# 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 March 31, 2004

OR

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

Commission File Number
0-14695

NTS-PROPERTIES VI,
A MARYLAND LIMITED PARTNERSHIP(Exact name of registrant as specified in its charter)

|Maryland                        | 61-1066060                          
|------------------------------- | ------------------------------------
|(State or other jurisdiction of | (I.R.S. 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).     Yes [   ]    No [X]

---

# TABLE OF CONTENTS

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

# PART I 
FINANCIAL INFORMATION

|        |  |                                                                                               |  |      
|------- |  | --------------------------------------------------------------------------------------------- |  | -----
|       
|Item 1. |  | Consolidated Financial Statements                                                            
|       
|        |  | Consolidated Balance Sheets as of March 31, 2004
     and December 31, 2003                   |  | 4    
|       
|        |  | Consolidated Statement of Partners' Equity as of March 31, 2004                               |  | 4    
|       
|        |  | Consolidated Statements of Operations for the
     Three Months Ended March 31, 2004 and 2003 |  | 5    
|       
|        |  | Consolidated Statements of Cash Flows for the
     Three Months Ended March 31, 2004 and 2003 |  | 6    
|       
|        |  | Notes to Consolidated Financial Statements                                                    |  | 7-16 
|       
|Item 2. |  | Management's Discussion and Analysis of Financial
     Condition and Results of Operations    |  | 17-26
|       
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                    |  | 26   
|       
|Item 4. |  | Controls and Procedures                                                                       |  | 26   
|       

# PART II  OTHER INFORMATION

|            |  |  |  |      
|----------- |  |  |  | -----
|           
|Items 1 - 6 |  |  |  | 27-29
|           
|Signatures  |  |  |  | 30   

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, or may not, occur in a different
manner, which may be more or less favorable to us. We do not undertake any obligation to
update these forward-looking statements.

Any forward-looking statements
included in MD&A, or elsewhere in this report, reflect our general partners best
judgment based on known factors, but involve risks and uncertainties. Actual results could
differ materially from those anticipated in any forward-looking statements as a result of
a number of factors, including but not limited to those described in our filings with the
Securities and Exchange Commission, particularly our annual report on Form 10-K for the
year ended December 31, 2003. Any forward-looking information provided by us pursuant to
the safe harbor established by the Private Securities Litigation Reform Act of 1995 should
be evaluated in the context of these factors.

3

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# PART I  FINANCIAL
INFORMATIONItem 1  Consolidated Financial Statements

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

`As of               As of
                                                                    March 31,         December 31,
                                                                       2004               2003
                                                                ------------------  -----------------
                                                                   (UNAUDITED)
ASSETS
Cash and equivalents                                           $           350,046 $          125,342
Cash and equivalents - restricted                                          273,643            245,599
Accounts receivable, net                                                    49,107            132,859
Land, buildings and amenities, net                                      40,016,582         40,446,437
Other assets                                                             1,211,001          1,203,286
                                                                ------------------  -----------------

      TOTAL ASSETS                                             $        41,900,379 $       42,153,523
                                                                ==================  =================

LIABILITIES AND PARTNERS' EQUITY
Mortgages and note payable                                     $        31,332,195 $       31,872,038
Accounts payable and accrued expenses                                      855,539            615,661
Accounts payable - affiliate                                               656,842            206,789
Security deposits                                                          240,420            239,429
Other liabilities                                                          666,915            541,677
                                                                ------------------  -----------------

      TOTAL LIABILITIES                                                 33,751,911         33,475,594

COMMITMENTS AND CONTINGENCIES (Note 10)

PARTNERS' EQUITY                                                         8,148,468          8,677,929
                                                                ------------------  -----------------

TOTAL LIABILITIES AND PARTNERS' EQUITY                         $        41,900,379 $       42,153,523
                                                                ==================  =================`

# 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                               (16,941,339)           (122,734)        (17,064,073)
Net loss - current year                                 (524,166)             (5,295)           (529,461)
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 MARCH 31, 2004                    $        8,397,674 $          (249,206)$         8,148,468
                                               =================  ==================  ==================`

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
                                                                              March 31,
                                                                -------------------------------------
                                                                       2004               2003
                                                                ------------------  -----------------
REVENUES
Rental income                                                  $         2,614,272 $        2,746,187
Tenant reimbursements                                                          387              1,880
                                                                ------------------  -----------------

     TOTAL REVENUES                                                      2,614,659          2,748,067
                                                                ------------------  -----------------

EXPENSES
Operating expenses                                                         767,966            677,090
Operating expenses - affiliated                                            413,136            390,800
Management fees                                                            132,721            141,838
Real estate taxes                                                          125,788            224,145
Professional and administrative expenses                                   339,749            210,212
Professional and administrative expenses - affiliated                       98,920             94,892
Depreciation and amortization                                              662,767            647,779
                                                                ------------------  -----------------

     TOTAL OPERATING EXPENSES                                            2,541,047          2,386,756
                                                                ------------------  -----------------

OPERATING INCOME                                                            73,612            361,311

Interest and other income                                                    2,326              7,629
Interest expense                                                          (599,880)          (635,720)
Loss on disposal of assets                                                    (103)            (8,195)
                                                                ------------------  -----------------

Loss before minority interest                                             (524,045)          (274,975)
Minority interest income                                                     5,416              8,743
                                                                ------------------  -----------------

Net loss                                                       $          (529,461)$         (283,718)
                                                                ==================  =================

Net loss allocated to the limited partners                     $          (524,166)$         (280,881)
                                                                ==================  =================

Net loss per limited partnership interest                      $           (13.48) $           (7.22)
                                                                ==================  =================

Weighted average number of limited partnership interests                    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)

`Three Months Ended
                                                                                March 31,
                                                                  --------------------------------------
                                                                        2004                 2003
                                                                  -----------------    -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                       $           (529,461)$           (283,718)
Adjustments to reconcile net loss to net cash provided by
  operating activities:
    Loss on disposal of assets                                                  103                8,195
    Depreciation and amortization                                           676,244              660,726
    Minority interest income                                                  5,416                8,743
    Changes in assets and liabilities:
      Cash and equivalents - restricted                                     (28,044)             (44,327)
      Accounts receivable                                                    83,752               (5,333)
      Other assets                                                          (12,128)              (4,825)
      Accounts payable                                                      689,931              210,705
      Security deposits                                                         991                4,950
      Other liabilities                                                     125,238              207,467
                                                                  -----------------    -----------------

     Net cash provided by operating activities                            1,012,042              762,583
                                                                  -----------------    -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities                                 (233,015)            (142,549)
Investment in joint ventures by minority partners, net                      (14,480)             (15,038)
                                                                  -----------------    -----------------

     Net cash used in investing activities                                 (247,495)            (157,587)
                                                                  -----------------    -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages and note payable                           (539,843)            (516,441)
                                                                  -----------------    -----------------

     Net cash used in financing activities                                 (539,843)            (516,441)
                                                                  -----------------    -----------------

     Net increase in cash and equivalents                                   224,704               88,555

CASH AND EQUIVALENTS, beginning of period                                   125,342            1,058,814
                                                                  -----------------    -----------------

CASH AND EQUIVALENTS, end of period                            $            350,046 $          1,147,369
                                                                  =================    =================

Interest paid on a cash basis                                  $            596,385 $            627,164
                                                                  =================    =================`

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
2003 annual report on Form 10-K as filed with the Securities and Exchange Commission on
March 26, 2004. 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 months ended March 31, 2004
and 2003. 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 $722,000 and $713,000 as
of March 31, 2004 and December 31, 2003, respectively. These amounts have been derived
primarily from distributions of the joint ventures in excess of the respective minority
partners historical investment in the joint ventures used for financial reporting
purposes. This amount will be realized upon the sale of the respective joint venture
property or dissolution of the respective joint venture. The underlying assets of the
joint ventures are assessed for asset impairment on a periodic basis.

Minority Interest

In May 2003, the Financial Accounting
Standards Board (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.

7

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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 March 31, 2004,
the estimated settlement value of these noncontrolling interests is approximately
$548,000. This settlement value is based on estimated third party consideration paid to
the joint venture upon disposition of each property and is net of all other assets and
liabilities including any yield maintenance that would have been due on that date had the
mortgage encumbering the properties been prepaid on March 31, 2004. 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 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 March 31, 2004, approximately $327,000 of our
overnight investment was included in cash and equivalents.

8

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# Note 5  Cash and
Equivalents  Restricted

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

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

Statement of Financial Accounting
Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, specifies circumstances in which certain long-lived assets must
be reviewed for impairment. If 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. There were no impairment losses during any of the periods presented.

9

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# Note 7  Mortgages
and Note Payable

Mortgages and note payable consist of
the following:

`March 31,         December 31,
                                                                           2004                2003
                                                                     -----------------  ------------------
Mortgage payable with an insurance company, payable in monthly
installments, bearing interest at 7.74%, due October 15, 2012,
secured by certain land, buildings and amenities.                   $       10,908,984 $        11,004,713

Mortgage payable with an insurance company, payable in monthly
installments, bearing interest at 7.32%, due October 15, 2012,
secured by certain land, buildings and amenities.                            5,946,398           6,070,365

Mortgage payable with an insurance company, payable in monthly
installments, bearing interest at 7.57%, due May 15, 2009,
secured by certain land, buildings and amenities.                            5,819,990           6,044,431

Mortgage payable with an insurance company, payable in monthly
installments, bearing interest at 8.375%, due December 1, 2010,
secured by certain land, buildings and amenities.                            2,968,538           2,988,656

Mortgage payable with an insurance company, payable in monthly
installments, bearing interest at 7.38%, due December 5, 2012,
secured by certain land and building.                                        2,002,959           2,043,356

Mortgage payable with an insurance company, payable in monthly
installments, bearing interest at 6.93%, due December 5, 2012,
secured by certain land, buildings and amenities.                            1,950,020           1,958,280

Mortgage payable with an insurance company, payable in monthly
installments, bearing interest at 7.38%, due December 5, 2012,
secured by certain land, buildings and amenities.                            1,335,306           1,362,237

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

                                                                    $       31,332,195 $        31,872,038
                                                                     =================  ==================`

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

As of March 31, 2004, the fair value of
long-term debt is approximately $32,344,000, based on the borrowing rates currently
available to us for mortgages with similar terms and average maturities.

10

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# Note 8  Accounts
Payable  Affiliate

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

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

# Note 9  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 fees are equal to 5% of the gross revenues from our
apartment communities and 6% of the gross revenues from our commercial property. Also
pursuant to an agreement, NTS Development Company receives a repair and maintenance fee
equal to 5.9% of costs incurred which relates 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 three months ended March 31, 2004 and 2003. 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.

`Three Months Ended
                                                                               March 31,
                                                                ----------------------------------------
                                                                       2004                 2003
                                                                -------------------  -------------------

Property management fees                                       $            132,721 $            141,838
                                                                -------------------  -------------------

Property management                                                         261,601              269,458
Leasing                                                                      36,060               42,270
Administrative - operating                                                  110,267               76,629
Other                                                                         5,208                2,443
                                                                -------------------  -------------------

     Total operating expenses - affiliated                                  413,136              390,800
                                                                -------------------  -------------------

Professional and administrative expenses - affiliated                        98,920               94,892
                                                                -------------------  -------------------

Repair and maintenance fees                                                  12,197                7,089
Leasing commissions                                                           4,538                  926
                                                                -------------------  -------------------

     Total related party transactions capitalized                            16,735                8,015
                                                                -------------------  -------------------

Total related party transactions                               $            661,512 $            635,545
                                                                ===================  ===================`

11

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During the three months ended March
31, 2004 and 2003, we were charged $7,006 and $7,411, respectively, for property
maintenance fees from an affiliate of NTS Development Company.

# Note 10 
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 March 31, 2004, 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 $411,000. The tenant finish cost will be funded by loan proceeds from a note
payable obtained October 1, 2003 (see Note 7 Mortgages and Note Payable for
further discussion on our loans) and cash reserves. Through March 31, 2004, approximately
$332,000 of the tenant finish cost has been incurred.

Litigation

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

On February 27, 2003, two individuals
filed a class and derivative action in the Circuit Court of Jefferson County, Kentucky
captioned Bohm, et al. v. J.D. Nichols, et al.(Case No. 03-CI-01740) against
certain of the General Partners and several individuals and entities affiliated with us.
The complaint was amended to include the general partner of NTS-Properties III and the
general partner of NTS-Properties Plus Ltd., which 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 the Partnerships based on alleged
overpayment of fees, prohibited investments, improper failures to make distributions,
purchases of limited partnerships interests at insufficient prices and

12

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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 Partnerships, a
declaratory judgment and injunctive relief. No amounts have been accrued as a liability
for this action in our financial statements. Our general partner believes that this action
is without merit and is vigorously defending it.

On June 20, 2003, the General
Partners reached an agreement in principle with the representatives of the class of
plaintiffs to settle the Buchanan litigation. This agreed upon settlement includes
releases for all of the parties for all of the claims asserted in the Buchananlitigation and the Bohmlitigation. As part of the agreed upon settlement, the
General Partners agreed to pursue a merger of the Partnerships and other real estate
entities affiliated with the General Partners into a newly-formed entity named NTS Realty
Holdings Limited Partnership (NTS Realty).

On December 5, 2003, the General
Partners, certain of their affiliates and the class of plaintiffs in the Buchananlitigation jointly filed a Stipulation and Agreement of Settlement (the
Settlement Agreement) with the Superior Court. The Settlement Agreement sets
forth in writing the terms of the agreed upon settlement the parties reached on June 20,
2003. On February 26, 2004, the Superior Court preliminarily approved the Settlement
Agreement as within the range of reasonableness and that it is fair, just and adequate to
the class of plaintiffs. The Superior Court scheduled a hearing to finally determine
whether the Settlement Agreement is in the best interests of the class of plaintiffs and
whether the Buchananlitigation should be dismissed with prejudice.

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

On May 6, 2004, the Superior Court
granted its final approval of the Settlement Agreement. At the final hearing, any member
of the class of plaintiffs was given the opportunity to object to the final approval of
the Settlement Agreement, the entry of a final judgment dismissing with prejudice the
Buchananlitigation, or an application of an award for attorneys fees and
expenses to plaintiffs counsel. The Superior Courts order provides, among
other things, that: (1) the Settlement Agreement, and all transactions contemplated
thereby, including the proposed merger of the Partnerships into NTS Realty, are fair,
reasonable and adequate, and in the best interests of the class of plaintiffs; (2) the
plaintiffs complaint and each and every cause of action and claim set forth therein
is dismissed with prejudice; (3) each class member is barred from (a) transferring,
selling or otherwise disposing of (other than by operation of law) their interests until
the earlier of the closing date of the merger, the termination of the settlement or June
30, 2004; and (4) each class member who requested to be excluded from the settlement
released their claims in the Bohm litigation.

For the three months ended March 31,
2004 and 2003, our share of the legal costs for theBuchananand Bohm
litigations was approximately $61,000 and $41,000, respectively, 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

As part of the Settlement Agreement,
our general partner and the general partners of the four public partnerships affiliated
with us, have agreed to pursue a merger of the partnerships and several other affiliated
real estate entities into a newly formed limited partnership known as NTS Realty. The
merger is subject to, among other things, approval by a majority of the limited partner
interests in each partnership. We may not seek the approval of the limited partners until
a filing made by NTS Realty with the Securities and Exchange Commission is declared
effective. For the three months ended March 31, 2004, our share of the legal and
professional fees for the proposed merger was approximately $227,000.

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

# Note 11  Segment
Reporting

Our reportable operating segments
include Apartment Community and Commercial Real Estate Operations. The apartment community
operations represent our ownership and operating results relative to the apartment
complexes known as Willow Lake, Park Place Phase I, 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.

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 reports financial information for
the purposes of assisting in making internal operating decisions. Our management evaluated
performance based on stand-alone operating segment net income. Professional and
administrative expenses, interest and other income, depreciation, interest expense and
minority interest income recorded at the Partnership level have not been allocated to the
segments.

14

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`Three Months Ended March 31, 2004
                                               ---------------------------------------------------------
                                                   Apartment
                                                  Communities         Commercial            Total
                                               -----------------  ------------------  ------------------
Rental income                                 $        2,476,683 $           137,589 $         2,614,272
Tenant reimbursements                                         --                 387                 387
                                               -----------------  ------------------  ------------------

     Total revenues                                    2,476,683             137,976           2,614,659
                                               -----------------  ------------------  ------------------

Operating expenses and operating expenses -
  affiliated                                           1,103,418              77,684           1,181,102
Management fees                                          124,345               8,376             132,721
Real estate taxes                                        104,135              21,653             125,788
Depreciation and amortization                            586,378              54,022             640,400
                                               -----------------  ------------------  ------------------

     Total operating expenses                          1,918,276             161,735           2,080,011
                                               -----------------  ------------------  ------------------

Operating income (loss)                                  558,407             (23,759)            534,648

Interest and other income                                    457                 150                 607
Interest expense                                        (206,146)                 --            (206,146)
Loss on disposal of assets                                  (103)                 --                (103)
                                               -----------------  ------------------  ------------------

Net income (loss)                             $          352,615 $           (23,609)$           329,006
                                               =================  ==================  ==================`

`Three Months Ended March 31, 2003
                                               ---------------------------------------------------------
                                                   Apartment
                                                  Communities         Commercial            Total
                                               -----------------  ------------------  ------------------
Rental income                                 $        2,617,724 $           128,463 $         2,746,187
Tenant reimbursements                                         --               1,880               1,880
                                               -----------------  ------------------  ------------------

     Total revenues                                    2,617,724             130,343           2,748,067
                                               -----------------  ------------------  ------------------

Operating expenses and operating expenses -
  affiliated                                             992,122              75,768           1,067,890
Management fees                                          133,600               8,238             141,838
Real estate taxes                                        217,635               6,510             224,145
Depreciation and amortization                            578,281              47,131             625,412
                                               -----------------  ------------------  ------------------

     Total operating expenses                          1,921,638             137,647           2,059,285
                                               -----------------  ------------------  ------------------

Operating income (loss)                                  696,086              (7,304)            688,782

Interest and other income                                  4,940                 112               5,052
Interest expense                                        (220,493)                 --            (220,493)
Loss on disposal of assets                                (8,195)                 --              (8,195)
                                               -----------------  ------------------  ------------------

Net income (loss)                             $          472,338 $            (7,192)$           465,146
                                               =================  ==================  ==================`

15

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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 months ended March 31, 2004 and 2003, is necessary
given amounts recorded at the Partnership level and not allocated to the operating
properties for internal reporting purposes.

`Three Months Ended
                                                                            March 31,
                                                             ----------------------------------------
                                                                    2004                 2003
                                                             -------------------  -------------------
DEPRECIATION AND AMORTIZATION
Total depreciation and amortization for reportable segments $            640,400 $            625,412
Depreciation and amortization for Partnership                             22,367               22,367
                                                             -------------------  -------------------

     Total depreciation and amortization                    $            662,767 $            647,779
                                                             ===================  ===================

INTEREST AND OTHER INCOME
Total interest and other income for reportable segments     $                607 $              5,052
Interest and other income for Partnership                                  1,719                2,577
                                                             -------------------  -------------------

     Total interest and other income                        $              2,326 $              7,629
                                                             ===================  ===================

INTEREST EXPENSE
Total interest expense for reportable segments              $           (206,146)$           (220,493)
Interest expense for Partnership                                        (393,734)            (415,227)
                                                             -------------------  -------------------

     Total interest expense                                 $           (599,880)$           (635,720)
                                                             ===================  ===================

NET INCOME (LOSS)
Total net income for reportable segments                    $            329,006 $            465,146
Less minority interest for Partnership                                     5,416                8,743
Plus net loss for Partnership (1)                                       (853,051)            (740,121)
                                                             -------------------  -------------------

     Total net loss                                         $           (529,461)$           (283,718)
                                                             ===================  ===================`

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

16

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

Managements Discussion and
Analysis of Financial Condition and Results of Operations should be read in conjunction
with the Consolidated Financial Statements in Item 1 and the cautionary statements below.

# Critical Accounting
Policies

General

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

Impairment and Valuation

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

17

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Recognition of Rental
Income

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

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

Under GAAP, we are required to
recognize rental income based on the effective monthly rent for each lease. The effective
monthly rent is equal to the average monthly rent during the term of the lease, not the
stated rent for any particular month. The process, known as straight-lining or
stepping rent generally has the effect of increasing rental revenues during
the early phases of a lease and decreasing rental revenues in the latter phases of a
lease. Due to the impact of straight- lining, cash collected for rent exceeded
rental income by approximately $400, for the three months ended March 31, 2004, and rental
income exceeded cash collected for rent by approximately $100 for the three months ended
March 31, 2003. If rental income calculated on a straight-line basis exceeds the cash rent
due under the lease, the difference is recorded as an increase in deferred rent receivable
and included as a component of accounts receivable on the relevant balance sheet. If the
cash rent due under the lease exceeds rental income calculated on a straight-line basis,
the difference is recorded as a decrease in deferred rent receivable and is recorded as a
decrease of accounts receivable on the relevant balance sheet. We defer recognition of
contingent rental income, such as percentage or excess rent, until the specified target
that triggers the contingent rental income is achieved. We periodically review the
collectability of outstanding receivables. Allowances are generally taken for tenants with
outstanding balances due for a period greater than ninety days and for tenants with
potentially uncollectible outstanding balances due for a period less than ninety days.

Recognition of Lease
Termination Income

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

18

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Cost Capitalization and
Depreciation Policies

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

Minority Interest

In May 2003, the Financial Accounting
Standards Board (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 March 31, 2004,
the estimated settlement value of these noncontrolling interests is approximately
$548,000. This settlement value is based on estimated third party consideration paid to
the joint venture upon disposition of each property and is net of all other assets and
liabilities including any yield maintenance that would have been due on that date had the
mortgage encumbering the properties been prepaid on March 31, 2004. 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.

# Results of Operations

The following tables include our
selected summarized operating data for the three months ended March 31, 2004 and 2003.
This data is presented to provide assistance in identifying trends in our operating
results and other factors affecting our business. This data should be read in conjunction
with our consolidated financial statements, including the notes thereto, in Part I, Item 1
of this report.

19

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`Three Months Ended March 31, 2004
                                            -----------------------------------------------------------------------
                                                 Residential       Commercial       Partnership         Total
                                            -----------------------------------------------------------------------
Net revenues                                  $      2,476,683 $         137,976 $             -- $       2,614,659
Operating expenses and operating
  expenses - affiliated                              1,103,418            77,684               --         1,181,102
Depreciation and amortization                          586,378            54,022           22,367           662,767
Interest expense                                       206,146                --          393,734           599,880
Net income (loss)                                      352,615           (23,609)        (858,467)         (529,461)`

`Three Months Ended March 31, 2003
                                            -----------------------------------------------------------------------
                                                 Residential       Commercial       Partnership         Total
                                            -----------------------------------------------------------------------
Net revenues                                  $      2,617,724 $         130,343 $             -- $       2,748,067
Operating expenses and operating
  expenses - affiliated                                992,122            75,768               --         1,067,890
Depreciation and amortization                          578,281            47,131           22,367           647,779
Interest expense                                       220,493                --          415,227           635,720
Net income (loss)                                      472,338            (7,192)        (748,864)         (283,718)`

During the three months ended March
31, 2004, our operating results have been negatively impacted by the expenses related to
our ongoing litigation filed by limited partners. Residential net revenues have decreased
due to a decrease in average rent per unit. Commercial net revenues have increased
slightly as a result of higher average occupancy. Operating expense and operating expenses
 affiliated have increased primarily due to increased repairs and maintenance costs.
Depreciation and interest expense have remained fairly constant.

Rental income and tenant
reimbursements generated by our properties and joint ventures for the three months ended
March 31, 2004 and 2003 were as follows:

`Three Months Ended
                                                                              March 31,
                                                                -------------------------------------
                                                                       2004               2003
                                                                ------------------  -----------------
Wholly-Owned Properties
Sabal Park Apartments                                          $           479,666 $          493,927
Park Place Apartments Phase I                                  $           397,442 $          430,869
Willow Lake Apartments                                         $           504,418 $          561,482
Park Place Apartments Phase III                                $           378,374 $          387,554

Joint Venture Properties
(Ownership % on March 31, 2004)
Golf Brook Apartments (96.03%)                                 $           716,783 $          743,892
Plainview Point Office Center Phase III (95.04%)               $           137,976 $          130,343`

We believe the changes in rental
income and tenant reimbursements from period to period are temporary effects of each
propertys specific mix of lease maturities and are not indicative of any known
trend, except for Plainview Point Office Center Phase III where we expect there will be a
protracted period extending beyond 2004 for the property to become fully leased again.

20

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The occupancy levels at our properties
and joint ventures as of March 31, 2004 and 2003 were as follows:

`Three Months Ended
                                                                               March 31,
                                                               -----------------------------------------
                                                                      2004                   2003
                                                               ------------------     ------------------
Wholly-Owned Properties
Sabal Park Apartments                                                 93%                    95%
Park Place Apartments Phase I                                         78%                    81%
Willow Lake Apartments                                                86%                    85%
Park Place Apartments Phase III                                       91%                    95%

Joint Venture Properties
(Ownership % on March 31, 2004)
Golf Brook Apartments (96.03%)                                        92%                    90%
Plainview Point Office Center Phase III (95.04%)                      55%                    49%`

We believe the changes in occupancy
on March 31 from year to year are temporary effects of each propertys specific mix
of lease maturities and are not indicative of any known trend, except for Plainview Point
Office Center Phase III where we expect there will be a protracted period extending beyond
2004 for the property to become fully leased again.

The average occupancy levels at our
properties and joint ventures for the three months ended March 31, 2004 and 2003 were as
follows:

`Three Months Ended
                                                                               March 31,
                                                               -----------------------------------------
                                                                      2004                   2003
                                                               ------------------     ------------------
Wholly-Owned Properties
Sabal Park Apartments                                                 94%                    96%
Park Place Apartments Phase I                                         79%                    84%
Willow Lake Apartments                                                84%                    85%
Park Place Apartments Phase III                                       92%                    95%

Joint Venture Properties
(Ownership % on March 31, 2004)
Golf Brook Apartments (96.03%)                                        91%                    92%
Plainview Point Office Center Phase III (95.04%)                      55%                    49%`

We believe the changes in average
occupancy from period to period are temporary effects of each propertys specific mix
of lease maturities and are not indicative of any known trend, except for Plainview Point
Office Center Phase III where we expect there will be a protracted period extending beyond
2004 for the property to become fully leased again.

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.

21

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

The following discussion relating to
changes in our results of operations includes only material line items within our
Statements of Operations or line items for which there was a material change between the
three months ending March 31, 2004 and 2003.

Rental Income and Tenant
Reimbursements

Rental income and tenant
reimbursements for the three months ended March 31, 2004 and 2003 were approximately
$2,615,000 and $2,748,000, respectively. The decrease of approximately $133,000, or 5%,
was primarily the result of a decrease in average income per unit at Willow Lake
Apartments, Golf Brook Apartments, Park Place Apartments Phase I and Sabal Park
Apartments. The decrease was also the result of decreased average occupancy at all of the
apartment communities partially offset by increased average occupancy at Plainview Point
Office Center Phase III.

Operating Expenses and
Operating Expenses  Affiliated

Operating expenses for the three
months ended March 31, 2004 and 2003 were approximately $768,000 and $677,000,
respectively. The increase of approximately $91,000, or 13%, was primarily the result of
1) increased repairs and maintenance costs at Sabal Park Apartments, Willow Lake
Apartments and Golf Brook Apartments, 2) increased tax consulting costs at Willow Lake
Apartments, 3) increased bad debts at Golf Brook Apartments and 4) increased insurance
costs at Sabal Park Apartments and Golf Brook Apartments.

Our operating expenses 
affiliated did not change significantly between the three months ended March 31, 2004 and
2003. There were no offsetting material changes.

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

Real Estate Taxes

Real estate taxes for the three
months ended March 31, 2004 and 2003 were approximately $126,000 and $224,000,
respectively. The decrease of approximately $98,000, or 44%, was primarily due to the
decreased tax assessments at Willow Lake Apartments and Park Place Apartments Phase I. The
decrease was partially offset by additional Plainview Point Office Center Phase III
property tax that was contested in 2003, but overruled in 2004 and the increased tax
assessment at Plainview Point Office Center Phase III.

22

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Professional and
Administrative Expenses and Professional and Administrative Expenses Affiliated

Professional and administrative
expenses for the three months ended March 31, 2004 and 2003 were approximately $340,000
and $210,000, respectively. The increase of approximately $130,000, or 62%, was primarily
the result of increased legal and professional fees related to our proposed merger and
litigation filed by limited partners. See Item 1- Note 10 for information regarding our
proposed merger and litigation filed by limited partners.

Our professional and administrative
expenses  affiliated did not change significantly between the three months ended
March 31, 2004 and 2003. There were no offsetting material changes.

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

Depreciation and
Amortization Expense

Our depreciation and amortization
expenses did not change significantly between the three months ended March 31, 2004 and
2003. There were no offsetting material changes.

Interest Expense

Our interest expense did not change
significantly between the three months ended March 31, 2004 and 2003. There were no
offsetting material changes.

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 three months ended March 31, 2004 and 2003.

Cash flows provided by (used in):

`Three Months Ended
                                                                                  March 31,
                                                                  -----------------------------------------
                                                                         2004                  2003
                                                                  ------------------    -------------------
Operating activities                                           $           1,012,042 $              762,583
Investing activities                                                        (247,495)              (157,587)
Financing activities                                                        (539,843)              (516,441)
                                                                  ------------------    -------------------

     Net increase in cash and equivalents                      $             224,704 $               88,555
                                                                  ==================    ===================`

23

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Net cash provided by operating
activities increased from approximately $763,000 for the three months ended March 31, 2003
to approximately $1,012,000 for the three months ended March 31, 2004. The increase was
primarily driven by the change in accounts payable which was partially offset by the
increased net loss. The increased accounts payable includes amounts due for professional
services related to our litigation filed by limited partners and our proposed merger,
which also affected our net loss.

Net cash used in investing activities
increased from approximately $158,000 for the three months ended March 31, 2003 to
approximately $247,000 for the three months ended March 31, 2004. The increase in net cash
used was primarily due to increased additions to land, buildings and amenities primarily
at Plainview Point Office Center Phase III.

Net cash used in financing activities
increased from approximately $516,000 for the three months ended March 31, 2003 to
approximately $540,000 for the three months ended March 31, 2004. The increase was
primarily the result of increased principal payments made in 2004.

Due to the fact that no distributions
were made during the three months ended March 31, 2004 or 2003, the table which presents
that portion of the distributions that represents a return of capital in accordance with
GAAP has been omitted.

Future Liquidity

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

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

The primary source of future
liquidity is expected to be cash from operations. It is anticipated that the cash flow
from operations will be sufficient to meet our day to day working capital needs. Cash
reserves (which are unrestricted cash and equivalents as shown on our balance sheet) were
$350,046 on March 31, 2004.

24

---

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 March 31, 2004, five buildings at
Willow Lake Apartments have had roofs replaced while no roofs have been replaced at Park
Place Apartments Phase I. The total cost of replacing all of the remaining roofs is
estimated to be $880,000 ($20,000 per building). There are three roof replacements
scheduled to be completed in 2004 at Willow Lake Apartments.

The demand on future liquidity is
also anticipated to increase as we continue our efforts in the leasing of Plainview Point
Office Center Phase III. One tenant which occupied 16,895 square feet, or 27%, of the
building, vacated its space on November 30, 2001. As a result of this vacancy, there will
likely be a protracted period extending beyond 2004 for the property to become fully
leased again. As of March 31, 2004, 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 $411,000. The tenant
finish cost will be funded by loan proceeds from a note payable obtained October 1, 2003
and cash reserves. Through March 31, 2004, approximately $332,000 of the tenant finish
cost has been incurred. It is estimated that an additional $54,000 will be needed for
tenant finish costs in order to return the building to full occupancy.

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

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

We had no other material commitments
for renovations or capital expenditures as of March 31, 2004.

25

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Proposed Merger

As part of the Settlement Agreement, our
general partner and the general partners of the four public partnerships affiliated with
us, have agreed to pursue a merger of the partnerships and several other affiliated real
estate entities into a newly formed limited partnership known as NTS Realty Holdings
Limited Partnership (NTS Realty). The merger is subject to, among other
things, approval by a majority of the limited partner interests in each partnership. We
may not seek the approval of the limited partners until a filing made by NTS Realty with
the Securities and Exchange Commission is declared effective. For the three months ended
March 31, 2004, our share of the legal and professional fees for the proposed merger was
approximately $227,000.

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

Website Information

Our website address is
www.ntsdevelopment.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act are available and may be accessed
free of charge through the About NTS section of our website as soon as
reasonably practicable after we electronically file 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 is changes in interest rates. All of our debt bears
interest at a fixed rate with the exception of a note payable of $400,000 that bears
interest at the Prime Rate. A hypothetical 100 basis point increase in interest rates
would not significantly increase annual interest expense on the variable rate note. A
hypothetical 100 basis point increase in interest rates would result in an approximate
$1,343,000 decrease in the fair value of debt.

# Item 4  Controls
and Procedures

Our General Partner, with the
participation of the Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures as of March 31, 2004. Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures were effective as of March 31, 2004. There were no
material changes in our internal controls over financial reporting during the first
quarter of 2004.

26

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# PART II  OTHER
INFORMATION

# Item 1  Legal
Proceedings

On May 6, 2004, the Superior Court of
the State of California for the County of Contra Costa granted its final approval of the
Stipulation and Agreement of Settlement (the Settlement Agreement) jointly
filed by the general partners (the General Partners) of NTS-Properties III,
NTS-Properties IV, NTS-Properties V, NTS-Properties VI and NTS-Properties VII, Ltd. (the
Partnerships), along with certain of their affiliates, with the class of
plaintiffs in the action originally captioned Buchanan, et al. v. NTS-Properties
Associates, et al.(Case No. C 01-05090) on December 5, 2003. At the final hearing,
any member of the class of plaintiffs was given the opportunity to object to the final
approval of the Settlement Agreement, the entry of a final judgment dismissing with
prejudice the Buchananlitigation, or an application of an award for
attorneys fees and expenses to plaintiffs counsel. The Superior Courts
order provides, among other things, that: (1) the Settlement Agreement, and all
transactions contemplated thereby, including the proposed merger of the Partnerships into
NTS Realty Holdings Limited Partnership, are fair, reasonable and adequate, and in the
best interests of the class of plaintiffs; (2) the plaintiffs complaint and each and
every cause of action and claim set forth therein is dismissed with prejudice; (3) each
class member is barred from (a) transferring, selling or otherwise disposing of (other
than by operation of law) their interests until the earlier of the closing date of the
merger, the termination of the settlement or June 30, 2004; and (4) each class member who
requested to be excluded from the settlement released their claims in the Bohmlitigation.

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

|            |                                                    |    
|----------- | -------------------------------------------------- | ---
|Exhibit No. |                                                    |    
|            |                                                    |    
|3           | Amended and Restated Agreement and Certificate     | *  
|            | of Limited Partnership of NTS-Properties VI,       |    
|            | a Maryland limited partnership.                    |    
|            |                                                    |    
|3a          | First Amendment to Amended and Restated            | ** 
|            | Agreement of Limited Partnership of                |    
|            | NTS-Properties VI, a Maryland limited partnership. |    
|            |                                                    |    
|10          | Property Management Agreement and Construction     | *  
|            | Agreement between NTS Development Company and      |    
|            | NTS-Properties VI, a Maryland limited partnership. |    
|            |                                                    |    
|14          | Code of Ethics                                     | ***
|            |                                                    |    

27

---

|     |                                                      |     
|---- | ---------------------------------------------------- | ----
|31.1 | Certification of Chief Executive Officer Pursuant to | ****
|     | Rule 13a-14(a) and Rule 15d-14(a) of the Securities  |     
|     | Exchange Act, as amended.                            |     
|     |                                                      |     
|31.2 | Certification of Chief Financial Officer Pursuant to | ****
|     | Rule 13a-14(a) and Rule 15d-14(a) of the Securities  |     
|     | Exchange Act, as amended.                            |     
|     |                                                      |     
|32.1 | Certification of Chief Executive Officer Pursuant to | ****
|     | 18 U.S.C. 1350, as adopted pursuant to Section 906   |     
|     | of the Sarbanes-Oxley Act of 2002.                   |     
|     |                                                      |     
|32.2 | Certification of Chief Financial Officer Pursuant to | ****
|     | 18 U.S.C. 1350, as adopted pursuant to Section 906   |     
|     | of the Sarbanes-Oxley Act of 2002.                   |     
|     |                                                      |     

|     |                                                                                                                                                                                                                                                  
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*    | Incorporated by reference to documents filed with the Securities and Exchange
Commission in connection with the filing of the Registration Statements on Form S-11
on March 22, 1985 (effective June 25, 1985) under Commission File No. 2-96583.
|     |                                                                                                                                                                                                                                                  
|**   | Incorporated by reference from Form 10-K filed with the Securities and Exchange
Commission for the fiscal year ended December 31, 1987 under Commission File No. 0-14695.                                                                        
|     |                                                                                                                                                                                                                                                  
|***  | See www.ntsdevelopment.comfor our code of ethics.                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                  
|**** | Attached as an exhibit with this Form 10-Q.                                                                                                                                                                                                      

# Reports on Form 8-K

We filed a Form 8-K on February 6,
2004, to announce that NTS Realty Holdings Limited Partnership filed a Form S-4, which
included a joint consent solicitation statement/prospectus, with the Securities and
Exchange Commission on February 4, 2004.

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

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

28

---

We filed a Form 8-K on May 10, 2004,
to announce the final approval of the settlement with the class of plaintiffs in the
action originally captioned Buchanan et al. v. NTS-Properties Associates, et al.
(Case No. C 01-05090) by the Superior Court of the State of California for the County of
Contra Costa.

29

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: May 13, 2004                                

30