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

# FORM 10-Q

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

For
the quarterly period ended September 30, 2003

OR

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

Commission File Number
0-14695

# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP

|Maryland                        | 61-1066060                       
|------------------------------- | ---------------------------------
|(State or other jurisdiction of | (IRS Employer Identification No.)
|incorporation or organization)  |                                  

10172 Linn Station
Road, Louisville, Kentucky 40223
(Address of Principal Executive Offices)

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

(Former
name, former address and former fiscal year, if changed since last report)

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

---

# TABLE OF CONTENTS

| |  |  |  |      
| |  |  |  | -----
| |  |  |  | Pages

# PART I 
FINANCIAL INFORMATION

|        |  |                                                                     |  |      
|------- |  | ------------------------------------------------------------------- |  | -----
|       
|Item 1. |  | Financial Statements                                               
|       
|        |  | Consolidated Balance Sheets as of September 30, 2003                |  |      
|        |  | and December 31, 2002                                               |  | 4    
|       
|        |  | Consolidated Statement of Partners' Equity as of September 30, 2003 |  | 4    
|       
|        |  | Consolidated Statements of Operations for the Three and Nine        |  |      
|        |  | Months Ended September 30, 2003 and 2002                            |  | 5    
|       
|        |  | Consolidated Statements of Cash Flows for the Nine Months           |  |      
|        |  | Ended September 30, 2003 and 2002                                   |  | 6    
|       
|        |  | Notes to Consolidated Financial Statements                          |  | 7-18 
|       
|Item 2. |  | Management's Discussion and Analysis of Financial                   |  |      
|        |  | Condition and Results of Operations                                 |  | 19-25
|       
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk          |  | 25   
|       
|Item 4. |  | Controls and Procedures                                             |  | 25   
|       

# PART II  OTHER INFORMATION

|              |  |  |  |   
|------------- |  |  |  | --
|             
|Items 1 - 6   |  |  |  | 26
|             
|Signatures    |  |  |  | 27
|             
|Exhibit Index |  |  |  | 28

2

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

Any forward-looking statements
included in MD&A, or elsewhere in this report, reflect our general partners best
judgment based on known factors, but involve risks and uncertainties. Actual results could
differ materially from those anticipated in any forward-looking statements as a result of
a number of factors, including but not limited to those described in our filings with the
Securities and Exchange Commission, particularly our Annual Report on Form 10-K for the
year ended December 31, 2002. Any forward-looking information provided by us pursuant to
the safe harbor established by securities legislation should be evaluated in the context
of these factors.

3

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# PART I  FINANCIAL INFORMATION
Item 1  Financial Statements

# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS

`As of                As of
                                                       September 30,        December 31,
                                                           2003                 2002
                                                    -------------------  -------------------
                                                        (UNAUDITED)
ASSETS
Cash and equivalents                               $            378,194 $          1,058,814
Cash and equivalents - restricted                               382,696              237,409
Accounts receivable, net                                         40,935               34,114
Land, buildings and amenities, net                           41,065,761           42,445,109
Other assets                                                  1,283,922            1,222,662
                                                    -------------------  -------------------

      TOTAL ASSETS                                 $         43,151,508 $         44,998,108
                                                    ===================  ===================

LIABILITIES AND PARTNERS' EQUITY
Mortgages and notes payable                        $         32,001,024           33,536,428
Accounts payable                                                991,848              614,547
Security deposits                                               233,554              226,593
Other liabilities                                             1,114,095              435,306
                                                    -------------------  -------------------

      TOTAL LIABILITIES                                      34,340,521           34,812,874

COMMITMENTS AND CONTINGENCIES (Note 9)

PARTNERS' EQUITY                                              8,810,987           10,185,234
                                                    -------------------  -------------------

TOTAL LIABILITIES AND PARTNERS' EQUITY             $         43,151,508 $         44,998,108
                                                    ===================  ===================`

# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF PARTNERS EQUITY
(UNAUDITED)

`Limited            General
                                                   Partners            Partner              Total
                                               -----------------  ------------------  ------------------
PARTNERS' EQUITY/(DEFICIT)
Capital contributions, net of offering costs  $       40,518,631 $               100 $        40,518,731
Net loss - prior years                               (15,449,107)           (107,661)        (15,556,768)
Net loss - current year                               (1,360,505)            (13,742)         (1,374,247)
Cash distributions declared to date                  (12,006,384)           (121,277)        (12,127,661)
Repurchase of limited partnership interests           (2,649,068)                 --          (2,649,068)
                                               -----------------  ------------------  ------------------

BALANCES ON SEPTEMBER 30, 2003                $        9,053,567 $          (242,580)$         8,810,987
                                               =================  ==================  ==================`

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

4

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# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

`Three Months Ended             Nine Months Ended
                                                      September 30,                  September 30,
                                               ----------------------------  -----------------------------
                                                   2003           2002           2003            2002
                                               -------------  -------------  -------------   -------------
REVENUES
Rental income                                 $    2,694,201 $    2,670,267 $    8,153,337  $    7,867,600
Interest and other income                              4,582          9,274         17,306          19,547
Gain on sale of assets                                    --            260             --             539
                                               -------------  -------------  -------------   -------------

     TOTAL REVENUES                                2,698,783      2,679,801      8,170,643       7,887,686
                                               -------------  -------------  -------------   -------------

EXPENSES
Operating expenses                                   780,352        826,180      2,276,971       2,177,642
Operating expenses - affiliated                      371,770        395,624      1,153,281       1,204,999
Loss on disposal of assets                                --          5,048        103,506           5,580
Interest expense                                     631,524        654,081      1,888,403       1,917,385
Management fees                                      136,652        136,465        414,067         404,750
Real estate taxes                                    235,377        229,815        852,732         698,750
Professional and administrative expenses             149,667         70,346        579,203         161,690
Professional and administrative expenses -
  affiliated                                          92,880         87,575        295,550         269,411
Depreciation and amortization                        656,821        699,524      1,958,424       2,103,794
                                               -------------  -------------  -------------   -------------

     TOTAL EXPENSES                                3,055,043      3,104,658      9,522,137       8,944,001
                                               -------------  -------------  -------------   -------------

Net loss before minority interest                   (356,260)      (424,857)    (1,351,494)     (1,056,315)
Minority interest income                               7,674          9,043         22,753          25,028
                                               -------------  -------------  -------------   -------------

Net loss                                      $     (363,934)$     (433,900)$   (1,374,247) $   (1,081,343)
                                               =============  =============  =============   =============

Net loss allocated to the limited partners    $     (360,295)$     (429,561)$   (1,360,505) $   (1,070,530)
                                               =============  =============  =============   =============

Net loss per limited partnership interest     $        (9.26)$       (11.05)$       (34.98) $       (27.53)
                                               =============  =============  =============   =============

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

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

5

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# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

`Nine Months Ended
                                                                              September 30,
                                                                 --------------------------------------
                                                                        2003                 2002
                                                                 ------------------    ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                       $         (1,374,247) $        (1,081,343)
Adjustments to reconcile net loss to net cash provided by
  operating activities:
    Provision for doubtful accounts                                         131,732              12,284
    Write-off of uncollectible accounts receivable                         (125,285)            (10,762)
    Loss on disposal of assets                                              103,506               5,580
    Gain on sale of assets                                                       --                (539)
    Depreciation and amortization                                         1,997,315           2,144,797
    Minority interest income                                                 22,753              25,028
    Changes in assets and liabilities:
      Cash and equivalents - restricted                                    (145,287)           (165,365)
      Accounts receivable                                                   (13,268)             (4,747)
      Other assets                                                          (70,271)             (1,953)
      Accounts payable                                                      377,301            (258,835)
      Security deposits                                                       6,961               7,410
      Other liabilities                                                     678,789             705,808
                                                                 ------------------    ----------------

     Net cash provided by operating activities                            1,589,999           1,377,363
                                                                 ------------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities                                 (682,582)            (44,019)
Proceeds from sale of assets                                                     --                 539
Investment in joint ventures by minority partners, net                      (52,633)            (43,386)
                                                                 ------------------    ----------------

     Net cash used in investing activities                                 (735,215)            (86,866)
                                                                 ------------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages and notes payable                        (1,535,404)         (1,433,548)
Proceeds from notes payable                                                      --           2,000,000
Additions to loan costs                                                          --             (57,188)
                                                                 ------------------    ----------------

     Net cash (used in) provided by financing activities                 (1,535,404)            509,264
                                                                 ------------------    ----------------

     Net (decrease) increase in cash and equivalents                       (680,620)          1,799,761

CASH AND EQUIVALENTS, beginning of period                                 1,058,814              60,167
                                                                 ------------------    ----------------

CASH AND EQUIVALENTS, end of period                            $            378,194  $        1,859,928
                                                                 ==================    ================

Interest paid on a cash basis                                  $          1,872,569  $        1,893,359
                                                                 ==================    ================`

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

6

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# NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The unaudited consolidated financial
statements included herein should be read in conjunction with NTS-Properties VIs
2002 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on
March 31, 2003. In the opinion of our general partner, all adjustments, consisting only of
normal recurring accruals, necessary for a fair presentation have been made to the
accompanying consolidated financial statements for the three and nine months ended
September 30, 2003 and 2002. The results of operations for the interim periods are not
necessarily indicative of the results that may be expected for the full year or any other
interim period. As used in this Quarterly Report on Form 10-Q the terms we,
us or our, as the context requires, may refer to NTS-Properties VI
or its interests in its properties and joint ventures.

# Note 1 
Consolidation Policy

The consolidated financial statements
include the accounts of all wholly-owned properties and majority-owned joint ventures.
Intercompany transactions and balances have been eliminated.

Other assets include minority
interest in our joint venture properties totaling approximately $716,000 and $685,000 as
of September 30, 2003 and December 31, 2002, respectively. These amounts have been derived
primarily from distributions of the joint ventures in excess of the respective minority
partners historical investment in the joint ventures used for financial reporting
purposes. This amount will be realized upon the sale of the respective joint venture
property or dissolution of the respective joint venture. The underlying assets of the
joint ventures are assessed for asset impairment on a periodic basis.

Consolidation of Variable
Interest Entities

In January 2003, the Financial
Accounting Standards Board (FASB) issued FASB Interpretation No. 46 (FIN
46), Consolidation of Variable Interest Entities. FIN 46 provides guidance on how to
identify a variable interest entity (VIE) and determine when the assets,
liabilities, noncontrolling interests and results of operations of a VIE are to be
included in an entitys consolidated financial statements. A VIE exists when either
the total equity investment at risk is not sufficient to permit the entity to finance its
activities by itself, or the equity investors lack one of three characteristics associated
with owning a controlling financial interest. Those characteristics include the direct or
indirect ability to make decisions about an entitys activities through voting rights
or similar rights, the obligation to absorb the expected losses of an entity if they
occur, and the right to receive the expected residual returns of the entity if they occur.

7

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FIN 46 was effective immediately for
new entities created or acquired after February 1, 2003, and will become effective for the
period ending December 31, 2003 for entities in which we had a variable interest prior to
February 1, 2003. We are presently evaluating the effect of this pronouncement.

Minority Interest

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

We consolidate certain properties
that are also owned by affiliated parties that have noncontrolling interests. In certain
cases, the applicable joint venture agreement provides for a contractual termination date
of the agreement based on certain specified events. SFAS 150 describes this type of
arrangement as a limited-life subsidiary. SFAS 150 requires the disclosure of
the estimated settlement value of these noncontrolling interests. As of September 30,
2003, the estimated settlement value of these noncontrolling interests is approximately
$527,000. This settlement value is based on estimated third party consideration paid to
the joint venture upon disposition of the property and is net of all other assets and
liabilities including any yield maintenance that would have been due on that date had the
mortgage encumbering the property been prepaid on September 30, 2003. Due to the inherent
risks and uncertainties related to the operations and sale of real estate assets, among
other things, the amount of any potential distribution to the noncontrolling interests is
likely to change.

# Note 2  Use of
Estimates in the Preparation of Financial Statements

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

# Note 3 
Concentration of Credit Risk

We own and operate, either wholly or
through a joint venture, five apartment communities  Park Place Apartments Phases I
and III, in Lexington, Kentucky, Willow Lake Apartments, in Indianapolis, Indiana and
Sabal Park and Golf Brook Apartments, in Orlando, Florida. We also own and operate,
through a joint venture, a commercial rental property  Plainview Point Office

8

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Center Phase III, in Louisville,
Kentucky. Substantially all of the commercial propertys tenants are local businesses
or are businesses which have operations in the Louisville area.

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

# Note 4  Cash and
Equivalents

We have a cash management program
which provides for the overnight investment of excess cash balances. Under an agreement
with a bank, excess cash is invested in a repurchase agreement for U.S. government or
agency securities each night. As of September 30, 2003, approximately $347,000 of our
overnight investment was included in cash and equivalents.

# Note 5  Cash and
Equivalents  Restricted

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

# Note 6  Basis of
Property and Depreciation

Land, buildings and amenities are
stated at cost. Costs directly associated with the acquisition, development and
construction of a project are capitalized. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets which are 5-30 years
for land improvements, 5-30 years for buildings and improvements, 3-30 years for amenities
and the applicable lease term for tenant improvements. The aggregate cost of our
properties for federal tax purposes is approximately $76,299,000.

Statement of Financial Accounting
Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, specifies circumstances in which certain long-lived assets must
be reviewed for impairment. If 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 period ended September 30, 2003, did not
result in an impairment loss.

9

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# Note 7  Mortgages
and Notes Payable

Mortgages and notes payable consist
of the following:

`September 30,        December 31,
                                                                        2003                 2002
                                                                  ----------------    -----------------
Mortgage payable with an insurance company in monthly
installments, bearing interest at 7.74%, due October 15, 2012,
secured by certain land, buildings and amenities.              $        11,098,197 $         11,365,873

Mortgage payable with an insurance company in monthly
installments, bearing interest at 7.57%, due May 15, 2009,
secured by certain land, buildings and amenities.                        6,264,488            6,899,113

Mortgage payable with an insurance company in monthly
installments, bearing interest at 7.32%, due October 15, 2012,
secured by certain land, buildings and amenities.                        6,191,888            6,542,283

Mortgage payable with an insurance company in monthly
installments, bearing interest at 8.375%, due December 1, 2010,
secured by certain land, buildings and amenities.                        3,008,359            3,065,058

Mortgage payable with an insurance company in monthly
installments, bearing interest at 7.38%, due December 5, 2012,
secured by certain land, buildings and amenities.                        2,083,016            2,197,714

Mortgage payable with an insurance company in monthly
installments, bearing interest at 6.93%, due December 5, 2012,
secured by certain land, buildings and amenities.                        1,966,398            1,989,927

Mortgage payable with an insurance company in monthly
installments, bearing interest at 7.38%, due December 5, 2012,
secured by certain land, buildings and amenities.                        1,388,678            1,465,143

Notes payable to a bank in monthly installments, bearing interest
at the Prime Rate, but not less than 6.00%, repaid in March
2003.                                                                           --               11,317
                                                                  ----------------    -----------------

                                                               $        32,001,024 $         33,536,428
                                                                  ================    =================`

Based on the borrowing rates
currently available to us for mortgages with similar terms and average maturities, the
fair value of long-term debt is approximately $34,706,000.

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

10

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# Note 8  Related
Party Transactions

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

We were charged the following amounts
from NTS Development Company for the nine months ended September 30, 2003 and 2002. 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.

`Nine Months Ended
                                                                      September 30,
                                                         ----------------------------------------
                                                                2003                 2002
                                                         -------------------  -------------------

Property management fees                                $            414,067 $            404,750
                                                         -------------------  -------------------

Property management                                                  791,923              771,247
Leasing                                                              122,351              148,513
Administrative - operating                                           229,787              248,257
Other                                                                  9,220               36,982
                                                         -------------------  -------------------

     Total operating expenses - affiliated                         1,153,281            1,204,999
                                                         -------------------  -------------------

Professional and administrative expenses - affiliated                295,550              269,411
                                                         -------------------  -------------------

Repair and maintenance fees                                           35,307                1,168
Leasing commissions                                                   12,878                3,197
                                                         -------------------  -------------------

     Total related party transactions  capitalized                    48,185                4,365
                                                         -------------------  -------------------

Total related party transactions                        $          1,911,083 $          1,883,525
                                                         ===================  ===================`

During the nine months ended
September 30, 2003 and 2002, we were charged $ 22,232 and $22,190, respectively, for
property maintenance fees from an affiliate of NTS Development Company.

11

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# Note 9 
Commitments and Contingencies

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

As of September 30, 2003, we had a
commitment from a tenant to lease approximately 11,000 square feet of Plainview Point
Office Center Phase III. The lease agreement calls for tenant finish, estimated to cost
approximately $432,000 of which our share will be approximately $411,000. The tenant
finish cost will be funded by loan proceeds of $400,000 from a note payable obtained
October 1, 2003 (see Note 12 Subsequent Event for further discussion on the
new loan) and cash reserves. Through September 30, 2003, approximately $98,000 of the
tenant finish cost has been incurred of which our share is approximately $93,000.

Litigation

We, our general partner and two
affiliated entities have been sued by Elder Construction & Associates, Inc.
(Elder Construction) in Jefferson Circuit Court, Louisville, Kentucky. Elder
Construction was hired to be the framing subcontractor with respect to certain
improvements at Phase III of Park Place Apartments in Lexington, Kentucky. The Complaint
of Elder Construction, which was originally filed in November 1999, alleged, inter
alia, breach of contract. The Complaint requested judgment against the defendants in
the amount of $233,122, plus interest, and other relief.

We and the other defendants have
answered the complaint, and have asserted counterclaims against the plaintiff for,
inter alia, breach of contract. We, our general partner and the two entities
affiliated with us believe that the suit brought by Elder Construction is without merit
and will vigorously defend it, including the prosecution of counterclaims against Elder
Construction. The case had been set for trial in June 2002, but the parties subsequently
agreed to binding arbitration to settle this lawsuit. We believe that the resolution of
these legal proceedings, through binding arbitration, will not have a material effect on
our consolidated financial position or results of operations.

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

12

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

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

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

On October 1, 2003, in the
Bohm litigation the judge granted the defendants motion to extend a stay that
had previously been agreed upon by the parties which expired on September 8, 2003. The
stay will remain in effect only if the parties in the Buchanan litigation seek
preliminary approval of a settlement of that litigation by November 19, 2003 and the final
settlement of the Buchanan litigation includes releases relating to the Bohm
litigation. If these two conditions are satisfied, the stay will become permanent when the
Buchanan settlement is subject to a final, non-appealable order. For the nine
months ended September 30, 2003, our share of the legal costs for theBuchanan and
Bohm litigations was approximately $217,000, which was included in our professional
and administrative expenses.

13

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

Proposed Merger

On June 20, 2003, our general
partner, along with the general partners of four public partnerships affiliated with us,
reached an agreement in principle with representatives of the class of plaintiffs to
settle the action captioned Buchanan et al. v. NTS-Properties Associates et al.
(Case No. C 01- 05090). The action was originally filed in the Superior Court of the State
of California for the County of Contra Costa against the general partners and several
affiliated individuals and entities in December 2001. The settlement is subject to, among
other things, preparing and executing a settlement agreement to be presented to the court
for preliminary and final approval. The proposed settlement would include releases for all
of the parties for any of the claims asserted in the Buchanan litigation and the
class action and derivative litigation filed in the Circuit Court of Jefferson County,
Kentucky and captioned Bohm et al. v. J.D. Nichols et al.(Case No. 03-CI- 01740).

As part of the proposed settlement of
the Buchanan and Bohmlitigation, the general partners have agreed to pursue
a merger of the partnerships along with other real estate entities affiliated with the
general partners into a newly-formed partnership. The general partners would seek to list
the limited partnership interests to be issued in the merger on a national securities
exchange. The merger will be subject to, among other things, approval by holders of a
majority of the limited partner interests in each partnership, final approval of the court
in which the Buchanan litigation is pending and receipt by the general partners of
an opinion regarding the fairness of the merger to the limited partners from a financial
point of view. An independent appraiser has been retained to appraise all of the
properties owned by the existing partnerships and affiliated entities that would be owned
after the merger by the new partnership. The appraisal will be used in establishing
exchange values which will determine the number of interests that will be issued to each
existing partnership in the merger. The interests in the newly-formed partnership will be
subsequently distributed to the limited and general partners in each existing partnership
as though each partnership had been liquidated. The general partners have also retained a
third party to provide an opinion on the fairness of the merger to limited partners from a
financial point of view. For the nine months ended September 30, 2003, our share of the
legal and professional fees for the proposed merger was approximately $110,000.

# Note 10  Segment
Reporting

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

14

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The financial information of the
operating segments has been prepared using a management approach, which is consistent with
the basis and manner in which our management internally disaggregates financial
information for the purposes of assisting in making internal operating decisions. We
evaluate performance based on stand-alone operating segment net income.

`Three Months Ended September 30, 2003
                                      ----------------------------------------------------------

                                         Residential         Commercial             Total
                                      -----------------  ------------------  -------------------
Rental income                        $        2,569,027 $           125,174 $          2,694,201
Interest and other income                         1,738                  96                1,834
                                      -----------------  ------------------  -------------------

     Total net revenues              $        2,570,765 $           125,270 $          2,696,035
                                      =================  ==================  ===================

Operating expenses and operating
  expenses - affiliated              $        1,078,923 $            73,199 $          1,152,122
Interest expense                                217,316                  --              217,316
Management fees                                 129,067               7,585              136,652
Real estate taxes                               228,867               6,510              235,377
Depreciation and amortization                   581,407              53,047              634,454
                                      -----------------  ------------------  -------------------

     Total expenses                  $        2,235,580 $           140,341 $          2,375,921
                                      =================  ==================  ===================

     Net income (loss)               $          335,185 $           (15,071)$            320,114
                                      =================  ==================  ===================`

`Three Months Ended September 30, 2002
                                      ----------------------------------------------------------

                                         Residential         Commercial             Total
                                      -----------------  ------------------  -------------------
Rental income                        $        2,530,491 $           139,776 $          2,670,267
Interest and other income                         6,345                 225                6,570
Gain on sale of assets                              260                  --                  260
                                      -----------------  ------------------  -------------------

     Total net revenues              $        2,537,096 $           140,001 $          2,677,097
                                      =================  ==================  ===================

Operating expenses and operating
  expenses - affiliated              $        1,144,235 $            77,569 $          1,221,804
Loss on disposal of assets                        5,048                  --                5,048
Interest expense                                219,337                  --              219,337
Management fees                                 127,675               8,790              136,465
Real estate taxes                               221,019               8,796              229,815
Depreciation and amortization                   630,930              46,227              677,157
                                      -----------------  ------------------  -------------------

     Total expenses                  $        2,348,244 $           141,382 $          2,489,626
                                      =================  ==================  ===================

     Net income (loss)               $          188,852 $            (1,381)$            187,471
                                      =================  ==================  ===================`

15

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`Nine Months Ended September 30, 2003
                                      ---------------------------------------------------------

                                         Residential         Commercial            Total
                                      -----------------  ------------------  ------------------
Rental income                        $        7,769,900 $           383,437 $         8,153,337
Interest and other income                         9,861                 368              10,229
                                      -----------------  ------------------  ------------------

     Total net revenues              $        7,779,761 $           383,805 $         8,163,566
                                      =================  ==================  ==================

Operating expenses and operating
  expenses - affiliated              $        3,202,512 $           227,740 $         3,430,252
Loss on disposal of assets                      103,506                  --             103,506
Interest expense                                653,520                  --             653,520
Management fees                                 390,415              23,652             414,067
Real estate taxes                               833,202              19,530             852,732
Depreciation and amortization                 1,738,190             153,134           1,891,324
                                      -----------------  ------------------  ------------------

     Total expenses                  $        6,921,345 $           424,056 $         7,345,401
                                      =================  ==================  ==================

     Net income (loss)               $          858,416 $           (40,251)$           818,165
                                      =================  ==================  ==================`

`Nine Months Ended September 30, 2002
                                      ---------------------------------------------------------

                                         Residential         Commercial            Total
                                      -----------------  ------------------  ------------------
Rental income                        $        7,448,202 $           419,398 $         7,867,600
Interest and other income                        12,669               2,845              15,514
Gain on sale of assets                              539                  --                 539
                                      -----------------  ------------------  ------------------

     Total net revenues              $        7,461,410 $           422,243 $         7,883,653
                                      =================  ==================  ==================

Operating expenses and operating
  expenses - affiliated              $        3,144,768 $           237,873 $         3,382,641
Loss on disposal of assets                        5,580                  --               5,580
Interest expense                                612,065                  --             612,065
Management fees                                 379,461              25,289             404,750
Real estate taxes                               672,362              26,388             698,750
Depreciation and amortization                 1,896,946             139,748           2,036,694
                                      -----------------  ------------------  ------------------

     Total expenses                  $        6,711,182 $           429,298 $         7,140,480
                                      =================  ==================  ==================

     Net income (loss)               $          750,228 $            (7,055)$           743,173
                                      =================  ==================  ==================`

16

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`A reconciliation of the totals reported for the operating segments to the applicable line items in
the consolidated financial statements for the three and nine months ended September 30, 2003
and 2002,  is necessary given amounts recorded at the Partnership level and not allocated to the
operating properties for internal reporting purposes.


                                                                  Three Months Ended
                                                                    September 30,
                                                       ----------------------------------------
                                                              2003                 2002
                                                       -------------------  -------------------
NET REVENUES
Total revenues for reportable segments                $          2,696,035 $          2,677,097
Other income for Partnership                                         2,748                2,704
                                                       -------------------  -------------------

     Total consolidated net revenues                  $          2,698,783 $          2,679,801
                                                       ===================  ===================

INTEREST EXPENSE
Interest expense for reportable segments              $            217,316 $            219,337
Interest expense for Partnership                                   414,208              434,744
                                                       -------------------  -------------------

     Total interest expense                           $            631,524 $            654,081
                                                       ===================  ===================

DEPRECIATION AND AMORTIZATION
Total depreciation and amortization for reportable
  segments                                            $            634,454 $            677,157
Depreciation and amortization for Partnership                       22,367               22,367
                                                       -------------------  -------------------

     Total depreciation and amortization              $            656,821 $            699,524
                                                       ===================  ===================

NET INCOME (LOSS)
Total net income for reportable segments              $            320,114 $            187,471
Less minority interest for Partnership                               7,674                9,043
Plus net loss for Partnership                                     (676,374)            (612,328)
                                                       -------------------  -------------------

     Total net loss                                   $           (363,934)$           (433,900)
                                                       ===================  ===================`

17

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`Nine Months Ended
                                                                     September 30,
                                                       ----------------------------------------
                                                              2003                 2002
                                                       -------------------  -------------------
NET REVENUES
Total revenues for reportable segments                $          8,163,566 $          7,883,653
Other income for Partnership                                         7,077                4,033
                                                       -------------------  -------------------

     Total consolidated net revenues                  $          8,170,643 $          7,887,686
                                                       ===================  ===================

INTEREST EXPENSE
Interest expense for reportable segments              $            653,520 $            612,065
Interest expense for Partnership                                 1,234,883            1,305,320
                                                       -------------------  -------------------

     Total interest expense                           $          1,888,403 $          1,917,385
                                                       ===================  ===================

DEPRECIATION AND AMORTIZATION
Total depreciation and amortization for reportable
  segments                                            $          1,891,324 $          2,036,694
Depreciation and amortization for Partnership                       67,100               67,100
                                                       -------------------  -------------------

     Total depreciation and amortization              $          1,958,424 $          2,103,794
                                                       ===================  ===================

NET INCOME (LOSS)
Total net income for reportable segments              $            818,165 $            743,173
Less minority interest for Partnership                              22,753               25,028
Plus net loss for Partnership                                   (2,169,659)          (1,799,488)
                                                       -------------------  -------------------

     Total net loss                                   $         (1,374,247)$         (1,081,343)
                                                       ===================  ===================`

Note 12  Subsequent
Event

On October 1, 2003, we obtained an
unsecured note payable in the amount of $400,000. The note bears interest at the Prime
Rate and the maturity date is October 1, 2004. Interest will be paid monthly with the
principal due at maturity. The proceeds of this loan will be used for tenant finish cost
at Plainview Point Office Center Phase III.

18

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# Item 2 
Managements Discussion and Analysis of Financial Condition and Results of Operations

This Managements Discussion and
Analysis of Financial Condition and Results of Operations (MD&A) should be
read in conjunction with the Consolidated Financial Statements in Item 1 and the
cautionary statements below.

# Critical Accounting
Policies

The accompanying consolidated
financial statements were prepared in conformity with accounting principles generally
accepted in the United States. Application of these accounting principles requires us to
make estimates about the future resolution of existing uncertainties; as a result, actual
results could differ from these estimates. In preparing these financial statements, we
have made our best estimates and judgements of the amounts and disclosures included in the
financial statements, giving due regard to materiality.

Impairment

We review properties for impairment
on a property-by-property basis whenever events or changes in circumstances indicate that
the carrying value may not be recoverable. These circumstances include, but are not
limited to, declines in cash flows, occupancy and comparable sales per square foot at the
property. We would be required to recognize an impairment when a propertys estimated
undiscounted cash flow is less than the carrying value of the property. To the extent an
impairment has occurred, we charge to income the excess of the carrying value of the
property over its estimated fair value. We may decide to sell properties that are held for
use. The sales prices of these properties may differ from their carrying values.

# Results of Operations

The following tables include our
selected summarized operating data for the three and nine months ended September 30, 2003
and 2002. This data should be read in conjunction with our financial statements, including
the notes thereto, in Part I, Item 1 of this report.

`Three Months Ended September 30, 2003
                                    ----------------------------------------------------------------------
                                        Residential       Commercial       Partnership         Total
                                    ----------------------------------------------------------------------
Net revenues                         $      2,570,765 $         125,270 $          2,748 $       2,698,783
Operating expenses and operating
  expenses - affiliated                     1,078,923            73,199               --         1,152,122
Interest expense                              217,316                --          414,208           631,524
Depreciation and amortization                 581,407            53,047           22,367           656,821
Net income (loss)                             335,185           (15,071)        (684,048)         (363,934)`

19

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`Three Months Ended September 30, 2002
                                    ----------------------------------------------------------------------
                                        Residential       Commercial       Partnership         Total
                                    ----------------------------------------------------------------------
Net revenues                         $      2,537,096 $         140,001 $          2,704 $       2,679,801
Operating expenses and operating
  expenses - affiliated                     1,144,235            77,569               --         1,221,804
Interest expense                              219,337                --          434,744           654,081
Depreciation and amortization                 630,930            46,227           22,367           699,524
Net income (loss)                             188,852            (1,381)        (621,371)         (433,900)`

`Nine Months Ended September 30, 2003
                                    ----------------------------------------------------------------------
                                        Residential       Commercial       Partnership         Total
                                    ----------------------------------------------------------------------
Net revenues                         $      7,779,761 $         383,805 $          7,077 $       8,170,643
Operating expenses and operating
  expenses - affiliated                     3,202,512           227,740               --         3,430,252
Interest expense                              653,520                --        1,234,883         1,888,403
Depreciation and amortization               1,738,190           153,134           67,100         1,958,424
Net income (loss)                             858,416           (40,251)      (2,192,412)       (1,374,247)`

`Nine Months Ended September 30, 2002
                                    ----------------------------------------------------------------------
                                        Residential       Commercial       Partnership         Total
                                    ----------------------------------------------------------------------
Net revenues                         $      7,461,410 $         422,243 $          4,033 $       7,887,686
Operating expenses and operating
  expenses - affiliated                     3,144,768           237,873               --         3,382,641
Interest expense                              612,065                --        1,305,320         1,917,385
Depreciation and amortization               1,896,946           139,748           67,100         2,103,794
Net income (loss)                             750,228            (7,055)      (1,824,516)       (1,081,343)`

During our most recent operating
period our continuing net losses have been negatively impacted by the expenses related to
our ongoing litigation. Residential net revenues have increased and operating expenses and
operating expenses  affiliated have generally followed in line with net revenues.
Commercial net revenues have decreased due to the decreased occupancy at Plainview Point
Office Center Phase III.

Rental and other income generated by
our properties and joint ventures for the three and nine months ended September 30, 2003
and 2002 were as follows:

`Three Months Ended           Nine Months Ended
                                                          September 30,               September 30,
                                                  ---------------------------  ---------------------------
                                                      2003          2002           2003          2002
                                                  -------------  ------------  -------------  ------------
Wholly-Owned Properties
Sabal Park Apartments                            $      445,651 $     477,564 $    1,433,691 $   1,416,933
Park Place Apartments Phase I                    $      442,074 $     377,403 $    1,298,209 $   1,078,554
Willow Lake Apartments                           $      535,561 $     602,864 $    1,671,185 $   1,828,080
Park Place Apartments Phase III                  $      381,188 $     332,946 $    1,146,962 $     935,895

Joint Venture Properties
(Ownership % on September 30, 2003)
Golf Brook Apartments (96.03%)                   $      766,291 $     746,319 $    2,229,714 $   2,201,948
Plainview Point Office Center Phase III (95.04%) $      125,270 $     140,001 $      383,805 $     422,243`

20

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The occupancy levels at our
properties and joint ventures as of September 30, 2003 and 2002 were as follows:

`2003                        2002
                                                       -------------------         -------------------
Wholly-Owned Properties
Sabal Park Apartments                                          88%                         93%
Park Place Apartments Phase I                                  94%                         85%
Willow Lake Apartments                                         86%                         87%
Park Place Apartments Phase III                                88%                         93%

Joint Venture Properties
(Ownership % on September 30, 2003)
Golf Brook Apartments (96.03%)                                 97%                         94%
Plainview Point Office Center Phase III (95.04%)               52%                         56%`

The average occupancy levels at our
properties and joint ventures for the three and nine months ended September 30, 2003 and
2002 were as follows:

`Three Months Ended             Nine Months Ended
                                                          September 30,                 September 30,
                                                   ---------------------------   ---------------------------
                                                      2003            2002          2003            2002
                                                   -----------     -----------   -----------     -----------
Wholly-Owned Properties
Sabal Park Apartments                                  88%             93%           93%             91%
Park Place Apartments Phase I                          94%             81%           89%             76%
Willow Lake Apartments                                 85%             87%           86%             89%
Park Place Apartments Phase III                        91%             86%           93%             78%

Joint Venture Properties
(Ownership % on September 30, 2003)
Golf Brook Apartments (96.03%)                         96%             97%           93%             91%
Plainview Point Office Center Phase III (95.04%)       50%             56%           49%             55%`

In an effort to continue to improve
occupancy at our apartment communities, we have an on-site leasing staff, who are
employees of NTS Development Company, at each of the apartment communities. The staff
handles all on-site visits from potential tenants, coordinates local advertising with NTS
Development Companys marketing staff, makes visits to local companies to promote
fully furnished apartments, and negotiates lease renewals with current residents. The
leasing and renewal negotiations for our commercial property are handled by leasing
agents, who are employees of NTS Development Company, located in Louisville, Kentucky. The
leasing agents are located in the same city as the commercial property. All advertising
for the commercial property is coordinated by NTS Development Companys marketing
staff located in Louisville, Kentucky.

The following discussion relating to
changes in our results of operations includes only those line items within our Statements
of Operations for which there was a material change between the three and nine months
ending September 30, 2002 and 2003.

21

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Loss on Disposal of Assets

The loss on disposal of assets for
the nine months ended September 30, 2003, can be attributed to partial retirements at
Willow Lake Apartments as a result of the clubhouse renovation, stair bracket replacement
and clubhouse landscaping, and at Sabal Park Apartments as the result of walkway and curb
replacements.

Real Estate Taxes

Real estate tax increased $154,000,
or 22%, for the nine months ended September 30, 2003, as compared to the same period in
2002. The increase is primarily due to the increased tax assessment at Willow Lake
Apartments, partially offset by the decreased tax assessments at Park Place Apartments
Phase I and Plainview Point Office Center Phase III.

Professional and
Administrative Expenses

Professional and administrative
expenses increased approximately $79,000 and $418,000 for the three and nine months ended
September 30, 2003, respectively, as compared to the same periods in 2002. The increase is
mainly the result of increased legal and professional fees related to our proposed merger
and litigation filed by limited partners. See the following discussion under the caption
Proposed Merger, and Part II, Item 1 of this Form 10-Q.

Professional and
Administrative Expenses  Affiliated

Professional and administrative
expenses  affiliated increased approximately $26,000, or 10%, for the nine months
ended September 30, 2003, as a result of increased personnel costs. Professional and
administrative expenses  affiliated are expenses incurred for services performed by
employees of NTS Development Company, an affiliate of our general partner. These employee
services include legal, finance and other services necessary to manage and operate our
business.

Liquidity and Capital
Resources

The following table sets forth the
cash provided by or used in operating activities, investing activities and financing
activities for the nine months ended September 30, 2003 and 2002.

Cash flows (used in) provided by:

`Nine Months Ended
                                                                        September 30,
                                                          -----------------------------------------
                                                                 2003                  2002
                                                          ------------------    -------------------
Operating activities                                   $           1,589,999 $            1,377,363
Investing activities                                                (735,215)               (86,866)
Financing activities                                              (1,535,404)               509,264
                                                          ------------------    -------------------

     Net (decrease) increase in cash and equivalents   $            (680,620)$            1,799,761
                                                          ==================    ===================`

22

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Cash Flows

Net cash provided by operating
activities increased approximately $213,000, or 15%, for the nine months ended September
30, 2003, as compared to the same period in 2002. The increase was primarily driven by the
change in accounts payable, partially offset by reduced earnings from operations before
noncash items.

The increase of approximately
$648,000, in net cash used in investing activities during the nine months ended September
30, 2003, as compared to the same period in 2002, was primarily due to increased capital
expenditures for a clubhouse renovation, a paving project and stair bracket replacements
at Willow Lake Apartments and tenant finish at Plainview Point Office Center Phase III.

The increase of approximately
$2,045,000 in net cash used in financing activities, during the nine months ended
September 30, 2003, as compared to the same period in 2002, was primarily due to the fact
that $2,000,000 in loan proceeds were received during the nine months ended September 30,
2002. The increase is also the result of an increase in principal payments made on
mortgages payable.

Due to the fact that no distributions
were made during the nine months ended September 30, 2003 or 2002, the table which
presents that portion of the distributions that represents a return of capital on
accounting principles generally accepted in the United States basis has been omitted.

Future Liquidity

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

The demand on future liquidity is
anticipated to increase as a result of the replacement of the roofs at both Willow Lake
Apartments (26 buildings) and Park Place Apartments Phase I (23 buildings) all of which
were installed using shingles produced by a single manufacturer. The shingles appear to
contain defects which may cause roofs to fail. As the shingle manufacturer has declared
bankruptcy, we do not expect to be able to recover any of the costs of the roof
replacements in the event of any such failures. We do not have sufficient working capital
to make all of the roof replacements at one time. As of September 30, 2003, five buildings
at Willow Lake Apartments have had roofs replaced. The total cost of replacing all of the
remaining roofs is estimated to be $880,000 ($20,000 per building).

23

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The demand on future liquidity is
also anticipated to increase as we continue our efforts in the leasing of Plainview Point
Office Center Phase III. One tenant which occupied 16,895 square feet, or 27%, of the
building, vacated its space on November 30, 2001. As a result of this vacancy, there will
likely be a protracted period extending beyond 2003 for the property to become fully
leased again. As of September 30, 2003 we have a commitment from a tenant to lease
approximately 11,000 square feet of Plainview Point Office Center Phase III. The lease
agreement calls for tenant finish, estimated to cost approximately $432,000 of which our
share will be approximately $411,000. The tenant finish cost will be funded by loan
proceeds of $400,000 from a note payable obtained October 1, 2003 and cash reserves.
Through September 30, 2003, approximately $98,000 of the tenant finish cost has been
incurred of which our share is approximately $93,000. It is estimated that an additional
$285,000 will be needed for tenant finish costs in order to return the building to full
occupancy. Our share of these additional costs will be approximately $271,000.

We anticipate using cash provided by
operations and cash reserves to fund a portion of the capital improvements and leasing
costs described above. However, we believe that funding these expenses will also require
existing financing or additional financing secured by our properties and there is no
assurance that this financing will be available.

We had no other material commitments
for renovations or capital expenditures as of September 30, 2003.

# Proposed Merger

On June 20, 2003, our general
partner, along with the general partners of four public partnerships affiliated with us,
reached an agreement in principle with representatives of the class of plaintiffs to
settle the action captioned Buchanan et al. v. NTS-Properties Associates et al.(Case No.
C 01- 05090). The action was originally filed in the Superior Court of the State of
California for the County of Contra Costa against the general partners and several
affiliated individuals and entities in December 2001. The settlement is subject to, among
other things, preparing and executing a settlement agreement to be presented to the court
for preliminary and final approval. The proposed settlement would include releases for all
of the parties for any of the claims asserted in the Buchananlitigation and the class
action and derivative litigation filed in the Circuit Court of Jefferson County, Kentucky
and captioned Bohm et al. v. J.D. Nichols et al.(Case No. 03-CI- 01740).

As part of the proposed settlement,
the general partners have agreed to pursue a merger of the partnerships along with other
real estate entities affiliated with the general partners into a newly-formed partnership.
The general partners would seek to list the limited partnership interests to be issued in
the merger on a national securities exchange. The merger will be subject to, among other
things, approval by holders of a majority of the limited partner interests in each
partnership, final approval of the court in which the Buchananlitigation is pending and
receipt by the general partners of an opinion regarding the fairness of the merger to the
limited partners from a financial

24

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point of view. An independent
appraiser has been retained to appraise all of the properties owned by the existing
partnerships and affiliated entities that would be owned after the merger by the new
partnership. The appraisal will be used in establishing exchange values which will
determine the number of interests that will be issued to each existing partnership in the
merger. The interests in the newly-formed partnership will be subsequently distributed to
the limited and general partners in each existing partnership as though each partnership
had been liquidated. The general partners have also retained a third party to provide an
opinion on the fairness of the merger to limited partners from a financial point of view.
For the nine months ended September 30, 2003, our share of the legal and professional fees
for the proposed merger was approximately $110,000.

# Website Information

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

# Item 3 
Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk exposure with
regard to financial instruments stems from changes in interest rates. All of our debt
bears interest at a fixed rate. A hypothetical 100 basis point increase in interest rates
would result in an approximate $1,556,000 decrease in the fair value of debt.

# Item 4  Controls
and Procedures

The Chief Executive Officer and Chief
Financial Officer of NTS Capital Corporation, the general partner of our general partner,
have concluded, based on their evaluation as of September 30, 2003, that our disclosure
controls and procedures are effective for gathering, analyzing and disclosing the
information we are required to disclose in our reports filed under the Securities Exchange
Act of 1934. There have been no significant changes in our internal controls over
financial reporting or in other factors that could significantly affect these controls
subsequent to the date of the previously mentioned evaluation.

25

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# PART II  OTHER
INFORMATION

# Item 1  Legal
Proceedings

On October 1, 2003, in the litigation
against our general partner, the general partners of four public partnerships affiliated
with us and several individuals and entities affiliated with us captioned Bohm
et al. v. J.D. Nichols et al. (Case No. 03-CI-01740) that is pending in the Circuit
Court of Jefferson County, Kentucky, the judge granted the defendants motion to
extend a stay that had previously been agreed upon by the parties which expired on
September 8, 2003. The stay will remain in effect only if the parties in the litigation
captioned Buchanan et al. v. NTS-Properties Associates et al. (Case No. C
01-05090), filed against our general partner, the general partners of four public
partnerships affiliated with us and several individuals and entities affiliated with us
that is pending in the Superior Court of the State of California, seek preliminary
approval of a settlement of that litigation by November 19, 2003 and the final settlement
of the Buchanan litigation includes releases relating to the Bohm
litigation. If these two conditions are satisfied, the stay will become permanent when the
Buchanan settlement is subject to a final, non-appealable order.

Items 2 through 5 are omitted
because these items are inapplicable or the answers to the items are negative.

# Item 6  Exhibits
and Reports on Form 8-K

|(a) | Exhibits
|--- | --------

|(3) | Amended and Restated Agreement and Certificate of Limited Partnership of
          NTS-Properties VI, a Maryland Limited Partnership. *
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

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

|(31.1) | Certification of Chief Executive Officer Pursuant to SEC Rules 13a-15(e) and
          15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
          ***
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(31.2) | Certification of Chief Financial Officer Pursuant to SEC Rules 13a-15(e) and
          15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
          ***
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(32.1) | Certification of Chief Executive Officer Pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002. ***
|------ | -----------------------------------------------------------------------------------------------------------------

|(32.2) | Certification of Chief Financial Officer Pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002. ***
|------ | -----------------------------------------------------------------------------------------------------------------

|(b) | Reports on Form 8-K None.
|--- | -------------------------

|* |  | 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).
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** |  | Attached as an exhibit to this Quarterly Report on Form 10-Q.
|--- |  | -------------------------------------------------------------

26

---

SIGNATURES

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

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

|/s/ Brian F. Lavin                                
|--------------------------------------------------
|                                                  
|Brian F. Lavin                                    
|President of NTS Capital Corporation              
|                                                  
|                                                  
|/s/ Gregory A. Wells                              
|                                                  
|Gregory A. Wells                                  
|Chief Financial Officer of NTS Capital Corporation

Date: November 14, 2003

27

---

EXHIBIT INDEX

|Exhibit Number | Description of Document
|-------------- | -----------------------
|               | 3                      
|               | 3a                     
|               | 31.1                   
|               | 31.2                   
|               | 32.1                   
|               | 32.2                   

| | * | 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).
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | *** | Attached as an exhibit to this Quarterly Report on Form 10-Q.
| | --- | -------------------------------------------------------------

28

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