958        $ 432,992

Willow Lake Apartments                            $ 596,230        $ 611,913

Properties Owned in Joint Venture
with NTS-Properties IV (Ownership %
at March 31, 1997)
-----------------------------------

Golf Brook Apartments (96%)                       $ 673,410        $ 672,205

Plainview Point III Office Center (95%)           $ 180,064        $ 196,905

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














                                      - 9 -

<PAGE>



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

Sabal Park Apartments'  occupancy decreased from 93% at March 31, 1996 to 91% at
March 31,  1997.  Average  occupancy  for the three month  period ended March 31
decreased from 93% in 1996 to 91% in 1997.  Occupancy at residential  properties
fluctuate on a continuous basis.  Period-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
period's results. Rental and other income at Sabal Park Apartments decreased for
the three  months ended March 31, 1997 as compared to the same period in 1996 as
a result of the decrease in average  occupancy,  increased rent  concessions and
decreased fees collected upon early lease termination.

Park Place Apartments Phase I had a 3% decrease in occupancy from March 31, 1996
to March 31, 1997.  Average  occupancy for the three month period ended March 31
decreased from 91% in 1996 to 88% in 1997. Rental and other income at Park Place
Apartments  Phase I  increased  for the three  months  ended  March 31,  1997 as
compared to the same period in 1996 as a result of  increased  rental  rates and
increased  income  from  fully  furnished  units.   Fully  furnished  units  are
apartments which rent at an additional premium above base rent. Therefore, it is
possible for average  occupancy  to decrease  and revenues to increase  when the
number of fully furnished units occupied has increased.  The increases in rental
and other income at Park Place  Apartments  Phase I are partially  offset by the
decrease in average occupancy.

Willow Lake Apartments' occupancy decreased from 94% at March 31, 1996 to 91% at
March 31,  1997.  Average  occupancy  for the three month  period ended March 31
decreased from 96% in 1996 to 91% in 1997. Rental and other income decreased for
the three  months ended March 31, 1997 as compared to the same period in 1996 as
a result of the decrease in average  occupancy and  decreased  income from fully
furnished  units. The decrease in rental income is partially offset by increased
fees  collected  for short  term  leases  and for early  lease  termination  and
increased rental rates.

Golf Brook Apartments'  occupancy decreased from 92% at March 31, 1996 to 90% at
March 31, 1997.  Average occupancy for the three month period ended March 31 was
94% in 1996 and 93% in 1997.  Rental and other  income at Golf Brook  Apartments
remained  fairly  constant for the three months ended March 31, 1997 as compared
to the same period in 1996.

In the opinion of the  General  Partner of the  Partnership,  the  decreases  in
occupancy  at  the  Partnership's  residential  properties  are  only  temporary
fluctuations and do not represent a downward occupancy trend.

The 7% decrease in occupancy at Plainview Point III Office Center from March 31,
1996 to March 31, 1997 is primarily the result of one tenant move-out at the end
of the lease term totalling 6,900 square feet.  Partially  offsetting the tenant
move-out  are  expansions  by two current  tenants of existing  space  totalling
approximately  2,500 square feet.  Average  occupancy for the three months ended
March 31 decreased from 96% in 1996 to 91% in 1997. The  Partnership is actively
seeking new tenants to occupy the vacant  space at this time,  it is unknown the
extent and cost of any tenant improvements which will be required to attract new
tenants.  Rental and other income decreased at Plainview Point III Office Center
for the three months ended March 31, 1997 as compared to the same period in 1996
as a result of the decrease in average occupancy.

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.





                                     - 10 -

<PAGE>



Results of Opertions - Continued
--------------------------------

Interest  and  other  income  includes  income  from  investments  made  by  the
Partnership with cash reserves. Interest income remained fairly constant for the
three months ended March 31, 1997 as compared to the same period in 1996.

Operating  expenses  increased  for the three  months  ended  March 31,  1997 as
compared  to the  same  period  in  1996  primarily  as a  result  of  increased
replacement costs (primarily carpet, vinyl and wallcovering), increased building
repair  and  maintenance  costs  and  increased  vacant  utility  costs  at  the
Partnership's residential properties.  The increase in operating expenses at the
Partnership's  residential  properties  is partially  offset by  decreased  snow
removal costs at Park Place  Apartments  Phase I and Willow Lake  Apartments and
decreased advertising and pest control costs at Golf Brook Apartments. Operating
expenses  remained  fairly constant at Plainview Point III Office Center for the
three months ended March 31, 1997 as compared to the same period in 1996.

Operating  expenses - affiliated  increased for the three months ended March 31,
1997 as  compared  to the  three  months  ended  March  31,  1996 as a result of
increased property  management salary costs.  Operating expenses  affiliated are
expenses  incurred  for  services  performed  by  employees  of NTS  Development
Company, an affiliate of the General Partner of the Partnership.

The  decrease in interest  expense for the three  months ended March 31, 1997 as
compared to the same period in 1996 is due to the Partnership's  decreasing debt
level as a result of principal  payments  made.  See the  Liquidity  and Capital
Resources 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.

The  increase in real estate  taxes for the three months ended March 31, 1997 as
compared  to  the  same  period  in  1996  is a  result  of  increased  property
assessments  for Golf  Brook and Sabal  Park  Apartments  partially  offset by a
decreased  property  assessment  and  a  decreased  tax  rate  for  Willow  Lake
Apartments.  Real estate taxes at Park Place  Apartments  Phase I and  Plainview
Point III Office  Center  remained  fairly  constant  for the three months ended
March 31, 1997 as compared to the same period in 1996.

Professional and administrative  expenses remained fairly constant for the three
months ended March 31, 1997 as compared to the same period in 1996.

Professional and  administrative  expenses - affiliated  increased for the three
months ended March 31, 1997 as compared to the three months ended March 31, 1996
as a result of increased salary costs.  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  remained  fairly  constant for the three months
ended March 31, 1997 as  compared  to the same period in 1996.  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.







                                     - 11 -

<PAGE>



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

Cash provided by operations was $422,106 and $535,992 for the three months ended
March 31, 1997 and 1996,  respectively.  These funds in conjunction with cash on
hand were used to make a 2% (annualized)  cash  distribution of $216,293 for the
three months ended March 31, 1997 and a 2%  (annualized)  cash  distribution  of
$231,773 for the three months ended March 31, 1996. 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 the
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 and tenant finish
costs. Cash reserves (which are unrestricted cash and equivalents and investment
securities  as shown on the  Partnership's  balance  sheet as of March  31) were
$1,860,350 and $1,697,740 at March 31, 1997 and 1996, respectively.

As of March 31, 1997,  the  Partnership  had a mortgage  payable to an insurance
company in the amount of $9,200,000. The mortgage bears interest at a fixed 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 March  31,  1997 , 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,  and 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 the second quarter of 1997.

As of March  31,  1997,  the  Partnership  also  had a  mortgage  payable  to an
insurance  company  in the amount of  $8,500,200.  The  mortgage  payable is due
November 1, 1997,  bears interest at a fixed rate of 9.20% and is secured by the
land,  buildings  and  amenities  of Willow  Lake  Apartments.  Current  monthly
principal  payments  are  based  upon  a  25-year  amortization   schedule.  The
outstanding  balance at maturity based on the current rate of amortization  will
be $8,433,356.

As of March  31,  1997 , the  Partnership  had  obtained  a  commitment  from 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 $8,500,200 mortgage
payable  which is secured by the land,  buildings  and  amenities of Willow Lake
Apartments,  and which matures November 1, 1997. The mortgage will bear interest
at a fixed  rate of 7.32% and will be fully  amortized  over a  15-year  period.
Based upon the terms of the  commitment,  the Partnership  anticipates  that the
financing will be completed in the fourth quarter of 1997.

As of March  31,  1997 the  Partnership  had two  mortgage  loans  each  with an
insurance  company in the amount of  $3,980,276  and  $947,685.  Both  mortgages
payable are due October 5, 2002,  currently 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 (notes dated  September  1992),  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

                                     - 12 -

<PAGE>



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

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 March 31, 1997, the  Partnership  also had two mortgage loans each with an
insurance  company in the amount of $2,825,442  and  $1,883,628.  Both mortgages
payable  are due  January 5, 2003,  currently  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 (notes dated December  1992),  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 $4,122,326 ($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.  Cash  flows used in  investing  activities  are for  tenant  finish
improvements  and other capital  improvements at the  Partnership's  properties.
Changes to current  tenant finish  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 were 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  provided by financing
activities  represent  the  utilization  of 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 and $8,500,000 loan commitments and other debt refinancings which the
Partnership is currently exploring as discussed above.




                                     - 13 -

<PAGE>



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

Pursuant to Section 16.4 of the Partnership's  Amended and Restated Agreement of
Limited Partnership, the Partnership established an Interest Repurchase Reserve.
Through March 1997, the  Partnership  has funded a total amount of $1,179,730 to
the Reserve which will allow the  Partnership to repurchase up to 4,718 Units at
a price of $250 per Unit. Through March 31, 1997 the Partnership has repurchased
a total of 4,609  Units for  $1,152,250.  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 March 31, 1997 was $27,480.

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
three months ended March 31, 1997 and 1996. These  distributions  were funded by
cash flow derived from operating activities.


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

Limited Partners:
       1997                $ (60,994)           $ 214,130        $ 214,130
       1996                   110,765             229,455          118,690

General Partner:
       1997                 $   (616)           $   2,163        $   2,163
       1996                     1,119               2,318            1,199

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
$1,705,000 is land cost, capitalized interest, common area





                                     - 14 -

<PAGE>



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

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. In
management's opinion, the net book value approximates the fair market value.

Some of the statements included in Item 2, 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. 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  that  which  is  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, or other operating expenses and acts of God.

                                     - 15 -

<PAGE>



PART II.  OTHER INFORMATION

1.    Legal Proceedings

      None

2.    Changes in Securities

      None

3.    Defaults upon Senior Securities

      None

4.    Submission of Matters to a Vote of Security Holders

      None

5.    Other Information

      None

6.    Exhibits and Reports on Form 8-K

      (a)     Exhibits

              Exhibit 27. Financial Data Schedule

      (b)     Reports on Form 8-K

              There were no reports on Form 8-K for the three months ended March
              31, 1997.





                                     - 16 -

<PAGE>



                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                  NTS-PROPERTIES VI, a Maryland Limited
                                  Partnership
                                              (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:    May 12, 1997


                                     - 18 -

<PAGE>