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

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FORM 10-Q

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

For the quarterly period ended September 30, 2002

OR

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

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Commission File Number 0-14695

NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP

Incorporated pursuant to the Laws of the State of Maryland

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Internal Revenue Service - Employer Identification No. 61-1066060

10172 Linn Station Road, Louisville, Kentucky 40223

(502) 426-4800

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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  |   |

TABLE OF CONTENTS

PART I

|        |  |                                                            |  |      
|------- |  | ---------------------------------------------------------- |  | -----
|        |  |                                                            |  | Pages
|       
|Item 1. |  | Financial Statements                                      
|       
|        |  | Consolidated Balance Sheets as of September 30, 2002       |  |      
|        |  | and December 31, 2001                                      |  | 3    
|       
|        |  | Consolidated Statement of Partners' Equity                 |  |      
|        |  | as of september 30, 2002                                   |  | 3    
|       
|        |  | Consolidated Statements of Operations for the Three Months |  |      
|        |  | and Nine Months Ended September 30, 2002 and 2001          |  | 4    
|       
|        |  | Consolidated Statements of Cash Flows for the Nine Months  |  |      
|        |  | Ended September 30, 2002 and 2001                          |  | 5    
|       
|        |  | Notes to Consolidated Financial Statements                 |  | 6-15 
|       
|Item 2. |  | Management's Discussion and Analysis of Financial          |  |      
|        |  | Condition and Results of Operations                        |  | 16-23
|       
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk |  | 23   
|       
|Item 4. |  | Controls and Procedures                                    |  | 23   

PART II

|               |  |                                                     |  |      
|-------------- |  | --------------------------------------------------- |  | -----
|              
|Item 1.        |  | Legal Proceedings                                   |  | 24   
|              
|Item 2.        |  | Changes in Securities                               |  | 24   
|              
|Item 3.        |  | Defaults Upon Senior Securities                     |  | 24   
|              
|Item 4.        |  | Submission of Matters to a Vote of Security Holders |  | 24   
|              
|Item 5.        |  | Other Information                                   |  | 24   
|              
|Item 6.        |  | Exhibits and Reports on Form 8-K                    |  | 24   
|              
|Signatures     |  |                                                     |  | 25   
|              
|Certifications |  |                                                     |  | 26-27

2

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,
                                                                 2002                2001*
                                                           -----------------   ------------------
                                                              (UNAUDITED)
ASSETS
------
Cash and equivalents                                      $        1,859,928  $            60,167
Cash and equivalents - restricted                                    383,271              217,906
Accounts receivable,  net of allowance for doubtful
  accounts of $3,912 at September 30, 2002 and $2,390
  at December 31, 2001                                                55,614               52,389
Land, buildings and amenities, net                                42,920,993           44,986,348
Other assets                                                       1,215,814            1,179,318
                                                           -----------------   ------------------

      TOTAL ASSETS                                        $       46,435,620  $        46,496,128
                                                           =================   ==================

LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Mortgages and notes payable                               $       34,040,834  $        33,474,382
Accounts payable                                                     673,460              932,295
Security deposits                                                    230,943              223,533
Other liabilities                                                  1,019,958              314,150
                                                           -----------------   ------------------

      TOTAL LIABILITIES                                           35,965,195           34,944,360

COMMITMENTS AND CONTINGENCIES (Note 10)

PARTNERS' EQUITY                                                  10,470,425           11,551,768
                                                           -----------------   ------------------

TOTAL LIABILITIES AND PARTNERS' EQUITY                    $       46,435,620  $        46,496,128
                                                           =================   ==================`

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                                  (14,096,238)             (93,996)         (14,190,234)
Net loss - current year                                  (1,070,530)             (10,813)          (1,081,343)
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 AT SEPTEMBER 30, 2002                  $        10,696,411  $          (225,986)  $       10,470,425
                                                 ==================   ==================    =================`

*     Reference is made to the audited consolidated financial statements in the Annual Report on Form 10-K as filed with
       the Securities and Exchange Commission on March 29, 2002.

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

3

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

`Three Months Ended              Nine Months Ended
                                                     September 30,                  September 30,
                                             -----------------------------  -----------------------------
                                                  2002           2001           2002            2001
                                             --------------  -------------  -------------   -------------
REVENUES
--------
Rental income                               $     2,670,267 $    2,893,886 $    7,867,600  $    8,235,972
Interest and other income                             9,274          5,232         19,547          26,287
Gain on sale of assets                                  260             --            539              --
                                             --------------  -------------  -------------   -------------

     TOTAL REVENUES                               2,679,801      2,899,118      7,887,686       8,262,259
                                             --------------  -------------  -------------   -------------

EXPENSES
--------
Operating expenses                                  826,180        808,427      2,177,642       2,331,489
Operating expenses - affiliated                     395,624        421,267      1,204,999       1,184,714
Loss on disposal of assets                            5,048         17,845          5,580          86,211
Interest expense                                    654,081        664,451      1,917,385       1,999,104
Management fees                                     136,465        148,398        404,750         423,034
Real estate taxes                                   229,815        261,470        698,750         746,259
Professional and administrative expenses             70,346         34,539        161,690         122,752
Professional and administrative expenses -
  affiliated                                         87,575        105,940        269,411         271,720
Depreciation and amortization                       699,524        702,441      2,103,794       2,004,079
                                             --------------  -------------  -------------   -------------

     TOTAL EXPENSES                               3,104,658      3,164,778      8,944,001       9,169,362
                                             --------------  -------------  -------------   -------------

Net loss before minority interest                  (424,857)      (265,660)    (1,056,315)       (907,103)
Minority interest                                     9,043         10,214         25,028          33,006
                                             --------------  -------------  -------------   -------------

Net loss                                    $      (433,900)$     (275,874)$   (1,081,343) $     (940,109)
                                             ==============  =============  =============   =============

Net loss allocated to the limited partners  $      (429,561)$     (273,115)$   (1,070,530) $     (930,708)
                                             ==============  =============  =============   =============

Net loss per limited partnership Interest   $       (11.05) $       (7.00) $      (27.53)  $      (23.87)
                                             ==============  =============  =============   =============

Weighted average number of limited
  partnership Interests                              38,889         38,989         38,889          38,989
                                             ==============  =============  =============   =============`

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

4

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

`Nine Months Ended
                                                                          September 30,
                                                             ---------------------------------------
                                                                    2002                 2001
                                                             ------------------   ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
Net loss                                                    $        (1,081,343) $          (940,109)
Adjustments to reconcile net loss to net cash provided by
  operating activities:
    Provision for doubtful accounts                                      12,284                5,153
    Write-off of uncollectible accounts receivable                      (10,762)                (836)
    Loss on disposal of assets                                            5,580               86,211
    Gain on sale of assets                                                 (539)                  --
    Depreciation and amortization                                     2,144,797            2,057,838
    Minority interest income                                             25,028               33,006
    Changes in assets and liabilities:
      Cash and equivalents - restricted                                (165,365)            (196,436)
      Accounts receivable                                                (4,747)              10,035
      Other assets                                                       (1,953)              50,839
      Accounts payable                                                 (258,835)             141,676
      Security deposits                                                   7,410              (21,450)
      Other liabilities                                                 705,808              625,069
                                                             ------------------   ------------------

     Net cash provided by operating activities                        1,377,363            1,850,996
                                                             ------------------   ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
Additions to land, buildings and amenities                              (44,019)            (265,500)
Proceeds from sale of assets                                                539                   --
Joint Ventures, net                                                     (43,386)             (59,971)
                                                             ------------------   ------------------

     Net cash used in investing activities                              (86,866)            (325,471)
                                                             ------------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Principal payments on mortgages and notes payable                    (1,433,548)          (1,315,302)
Proceeds from notes payable                                           2,000,000              101,493
Additions to loan costs                                                 (57,188)              (4,850)
                                                             ------------------   ------------------

     Net cash provided by (used in) financing activities                509,264           (1,218,659)
                                                             ------------------   ------------------

     Net increase in cash and equivalents                             1,799,761              306,866

CASH AND EQUIVALENTS, beginning of period                                60,167               47,683
                                                             ------------------   ------------------

CASH AND EQUIVALENTS, end of period                         $         1,859,928  $           354,549
                                                             ==================   ==================

Interest paid on a cash basis                               $         1,893,359  $         1,982,547
                                                             ==================   ==================`

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

5

NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The unaudited consolidated financial statements included herein should be read in conjunction with
NTS-Properties VI's (the "Partnership") 2001 Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on March 29, 2002. 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 consolidated financial statements for the three months and nine
months ended September 30, 2002 and 2001.  As used in this Quarterly Report on Form 10-Q the
terms "we," "us" or "our," as the context requires, may refer to the Partnership or its interests in
these properties and joint ventures.

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 includes minority interest in our joint venture properties totaling approximately
$689,000 and $670,000 as of September 30, 2002 and December 31, 2001, 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.

The preparation of financial statements in conformity with accounting principles generally accepted
in the United States ("GAAP") 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.

We own and operate, either wholly or through a joint venture, apartment communities in Kentucky
(Lexington), Indiana (Indianapolis) and Florida (Orlando). We also own and operate, through a joint
venture, a commercial rental property in Kentucky (Louisville). Substantially all of the commercial
property's tenants are local businesses or are businesses which have operations in the Louisville area.

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

6

Cash and equivalents include cash on hand and short-term, highly liquid investments with initial
maturities of three months or less.  In September 2002, we invested $200,000 in two money market
accounts ($100,000 in each account).  We also have a cash management program which provides
for the overnight investment of excess cash balances. Per an agreement with a bank, excess cash is
invested in a repurchase agreement for U.S. government or agency securities on a nightly basis. As
of September 30, 2002, approximately $994,000 of said investment was included in cash and cash
equivalents.

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

Land, buildings and amenities are stated at historical cost, less accumulated depreciation.  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 $76,335,000.

Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," became effective January 1, 2002, and specifies circumstances
in which certain long-lived assets must be reviewed for impairment. If such review indicates that the
carrying amount of an asset exceeds the sum of its expected future cash flows, the asset's carrying
value must be written down to fair value. Application of this standard by management during the
period ended September 30, 2002, did not result in any impairment loss.

On May 10, 2002, ORIG, LLC, ("ORIG") an affiliate of ours, commenced a tender offer to purchase
up to 2,000 Interests at a price of $380 per Interest. ORIG had the option to acquire additional
Interests on a pro rata basis if more than 2,000 Interests were tendered.  The tender offer was
scheduled to expire on August 2, 2002.

On July 24, 2002, ORIG amended its tender offer to extend the expiration date from August 2, 2002,
to September 3, 2002.

ORIG's tender offer expired September 3, 2002.  A total of 2,650 Interests were tendered. ORIG
accepted all Interests tendered at a purchase price of $380 per Interest for a total of  $972,800.  We
did not participate in this tender offer.

7

Detailed information on ORIG's tender offer, including the amendment to the offer and the final
results of the offer, is available from the various filings made by ORIG with the Securities and
Exchange Commission in connection with the offer.

Mortgages and notes payable consist of the following:

`September 30,              December 31,
                                                              2002                      2001
                                                       ------------------        -------------------
Mortgage payable with an insurance company,
bearing interest at 7.74%, due October 15, 2012,
secured by certain land, buildings and amenities.   $          11,452,476      $          11,700,216

Mortgage payable with an insurance company,
bearing interest at  7.57%, due May 15, 2009,
secured by certain land, buildings and amenities.               7,103,240                  7,691,673

Mortgage payable with an insurance company,
bearing interest at 7.32%, due October 15, 2012,
secured by certain land, buildings and amenities.               6,655,296                  6,980,987

Mortgage payable with an insurance company,
bearing interest at 8.375%, due December 1, 2010,
secured by certain land, buildings and amenities.               3,083,183                  3,135,343

Mortgage payable with an insurance company,
bearing interest at 7.38%, due December 5, 2012,
secured by certain land, buildings and amenities.               2,234,562                  2,341,123

Mortgage payable with an insurance company,
bearing interest at 7.38%, due December 5, 2012,
secured by certain land, buildings and amenities.               1,489,708                  1,560,749

Mortgage payable with an insurance company,
bearing interest at 6.93%, due December 5, 2012,
secured by certain land, building, and amenities.               1,997,504                         --

Note payable to a bank, bearing interest at the Prime
Rate, but not less than 6.0%, due March 27, 2003. At
September 30, 2002, the interest rate was  6.00%.                  12,751                     32,958

Note payable to a bank, bearing interest at the Prime
Rate, but not less than 6.0%, due March 31, 2003. At
September 30, 2002, the interest rate was  6.00%.                  12,114                     31,333
                                                       ------------------        -------------------

                                                    $          34,040,834      $          33,474,382
                                                       ==================        ===================`

8

As of September 30, 2002, the fair value of long-term debt is approximately $36,671,000, based on
the borrowing rates currently available to us for mortgages with similar terms and average maturities.
On August 2, 2002, we obtained additional financing in the amount of $2,000,000 secured by certain
land, building, and amenities of Sabal Park Apartments.  The interest rate is 6.93% and the maturity
date is December 5, 2012.  The proceeds of this loan will be used for capital additions and repairs.

Pursuant to an agreement with us, NTS Development Company, an affiliate of our General Partner,
receives property management fees on a monthly basis. The fee is equal to 5% of the gross revenues
from residential properties 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, 2002 and 2001. These charges include items which have been expensed as
operating expenses - affiliated or professional and administrative expenses - affiliated and items
which have been capitalized as other assets or as land, buildings and amenities.

`Nine Months Ended
                                                                  September 30,
                                                      --------------------------------------
                                                             2002                2001
                                                      ------------------  ------------------

Property management fees                             $           404,750 $           423,034
                                                      ------------------  ------------------

Property management                                              771,247             790,814
Leasing                                                          148,513             143,941
Administrative - operating                                       248,257             212,940
Other                                                             36,982              37,019
                                                      ------------------  ------------------

     Total operating expenses - affiliated                     1,204,999           1,184,714
                                                      ------------------  ------------------

Professional and administrative expenses - affiliated            269,411             271,720
                                                      ------------------  ------------------

Repairs and maintenance fee                                        1,168              30,729
Leasing commissions                                                3,197                  --
Construction management                                               --               2,174
                                                      ------------------  ------------------

     Total related party transactions  capitalized                 4,365              32,903
                                                      ------------------  ------------------

Total related party transactions                     $         1,883,525 $         1,912,371
                                                      ==================  ==================`

During the nine months ended September 30, 2002 and 2001, we were charged $22,190 and $16,812,
respectively, for property maintenance fees from an affiliate of NTS Development Company.

9

We, as an owner of real estate, are subject to various environmental laws of federal, state and local
governments.  Compliance by us 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.

On December 12, 2001, three individuals filed an action in the Superior Court of the State of
California for the County of Contra Costa 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 partnership and an affiliate of our General Partner.  The plaintiffs
allege, among other things, that the prices at which Interests were purchased in these tender offers
were too low.  The plaintiffs are seeking monetary damages and equitable relief, including an order
directing the disposition of the properties owned by the public partnerships and the proceeds
distributed.  Our General Partner believes that this action is without merit, and is vigorously
defending it.  No amounts have been accrued as a liability for this action in our financial statements
at September 30, 2002.  Under an indemnification agreement with our General Partner, we are
responsible for the costs of the defense of this action.  During the nine months ended September 30,
2002, our share of these legal costs was approximately $48,000, which was expensed.

On September 24, 2002, in a lawsuit filed in December 2001 against our General Partner, the general
partners of four public partnerships affiliated with us and several individuals and entities affiliated
with us, the plaintiffs voluntarily dismissed two of the individuals and one of the entities that had
objected to the lawsuit on personal jurisdiction grounds.  This dismissal was the result of an
agreement under which some defendants agreed not to contest jurisdiction and plaintiffs agreed to
dismiss other defendants.  For a description of the lawsuit, see Part I, Item 3 of our Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002.  For
information on a development in the lawsuit occurring after September 30, 2002, see Part II, Item
5 of this Quarterly Report on Form 10-Q (see Note 12 - Subsequent Event).

We have been sued by Elder Construction & Associates, Inc. in Jefferson Circuit Court, Louisville,
Kentucky, in a lawsuit styled Elder Construction & Associates, Inc. v. NTS Development Company,
Frontier Insurance Company, NTS-Properties VI, a Maryland Limited Partnership, NTS-Properties
Associates VI and NTS Capital Corporation.

Elder Construction was hired to be the framing subcontractor with respect to certain improvements
at Phase III of Park Place Apartments in Lexington, Kentucky.  After being removed from the job
for its failure to provide its services in a professional, diligent and workmanlike manner, a Complaint
was filed on behalf of Elder Construction in November 1999, alleging, inter alia, breach of contract.
The Complaint requested judgment against all Defendants in the amount of $233,122 plus interest
and other relief against the Defendants.

10

We, and the other Defendants, answered the Complaint and asserted counterclaims against the
Plaintiff for, inter alia, breach of contract.  The principals of the NTS Defendants have indicated that
the suit brought by Elder Construction is without merit and will be vigorously defended, including
the prosecution by the Defendants of counterclaims against Elder Construction.  The case had been
set for trial in June 2002, but was removed from the trial docket by the parties, who have agreed to
binding arbitration to settle this lawsuit.  The binding arbitration should begin in late 2002 and
conclude shortly thereafter.  We believe that the resolution of these legal proceedings, through
binding arbitration, will not have a material effect on our consolidated position or results of
operations.

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.

We plan to replace 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 the 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.  Based upon these facts, management
changed the estimated useful life of the roof assets. The change resulted in an approximate increase
of $149,000 and $49,000 in depreciation expense for the nine months ended September 30, 2002,
and 2001, respectively.  We do not have sufficient working capital to make all of the roof
replacements at one time. As of September 30, 2002, five buildings at Willow Lake Apartments have
had roofs replaced. The total cost of replacing all the remaining roofs is estimated to be $880,000
($20,000 per building).

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 III Office Center.

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.

11

`Three Months Ended September, 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
                                                =================  ==================  ==================`

`Three Months Ended September 30, 2001
                                                ---------------------------------------------------------

                                                   Residential         Commercial            Total
                                                -----------------  ------------------  ------------------
Rental income                                  $        2,675,368 $           218,518 $         2,893,886
Interest and other income                                   2,511                 660               3,171
                                                -----------------  ------------------  ------------------

     Total net revenues                        $        2,677,879 $           219,178 $         2,897,057
                                                =================  ==================  ==================

Operating expenses and operating expenses -
   affiliated                                  $        1,127,151 $           102,543 $         1,229,694
Loss on disposal of assets                                 17,845                  --              17,845
Interest expense                                          207,295                  --             207,295
Management fees                                           134,930              13,468             148,398
Real estate taxes                                         252,947               8,523             261,470
Depreciation and amortization                             631,520              48,554             680,074
                                                -----------------  ------------------  ------------------

     Total expenses                            $        2,371,688 $           173,088 $         2,544,776
                                                =================  ==================  ==================

     Net income                                $          306,191 $            46,090 $           352,281
                                                =================  ==================  ==================`

12

`Nine Months Ended September, 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
                                                =================  ==================  ==================`

`Nine Months Ended September 30, 2001
                                                ---------------------------------------------------------

                                                   Residential         Commercial            Total
                                                -----------------  ------------------  ------------------
Rental income                                  $        7,549,718 $           686,254 $         8,235,972
Interest and other income                                  15,698               1,836              17,534
                                                -----------------  ------------------  ------------------

     Total net revenues                        $        7,565,416 $           688,090 $         8,253,506
                                                =================  ==================  ==================

Operating expenses and operating expenses -
  affiliated                                   $        3,215,690 $           300,513 $         3,516,203
Loss on disposal of assets                                 86,211                  --              86,211
Interest expense                                          623,579                  --             623,579
Management fees                                           380,630              42,404             423,034
Real estate taxes                                         720,690              25,569             746,259
Depreciation and amortization                           1,790,479             146,501           1,936,980
                                                -----------------  ------------------  ------------------

     Total expenses                            $        6,817,279 $           514,987 $         7,332,266
                                                =================  ==================  ==================

     Net income                                $          748,137 $           173,103 $           921,240
                                                =================  ==================  ==================`

13

A reconciliation of the totals reported for the operating segments to the applicable line items in the
consolidated financial statements for the three months and nine months ended September 30, 2002
and 2001, 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,
                                                   ---------------------------------------
                                                          2002                 2001
                                                   ------------------    -----------------
NET REVENUES
------------
Total revenues for reportable segments            $         2,677,097   $        2,897,057
Other income for Partnership                                    2,704                2,061
                                                   ------------------    -----------------

     Total consolidated net revenues              $         2,679,801   $        2,899,118
                                                   ==================    =================

INTEREST EXPENSE
----------------
Interest expense for reportable segments          $           219,337   $          207,295
Interest expense for Partnership                              434,744              457,156
                                                   ------------------    -----------------

     Total interest expense                       $           654,081   $          664,451
                                                   ==================    =================

DEPRECIATION AND AMORTIZATION
-----------------------------
Total depreciation and amortization for
  reportable segments                             $           677,157   $          680,074
Depreciation and amortization for Partnership                  22,367               22,367
                                                   ------------------    -----------------

     Total depreciation and amortization          $           699,524   $          702,441
                                                   ==================    =================

NET INCOME (LOSS)
-----------------
Total net income for reportable segments          $           187,471   $          352,281
Less minority interest for Partnership                          9,043               10,214
Plus net loss for Partnership                                (612,328)            (617,941)
                                                   ------------------    -----------------

     Total net loss                               $          (433,900)  $         (275,874)
                                                   ==================    =================`

14

`Nine Months Ended September 30,
                                                   ---------------------------------------
                                                          2002                 2001
                                                   ------------------    -----------------
NET REVENUES
------------
Total revenues for reportable segments            $         7,883,653   $        8,253,506
Other income for Partnership                                    4,033                8,753
                                                   ------------------    -----------------

     Total consolidated net revenues              $         7,887,686   $        8,262,259
                                                   ==================    =================

INTEREST EXPENSE
Interest expense for reportable segments          $           612,065   $          623,579
Interest expense for Partnership                            1,305,320            1,375,525
                                                   ------------------    -----------------

     Total interest expense                       $         1,917,385   $        1,999,104
                                                   ==================    =================

DEPRECIATION AND AMORTIZATION
Total depreciation and amortization for
  reportable segments                             $         2,036,694   $        1,936,980
Depreciation and amortization for Partnership                  67,100               67,099
                                                   ------------------    -----------------

     Total depreciation and amortization          $         2,103,794   $        2,004,079
                                                   ==================    =================

NET INCOME (LOSS)
Total net income for reportable segments          $          743,173    $          921,240
Less minority interest for Partnership                         25,028               33,006
Plus net loss for Partnership                              (1,799,488)          (1,828,343)
                                                   ------------------    -----------------

     Total net loss                               $        (1,081,343)  $         (940,109)
                                                   ==================    =================`

On October 22, 2002, in a lawsuit filed in December 2001 against our General Partner, the general
partners of four public partnerships affiliated with us and several individuals and entities affiliated
with us, the court issued an order overruling the demurrer of our General Partner, the general partner
of a limited partnership affiliated with us, and two other entities and one individual affiliated with
us.  On the same date the court sustained the demurrer of the general partners of three limited
partnerships affiliated with us.  These three limited partners are no longer parties to the lawsuit.  The
individuals and entities whose demurrer was overruled, including our General Partner, remain parties
to the lawsuit and intend to continue to vigorously defend it.  For a description of the lawsuit, see
Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2001, filed with
the SEC on March 29, 2002.  For information on another development in this lawsuit, see Part II,
Item 1 of this Quarterly Report on Form 10-Q (see Note 10 - Commitments and Contingencies).

15

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.

A critical accounting policy, for our business, is the assumption that our properties' occupancy will
remain 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, then our ability to make payments  due under our debt agreements and to
continue paying daily operational costs would be greatly affected.  This would result in the
impairment of the respective properties' assets in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-
Lived Assets."

Some of the statements included in this Item 2 may be considered to be "forward-looking
statements" since such 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. Should such event not occur, then the result which
we expected also may not occur or occur in a different manner, which may be more or less favorable
to us. We do 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 MD&A, or elsewhere in this report, which reflect
management's best judgment, based on factors known, involve risks and uncertainties. Actual results
could differ materially from those anticipated in any forward-looking statements as a result of a
number of factors including but not limited to those discussed below. Any forward-looking
information provided by us pursuant to the safe harbor established by recent securities legislation
should be evaluated in the context of these factors.

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

- our ability to achieve planned revenues;
- our ability to make payments due under our debt agreements;
- our ability to negotiate and maintain terms with vendors and service providers for
operating expenses;
- competitive pressures from other real estate companies, including large commercial
and residential real estate companies, which may affect the nature and viability of our
business strategy;

16

- trends in the economy as a whole which may affect consumer confidence and
demand for the types of rental property held by us;
- our ability to predict the demand for specific rental properties;
- our ability to attract and retain tenants;
- availability and costs of management and labor employed;
- real estate occupancy and development costs, including the substantial fixed
investment costs associated with renovations necessary to obtain new tenants and
retain existing tenants;
- the risk of a major commercial tenant defaulting on its lease due to risks generally
associated with real estate, many of which are beyond our control, including general
or local economic conditions, competition, interest rates, real estate tax rates, other
operating expenses and acts of God; and
- the risk of revised zoning laws, taxes and utilities regulations as well as municipal
mergers of local governmental entities.

The occupancy levels at our properties and joint ventures as of September 30, 2002 and 2001 were
as follows:

`Nine Months Ended
                                                                   September 30,
                                                          --------------------------------
                                                            2002 (1)             2001
                                                          -------------      -------------
Wholly-Owned Properties
-----------------------

Sabal Park Apartments (2)                                      93%                94%
Park Place Apartments Phase I                                  85%                82%
Willow Lake Apartments (2)                                     87%                97%
Park Place Apartments Phase III                                93%                78%

Joint Venture Properties
------------------------
(Ownership % at September 30, 2002)
-----------------------------------

Golf Brook Apartments (96.03%)                                 94%                93%
Plainview Point III Office Center (95.04%) (3)                 56%                81%`

1. With the exception of Plainview Point III Office Center, current occupancy levels are considered adequate to
continue operation of all our properties. See Note 3 below.
2. In our opinion, the decrease in occupancy is only a temporary fluctuation and does not represent a permanent
downward occupancy trend.
3. A tenant occupying 16,895 square feet, or 27%, of the building vacated its space on November 30, 2001. There
will likely be a protracted period for the property to become fully leased again and substantial funds, currently
estimated to be approximately $635,000 will likely be needed for tenant finish expenditures. To fund the tenant
finish expenditures, we would have to obtain additional financing.

17

The average occupancy levels at our properties and joint ventures during the three months and nine
months ended September 30, 2002 and 2001 were as follows:

`Three Months Ended          Nine Months Ended
                                                              September 30,               September 30,
                                                        --------------------------  --------------------------
                                                           2002           2001         2002           2001
                                                        -----------    -----------  -----------    -----------
Wholly-Owned Properties
-----------------------

Sabal Park Apartments (1)                                   93%            94%          91%            95%
Park Place Apartments Phase I                               81%            83%          76%            79%
Willow Lake Apartments (1)                                  87%            98%          89%            96%
Park Place Apartments Phase III                             86%            76%          78%            65%

Joint Venture Properties
------------------------
(Ownership % at September 30, 2002)
-----------------------------------

Golf Brook Apartments (96.03%)                              97%            93%          91%            89%
Plainview Point III Office Center (95.04%) (2)              56%            92%          55%            96%`

1. In our opinion, the decrease in average occupancy is only a temporary fluctuation and does not represent a
permanent downward occupancy trend.
2. A tenant occupying 16,895 square feet, or 27%, of the building vacated its space on November 30, 2001. There
will likely be a protracted period for the property to become fully leased again and substantial funds, currently
estimated to be approximately $635,000, will likely be needed for tenant finish expenditures. To fund the tenant
finish expenditures, we would have to obtain additional financing.

Rental and other income generated by our properties and joint ventures for the three months and nine
months ended September 30, 2002 and 2001 were as follows:

`Three Months Ended          Nine Months Ended
                                                        September 30,               September 30,
                                                  -------------------------   -------------------------
                                                     2002           2001          2002          2001
                                                  -----------    ----------   -----------   -----------
Wholly-Owned Properties
-----------------------

Sabal Park Apartments                            $    477,564   $   483,849  $  1,416,933  $  1,470,264
Park Place Apartments Phase I                    $    377,403   $   409,893  $  1,078,554  $  1,138,371
Willow Lake Apartments                           $    602,864   $   676,300  $  1,828,080  $  1,925,359
Park Place Apartments Phase III                  $    332,946   $   329,616  $    935,895  $    829,535

Joint Venture Properties
------------------------
(Ownership % at September 30, 2002)
-----------------------------------

Golf Brook Apartments (96.03%)                   $    746,319   $   778,221  $  2,201,948  $  2,201,886
Plainview Point III Office Center (95.04%)       $    140,001   $   219,178  $    422,243  $    688,090`

18

If there has not been a material change in an item from September 30, 2001 to September 30,
2002, we have omitted any discussion concerning that item.

Rental income decreased approximately $224,000, or 8%, and $368,000, or 5%, for the three months
and nine months ended  September 30, 2002, respectively, as compared to the same periods in 2001.
The decrease is primarily a result of decreased average occupancy at Plainview Point III Office
Center, Willow Lake Apartments, Park Place Apartments Phase I and Sabal Park Apartments.  The
decrease is partially offset by increased average occupancy at Park Place Apartments Phase III.

Period-ending occupancy percentages represent occupancy only on a specific date; therefore, the
above analysis considers average occupancy percentages, which are more representative of the entire
period's results.

Operating expenses decreased approximately $154,000, or 7%, for the nine months ended September
30, 2002, as compared to the same period in 2001.  The decrease is primarily the result of 1)
decreased utilities at Plainview Point III Office Center, Park Place Apartments Phase I and III,
Willow Lake  Apartments and Golf Brook Apartments, 2) decreased repairs and maintenance
expenses at Plainview Point III Office Center, Willow Lake Apartments, Golf Brook Apartments
and Sabal Park Apartments, 3) decreased  landscaping expenses at Plainview Point III Office Center
and Willow Lake Apartments, 4) decreased  legal and professional fees at Park Place Apartments
Phase III and 5) decreased administrative expenses at Golf Brook Apartments.  The decrease is
partially offset by 1) increased insurance expense at all the underlying properties, 2) increased
cleaning expenses at Park Place Apartments Phase I and III, Willow Lake Apartments, and Sabal
Park Apartments, 3) increased landscaping expenses at Golf Brook Apartments and Sabal Park
Apartments and 4) increased administrative expenses at Willow Lake Apartments.

The loss on disposal of assets for the three months ended September 30, 2001, was attributable to
the exterior paint project, landscaping renovations and wood replacements at Willow Lake
Apartments.

The loss on disposal of assets for the nine months ended September 30, 2001, was attributable to the
exterior paint project at Park Place Apartments Phase I and Willow Lake Apartments and the wood
replacement project and landscaping renovations at Willow Lake Apartments.

19

Real Estate taxes decreased approximately $32,000, or 12%, and $48,000, or 6%, for the three
months and nine months ended September 30, 2002, respectively, as compared to the same periods
in 2001.  The decrease is primarily due to the decreased tax assessment for Park Place Apartments
Phase III.

Professional and administrative expenses increased approximately $36,000, and $39,000, or 32%,
for the three months and nine months ended September 30, 2002, respectively, compared to the same
periods in 2001.  The increase is primarily due to increased litigation costs as a result of the lawsuit
filed against our General Partner.

Professional and administrative expenses - affiliated decreased approximately $18,000, or 17%, for
the three months ended September 30, 2002, as compared to the same period in 2001.  The decrease
is primarily the result of decreased personnel costs for property management accounting and asset
management.  Professional and administrative expense - affiliated are expenses incurred for services
performed by employees of NTS Development Company, an affiliate of the General Partner.

Depreciation expense increased approximately $100,000, or 5%, for the nine months ended
September 30, 2002, as compared to the same period in 2001, primarily as a result of management's
change in the estimated useful life of all the roof assets at Park Place Apartments Phase I and Willow
Lake Apartments in July 2001.  The estimated useful life was reduced in anticipation of replacing
the roofs.  The increase is also due to building improvements, golf cart purchases, landscaping
renovations, and water-sub-metering installation (net of retirements), at Park Place Apartments Phase
I and Willow Lake Apartments, and new pool furniture at Sabal Park Apartments.

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 $76,335,000.

20

Cash flows provided by (used in):

`Nine Months Ended
                                                                       September 30,
                                                       ---------------------------------------------
                                                              2002                      2001
                                                       ------------------        -------------------
Operating activities                                $           1,377,363      $           1,850,996
Investing activities                                              (86,866)                  (325,471)
Financing activities                                              509,264                 (1,218,659)
                                                       ------------------        -------------------

     Net increase in cash and equivalents           $           1,799,761      $             306,866
                                                       ==================        ===================`

Net cash provided by operating activities decreased approximately $474,000, or 26%, for the nine
months ended September 30, 2002, as compared to the same period in 2001. The decrease was
primarily driven by the change in payables and increased net loss.

The decrease of approximately $239,000, or 73%, in net cash used in investing activities during the
nine months ended September 30, 2002, as compared to the same period in 2001, was primarily due
to decreased capital expenditures.

The increase of approximately $1,728,000,   in net cash provided by  financing activities, during the
nine months ended September 30, 2002, as compared to the same period in 2001, was primarily due
to an increase in proceeds from mortgage loans on Sabal Park Apartments.

Due to the fact that no distributions were made during the nine months ended September 30, 2002
or 2001, the table which presents that portion of the distributions that represents a return of capital
on a GAAP basis has been omitted.

The demand on future liquidity is anticipated to increase as a result of the replacement of 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 the 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. Based upon these facts, management changed the estimated useful life
of the roof assets. The change resulted in an approximate increase in depreciation expense of
$149,000 and $49,000 for the nine months ended September 30, 2002, and 2001, respectively. As
of September 30, 2002, five buildings at Willow Lake Apartments have had roofs replaced. The total
cost of replacing the remaining roofs is estimated to be $880,000 ($20,000 per building).  Roof
replacements will be made as each roof fails and as working capital permits.

The demand on future liquidity is also anticipated to increase as we continue our efforts in the
leasing of Plainview Point III Office Center. One tenant which occupied 16,895 square feet, or 27%,
of the building vacated its space at the end of its lease term, which was November 30, 2001. This
left Plainview Point III Office Center with only 54% occupancy. As a result of this vacancy, there

21

will likely be a protracted period for the property to become fully leased again and substantial funds,
currently estimated to be approximately $635,000, will likely be needed for tenant finish
expenditures.

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.

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. These
lease provisions, along with the fact that residential leases are generally for a period of one year,
should protect our operations from the impact of inflation and changing prices.

Across the United States there have been recent reports of lawsuits against owners and managers of
multi-family and commercial properties asserting claims of personal injury and property damage
caused by the asserted presence of mold and other microbial organisms in residential units and
commercial space.  Some of these lawsuits have resulted in substantial monetary judgments or
settlements.  We have not, at present, been named as a defendant in any lawsuit that has alleged the
presence of mold or other microbial organisms.  Prior to September 13, 2002, we were insured
against claims arising from the presence of mold due to water intrusion.  However, since September
13, 2002, certain of our insurance carriers have excluded from insurance coverage property damage
loss claims arising from the presence of mold, although certain of our insurance carriers do provide
some coverage for personal injury claims.  We are in the process of implementing protocols and
procedures to prevent the build-up of mold and other microbial organisms in our properties, and are
in the process of implementing more stringent maintenance, housekeeping and notification
requirements for tenants in our properties.  We believe that these measures will eliminate, or at least,
minimize any effect that mold or other microbial organisms could have on our tenants.  To date, we
have not incurred any material costs or liabilities relating to claims of mold exposure or to abate
mold conditions.  Because the law regarding mold is unsettled and subject to change, however, we
can make no assurance that liabilities resulting from the presence of, or exposure to, mold or other
microbial organisms will not have a material adverse effect on our consolidated financial condition
or results of operations and our subsidiaries taken as a whole.

22

Our General Partner, along with the general partners of four other public limited partnerships
affiliated with us, is investigating a consolidation of us with other entities affiliated with us.  In
addition to these entities, the consolidation would likely involve several private partnerships and
other entities affiliated with us and our General Partner.  The new combined entity would own all
of the properties currently owned by the public limited partnerships, and the limited partners or other
owners of these entities would receive an ownership interest in the combined entity.  The number
of ownership interests to be received by limited partners and the other owners of the entities
participating in the consolidation would likely be determined based on the relative value of the assets
contributed to the combined entity by each public limited partnership, reduced by any indebtedness
assumed by the entity.  The majority of the contributed assets would consist of real estate properties,
whose relative values would be based on appraisals obtained at or near the consolidation date.  The
potential benefits of consolidating the entities include: reducing the administrative costs as a
percentage of assets and revenues by reducing the number of public entities; diversifying limited
partners' investments in real estate to include additional markets and types of properties; and
creating an asset base and capital structure that may enable greater access to the capital markets.
There are, however, also a number of potential adverse consequences, such as the expenses
associated with a consolidation and the fact that the duration of the new entity would likely exceed
our anticipated duration, and that the interests of our limited partners in the combined entity would
be smaller on a percentage basis than their interests in us.  Further, the new entity may adopt
investment and management policies that are different from those presently used by our General
Partner for us.  A consolidation also requires approval of our limited partners and owners of the other
proposed participants.  Accordingly, there is no assurance that the consolidation will occur.

Our primary market risk exposure with regard to financial instruments is changes in interest rates.
All of our debt bears interest at a fixed rate with the exception of two notes payable of $12,751 and
$12,114,  that bear interest at the Prime Rate. A hypothetical 100 basis point increase in interest rates
would not significantly increase annual interest expense on the variable rate notes. A hypothetical
100 basis point increase in interest rates would result in an approximate $1,734,000 decrease in the
fair value of debt.

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 within 90 days of the filing
date of this report, 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 or in other
factors that could significantly affect these controls subsequent to the date of the previously
mentioned evaluation.

23

PART II - OTHER INFORMATION

On September 24, 2002, in a lawsuit filed in December 2001 against our General Partner, the general
partners of four public partnerships affiliated with us and several individuals and entities affiliated
with us, the plaintiffs voluntarily dismissed two of the individuals and one of the entities that had
objected to the lawsuit on personal jurisdiction grounds.  This dismissal was the result of an
agreement under which some defendants agreed not to contest jurisdiction and plaintiffs agreed to
dismiss other defendants.  For a description of the lawsuit, see Part I, Item 3 of our Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002.  For
information on a development in the lawsuit occurring after September 30, 2002, see Part II, Item
5 of this Quarterly Report on Form 10-Q.

Item 2 - Changes in Securities
None.

Item 3 - Defaults Upon Senior Securities
None.

Item 4 - Submission of Matters to a Vote of Security Holders
None.

On October 22, 2002, in a lawsuit filed in December 2001 against our General Partner, the general
partners of four public partnerships affiliated with us and several individuals and entities affiliated
with us, the court issued an order overruling the demurrer of our General Partner, the general partner
of a limited partnership affiliated with us, and two other entities and one individual affiliated with
us.  On the same date the court sustained the demurrer of the general partners of three limited
partnerships affiliated with us.  These three limited partners are no longer parties to the lawsuit.  The
individuals and entities whose demurrer was overruled, including our General Partner, remain parties
to the lawsuit and intend to continue to vigorously defend it.  For a description of the lawsuit, see
Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2001, filed with
the SEC on March 29, 2002.  For information on another development in this lawsuit, see Part II,
Item 1 of this Quarterly Report on Form 10-Q.

a)   Exhibits:
     99.1     Certification of Chief Executive Officer and Chief Financial Officer.

b)   Reports on Form 8-K:
     None.

24

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,
|------------------
|
|
|                  
|By:               
|                  
|                  
|                  
|                  
|                  
|                  
|                  

|/s/ Gregory A. Wells      
|--------------------------
|                          
|Gregory A. Wells          
|Senior Vice President and 
|Chief Financial Officer of
|NTS Capital Corporation   
|                          
|                          
|Date: November 14, 2002   

25

CERTIFICATION

Pursuant to Section 302 of the Sarbanes Oxley Act of 2002



1. I have reviewed this Quarterly Report on Form 10-Q of NTS-Properties VI, a Maryland Limited Partnership;
2. Based on my knowledge,  this  quarterly  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;
3. Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The  registrant's  other  certifying  officer and I (herein the "Certifying
Officers") are responsible for establishing and maintaining  disclosure controls
and  procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
registrant and we have:
designed  such  disclosure  controls  and  procedures  to  ensure  that
     material information relating to the registrant, including its consolidated
     subsidiaries,  (collectively the "Partnership") is made known to the Certifying
     Officers by others  within the Partnership,  particularly  during the period in
     which this quarterly report is being prepared;evaluated the effectiveness of the registrant's disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); andpresented  in this quarterly  report the  conclusions of the Certifying
     Officers about the effectiveness of the disclosure  controls and procedures
     based on our evaluation as of the Evaluation Date;
5. designed  such  disclosure  controls  and  procedures  to  ensure  that
     material information relating to the registrant, including its consolidated
     subsidiaries,  (collectively the "Partnership") is made known to the Certifying
     Officers by others  within the Partnership,  particularly  during the period in
     which this quarterly report is being prepared;
6. evaluated the effectiveness of the registrant's disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and
7. presented  in this quarterly  report the  conclusions of the Certifying
     Officers about the effectiveness of the disclosure  controls and procedures
     based on our evaluation as of the Evaluation Date;
8. The  registrant's  Certifying  Officers have  disclosed,  based on our most
recent evaluation,  to the registrant's  auditors and the audit committee of the
registrant's board of directors:
all  significant  deficiencies  (if any) in the design or operation of
     internal controls which could adversely affect the registrant's  ability to
     record,  process,  summarize and report  financial data and have identified
     for the registrant's auditors any material weaknesses in internal controls;
     andany fraud,  whether or not material,  that involves management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and
9. all  significant  deficiencies  (if any) in the design or operation of
     internal controls which could adversely affect the registrant's  ability to
     record,  process,  summarize and report  financial data and have identified
     for the registrant's auditors any material weaknesses in internal controls;
     and
10. any fraud,  whether or not material,  that involves management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and
11. The  registrant's  Certifying  Officers  have  indicated in this  quarterly
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

/s/     J.D. Nichols
Chief  Executive  Officer of NTS Capital  Corporation,  General  Partner of
NTS-Properties Associates VI, General Partner of NTS-Properties VI, a Maryland Limited Partnership

See also the certification  pursuant to Section 906 of the Sarbanes Oxley Act of
2002, which is also attached to this report.

26

CERTIFICATION

Pursuant to Section 302 of the Sarbanes Oxley Act of 2002



1. I have reviewed this Quarterly Report on Form 10-Q of NTS-Properties VI, a Maryland Limited Partnership;
2. Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;
3. Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;
4. The  registrant's  other  certifying  officer and I (herein the "Certifying
     Officers") are responsible  for  establishing  and  maintaining  disclosure
     controls  and  procedures  (as  defined in  Exchange  Act Rules  13a-14 and
     15d-14) for the registrant and we have:
designed  such  disclosure  controls  and  procedures  to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  (collectively the "Partnership") is made known to the Certifying
     Officers by others  within the Partnership,  particularly  during the period in
     which this quarterly report is being prepared;evaluated the  effectiveness of the registrant's  disclosure  controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); andpresented in this quarterly  report the  conclusions of the Certifying
          Officers  about  the  effectiveness  of the  disclosure  controls  and
          procedures based on our evaluation as of the Evaluation Date;
5. designed  such  disclosure  controls  and  procedures  to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  (collectively the "Partnership") is made known to the Certifying
     Officers by others  within the Partnership,  particularly  during the period in
     which this quarterly report is being prepared;
6. evaluated the  effectiveness of the registrant's  disclosure  controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and
7. presented in this quarterly  report the  conclusions of the Certifying
          Officers  about  the  effectiveness  of the  disclosure  controls  and
          procedures based on our evaluation as of the Evaluation Date;
8. The  registrant's  Certifying  Officers have  disclosed,  based on our most
     recent evaluation,  to the registrant's auditors and the audit committee of
     the registrant's board of directors:
all  significant  deficiencies  (if any) in the design or operation of
          internal  controls  which  could  adversely  affect  the  registrant's
          ability to record,  process,  summarize and report  financial data and
          have identified for the registrant's  auditors any material weaknesses
          in internal controls; andany fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and
9. all  significant  deficiencies  (if any) in the design or operation of
          internal  controls  which  could  adversely  affect  the  registrant's
          ability to record,  process,  summarize and report  financial data and
          have identified for the registrant's  auditors any material weaknesses
          in internal controls; and
10. any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and
11. The  registrant's  Certifying  Officers  have  indicated in this  quarterly
     report whether or not there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Date:    November 14, 2002

/s/      Gregory A. Wells
Chief  Financial  Officer  of  NTS  Capital  Corporation,   General  Partner  of
NTS-Properties Associates VI, General Partner of NTS-Properties VI, a Maryland Limited Partnership

See also the certification  pursuant to Section 906 of the Sarbanes Oxley Act
of 2002, which is also attached to this report.

27