UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark one)

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


For the quarterly period ended            September 30, 1996
                                ------------------------------------------------
                                       OR

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


For the transition period from                           to
                               -----------------------       -------------------


Commission File Number                           0-11176
                       ---------------------------------------------------------


                               NTS-PROPERTIES III
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                      Georgia                           61-1017240
-------------------------------------    ---------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

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

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



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

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


                                              Yes      X       No
                                                  -----------      ----------

Exhibit Index:    See page 14
Total Pages:      15


<PAGE>



                                TABLE OF CONTENTS

                                                                       Pages

                                     PART I

Item 1.  Financial Statements

         Balance Sheets and Statement of Partners' Equity
           As of September 30, 1996 and December 31, 1995                  3

         Statements of Operations
           For the three months and nine months ended
           September 30, 1996 and 1995                                     4

         Statements of Cash Flows
           For the three months and nine months ended
           September 30, 1996 and 1995                                     5

         Notes to Financial Statements                                   6-8

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                          9-13

                                    PART II

1.       Legal Proceedings                                                14
2.       Changes in Securities                                            14
3.       Defaults upon Senior Securities                                  14
4.       Submission of Matters to a Vote of Security Holders              14
5.       Other Information                                                14
6.       Exhibits and Reports on Form 8-K                                 14

Signatures                                                                15

                                       -2-

<PAGE>



PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>

                               NTS-PROPERTIES III

                BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY

<CAPTION>

                                                                              As of                        As of
                                                                        September 30,1996            December 31,1995*
                                                                   ----------------------------  -------------------------


ASSETS
<S>                                                                   <C>                              <C>
   Cash and equivalents                                               $          541,814               $           626,884
   Cash and equivalents - restricted                                             506,430                           387,796
   Investment securities                                                         379,782                           103,055
   Accounts receivable, net of
      allowance for doubtful accounts of
      $65,911 (1996) and $90,332 (1995)                                          218,372                           176,811
   Land, buildings and amenities, net                                          9,002,858                         9,585,286
  Construction in progress                                                       485,152                                --
   Other assets                                                                  409,845                           241,022
                                                                      ------------------               -------------------

                                                                      $       11,544,253               $        11,120,854
                                                                      ==================               ===================

LIABILITIES AND PARTNERS' EQUITY
   Mortgages payable                                                  $        6,886,784               $         6,964,619
   Accounts payable - operations                                                 259,002                            72,807
   Accounts payable - construction                                               369,043                             1,907
   Distributions payable                                                          35,375                            37,125
   Security deposits                                                              93,123                            95,494
   Other liabilities                                                             119,231                            13,171
                                                                      ------------------               -------------------

                                                                               7,762,558                         7,185,123

   Partners' equity                                                            3,781,695                         3,935,731
                                                                      ------------------               -------------------

                                                                      $       11,544,253               $        11,120,854
                                                                      ==================               ===================
</TABLE>
<TABLE>

<CAPTION>


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

PARTNERS' EQUITY
<S>                                                      <C>                       <C>                        <C>
Initial equity                                           $        15,600,000       $          8,039,710       $        23,639,710
Adjustment to historical
  basis                                                          --                          (5,455,030)               (5,455,030)
                                                         -------------------       --------------------       -------------------

                                                                  15,600,000                  2,584,680                18,184,680
Net loss - prior years                                              (448,502)                (2,195,635)               (2,644,137)
Net income (loss) -
  current year                                                       171,143                    (71,562)                   99,581
Cash distributions
  declared to date                                               (11,349,844)                  (206,985)              (11,556,829)
Repurchase of limited
  partnership units                                                 (301,600)               --                           (301,600)
                                                         -------------------       --------------------       -------------------

Balances at September 30, 1996                           $         3,671,197       $            110,498       $         3,781,695
                                                         ===================       ====================       ===================

</TABLE>

*  Reference  is made to the audited  financial  statements  in the Form 10-K as
   filed with the Commission on March 29, 1996.

                                       -3-

<PAGE>

<TABLE>


                               NTS-PROPERTIES III

                            STATEMENTS OF OPERATIONS

<CAPTION>


                                                      Three Months Ended                         Nine Months Ended
                                                        September 30,                              September 30,
                                            --------------------------------------     --------------------------------------

                                                  1996                  1995                 1996                 1995
                                            -----------------     ----------------     -----------------    -----------------
<S>                                         <C>                   <C>                  <C>                  <C>
REVENUES:
  Rental income, net of provision
  for doubtful accounts of $36,974
   (1996) and $62,788 (1995)                $         730,495     $        680,406     $       2,156,906    $       2,027,124
  Rental income - affiliated                           78,165               78,165               236,334              234,495
  Interest and other income                            15,521               10,508                38,835               32,155
                                            -----------------     ----------------     -----------------    -----------------

                                                      824,181              769,079             2,432,075            2,293,774

EXPENSES:
  Operating expenses                                  179,982              185,219               536,265              491,692
  Operating expenses - affiliated                      70,934               78,055               239,183              243,234
  Write-off of unamortized tenant
     and building improvements                     --                       15,420             --                      56,693
  Interest expense                                    138,778              143,037               421,586              440,558
  Management fees                                      39,278               40,308               116,964              118,558
  Real estate taxes                                    51,485               54,295               159,070              162,835
  Professional and administrative
     expenses                                          14,708               15,322                47,691               42,663
  Professional and administrative
     expenses - affiliated                             36,579               36,879               110,744              109,491
  Depreciation and amortization                       215,176              262,733               700,991              773,408
                                            -----------------     ----------------     -----------------    -----------------

                                                      746,920              831,268             2,332,494            2,439,132
                                            -----------------     ----------------     -----------------    -----------------

Net income (loss)                           $          77,261     $        (62,189)    $          99,581    $        (145,358)
                                            =================     ================     =================    =================

Net income (loss) allocated to the
  limited partners                          $         100,673     $        (35,694)    $         171,143    $         (67,558)
                                            =================     ================     =================    =================
Net income (loss) per limited
partnership unit                            $            7.04     $          (2.29)    $           11.79    $           (4.33)
                                            =================     ================     =================    =================

Weighted average number of units                       14,296               15,600                14,521               15,600
                                            =================     ================     =================    =================

</TABLE>



                                       -4-

<PAGE>

<TABLE>


                               NTS-PROPERTIES III

                            STATEMENTS OF CASH FLOWS

<CAPTION>


                                                                Three Months Ended                     Nine Months Ended
                                                                  September 30,                          September 30,
                                                       ------------------------------------  -------------------------------------

                                                             1996                1995              1996                 1995
                                                       -----------------   ----------------  -----------------    ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                    <C>                 <C>               <C>                        <C>
Net income (loss)                                      $          77,261   $       (62,189)  $          99,581          $(145,358)
Adjustments to reconcile net income
 (loss) to net cash provided by
  operating activities:
      Provision for doubtful accounts                             18,636             21,224             36,974              62,788
      Accrued interest on investment
        securities                                                  (640)             3,884            (2,123)             --
      Write-off of unamortized tenant and
        building improvements                                 --                     15,420         --                      56,693
      Depreciation and amortization                              215,176            262,733            700,991             773,408
      Changes in assets and liabilities:
        Cash and equivalents - restricted                       (15,615)           (17,775)           (46,845)            (51,953)
        Accounts receivable                                     (25,485)             20,834           (78,535)               4,183
        Other assets                                           (174,973)              6,793          (184,184)            (28,622)
        Accounts payable - operations                            181,934            (5,487)            186,195               8,420
        Security deposits                                        (1,710)                869            (2,371)               7,563
        Other liabilities                                            384              5,688            106,063             103,410
                                                       -----------------   ----------------  -----------------    ----------------

Net cash provided by operating
   activities                                                    274,968            251,994            815,746             790,532
                                                       -----------------   ----------------  -----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings,amenities
 and construction in progress                                  (173,652)          (121,964)          (221,221)           (494,131)
Increase in cash and equivalents -
 restricted                                                     (17,063)           (21,192)           (63,389)            (64,749)
Purchase of investment securities                              (216,257)          --                 (855,999)           (299,808)
Maturity of investment securities                               479,742            299,808            581,395             299,808
                                                       -----------------   ----------------  -----------------    ----------------

   Net cash provided by (used in)
    investing activities                                          72,770            156,652          (559,214)           (558,880)
                                                       -----------------   ----------------  -----------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages
  payable                                                       (26,537)           (24,231)           (77,835)            (71,072)
Cash distributions                                              (36,213)           (39,000)          (109,767)           (117,000)
Repurchase of limited partnership
  units                                                         (69,680)          --                 (145,600)           --
Increase in cash and equivalents -
  restricted                                                     (8,320)          --                   (8,400)           --
                                                       -----------------   ----------------  -----------------    ----------------

   Net cash used in financing activities                       (140,750)           (63,231)          (341,602)           (188,072)
                                                       -----------------   ----------------  -----------------    ----------------

  Net increase (decrease) in cash and
     equivalents                                                 206,988            345,415           (85,070)              43,580

CASH AND EQUIVALENTS, beginning of
   period                                                        334,826            432,368            626,884             734,203
                                                       -----------------   ----------------  -----------------    ----------------

CASH AND EQUIVALENTS, end of period                    $         541,814   $        777,783  $         541,814    $        777,783
                                                       =================   ================  =================    ================

Interest paid on a cash basis                          $         139,491   $        143,634  $         423,097    $        443,161
                                                       =================   ================  =================    ================

</TABLE>
                                      -5-


<PAGE>

                               NTS-PROPERTIES III

                          NOTES TO FINANCIAL STATEMENTS

The financial  statements included herein should be read in conjunction with the
Partnership's  1995 Annual Report.  In the opinion of the General  Partner,  all
adjustments (only consisting of normal recurring  accruals) necessary for a fair
presentation  have been made to the  accompanying  financial  statements for the
three months and nine months ended September 30, 1996 and 1995.

1.    Cash and Equivalents - Restricted

      Cash and  equivalents - restricted  represent 1) escrow funds which are to
      be released as the heating,  ventilating and air  conditioning  system and
      asphalt paving at Peachtree Corporate Center are replaced,  2) funds which
      have been  escrowed  with a  mortgage  company  for  Plainview  Plaza II's
      property  taxes in accordance  with the loan  agreement and 3) funds which
      the  Partnership  has reserved for the  repurchase of limited  partnership
      units.

2.    Interest Repurchase Reserve

      On January 3, 1996, the Partnership elected to fund an additional $100,000
      to its Interest  Repurchase Reserve which was established in 1995 pursuant
      to Section 16.4 of the  Partnership's  Amended and  Restated  Agreement of
      Limited  Partnership.  On May 24, 1996, the Partnership elected to fund an
      additional amount of $143,700 to the Interest Repurchase Reserve. The 1995
      and 1996  fundings  will enable the  Partnership  to repurchase a total of
      1,920 Units at a price of $208 per Unit.  As of September  30,  1996,  the
      Partnership had repurchased a total of 1,450 Units.  Repurchased Units are
      retired by the Partnership, thus increasing the share of ownership of each
      remaining investor.

3.    Investment Securities

      Investment  securities represent investments in Certificates of Deposit or
      debt  securities  issued  by the U.S.  Government  and its  agencies  with
      initial  maturities  of greater than three  months.  The  investments  are
      carried at cost which approximates  market value. The Partnership  intends
      to hold the  securities  until  maturity.  During  the nine  months  ended
      September  30,  1996  and  1995,  the   Partnership   sold  no  investment
      securities.  The following provides details regarding the investments held
      at September 30, 1996:


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

     Certificate of Deposit        $       17,872    11/01/96     $      17,934
     Fed. Farm Cr. Bank Discount
        Note                              144,283    11/04/96           145,000
     FHLB Discount Note                    99,083    12/05/96           100,000
     FHLB Discount Note                   118,544    12/26/96           120,000
                                   --------------                 -------------

                                   $      379,782                 $     382,934
                                   ==============                 =============

4.    New Accounting Pronouncement

      In March 1995, the Financial  Accounting  Standards Board issued Statement
      No. 121 (the  "Statement")  on accounting for the impairment of long-lived
      assets, certain identifiable  intangibles,  and goodwill related to assets
      to be held and used. The Statement also establishes  accounting  standards
      for long-lived assets and certain identifiable  intangibles to be disposed
      of.  The  Partnership  adopted  the  Statement  as of  January  1, 1996 as
      required. No adjustments were required.

                                       -6-

<PAGE>



5.    Mortgages Payable

      Mortgages payable consist of the following:


                                                  September 30,    December 31,
                                                       1996            1995
                                                  --------------   -------------

     Mortgage payable to an insurance
     company maturing June 1, 2001,  secured
     by land and buildings, bearing a
     variable interest rate based on the
     10-year treasury  bill rate plus 60
     basis points.  The rate is adjusted
     quarterly. The current rate at
     September 30, 1996 is 7.46%.                 $    4,500,000   $  4,500,000

     Mortgage  payable  to an  insurance
     company  bearing  interest  at 9.125%,
     maturing November 1, 1998, secured by
     land and building.                                2,386,784      2,464,619
                                                  --------------   -------------

                                                  $    6,886,784   $  6,964,619
                                                  ==============   =============

      Based on the borrowing  rates  currently  available to the Partnership for
      mortgages  with similar  terms and average  maturities,  the fair value of
      long term debt is approximately $7,250,000.

      Effective  October 1, 1996, the interest rate on the  $4,500,000  mortgage
      payable adjusted to 7.33%.

6.    Related Party Transactions

      Property  management  fees of $116,964  and  $118,558  for the nine months
      ended  September  30,  1996  and  1995,  respectively,  were  paid  to NTS
      Development  Company, an affiliate of the General Partner,  pursuant to an
      agreement with the  Partnership.  The fee is equal to 5% of gross revenues
      from the Partnership's properties. Also, as permitted by an agreement with
      the  Partnership,  NTS  Development  Company  will  receive  a repair  and
      maintenance  fee equal to 5.9% of costs  incurred  which relate to capital
      improvements. The Partnership has incurred $32,732 and $22,105 as a repair
      and  maintenance  fee during the nine months ended  September 30, 1996 and
      1995,  respectively,  and has  capitalized  this  cost as a part of  land,
      buildings and amenities.

      As  permitted  by an  agreement,  the  Partnership  also was  charged  the
      following  amounts from NTS Development  Company for the nine months ended
      September 30, 1996 and 1995.  These charges  include items which have been
      expensed  as  operating   expenses  -  affiliated  or   professional   and
      administrative expenses - affiliated and items which have been capitalized
      as other assets or as land, buildings and amenities.


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

          Leasing                $           117,283          $          107,158
          Administrative                     132,724                     131,388
          Property manager                   141,171                     142,496
          Other                               12,827                       9,710
                                 -------------------          ------------------

                                 $           404,005          $          390,752
                                 ===================          ==================

      During the nine months ended  September 30, 1996 and 1995, NTS Development
      Company leased  approximately 23,000 square feet of the available space in
      the Plainview Plaza II property at a base rent of approximately $13.50 per
      square foot. The Partnership has received approximately $235,000 in rental
      payments  from  NTS  Development  Company  during  the nine  months  ended
      September 30, 1996 and 1995. The lease expires February 1997.

                                       -7-

<PAGE>



7.    Reclassification of 1995 Financial Statements

      Certain  reclassifications  have  been  made  to the  September  30,  1995
      financial  statements to conform with September 30, 1996  classifications.
      These reclassifications have no effect on previously reported operations.

                                       -8-

<PAGE>




Item 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
-------         ---------------------------------------------------------------
                RESULTS OF OPERATIONS
                ---------------------


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

The occupancy levels at the Partnership's  properties as of September 30 were as
follows:

                                                     1996           1995
                                                     ----           ----

Plainview Plaza II                                    84%           86%

Plainview Triad North                                 94%           95%

Peachtree Corporate Center                            96%           92%

The rental and other income  generated by the  Partnership's  properties for the
three months and nine months ended September 30 was as follows:


                                Three Months Ended          Nine Months Ended
                                   September 30,              September 30,
                            -------------------------   ------------------------

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

Plainview Plaza II          $   268,187   $   276,913   $  803,270   $  829,970

Plainview Triad North       $   266,381   $   238,297   $  766,240   $  708,827

Peachtree Corporate Center  $   276,708   $   245,110   $  828,878   $  731,279

Plainview Plaza II's occupancy decreased 2% from September 30, 1995 to September
30, 1996 as a result of two tenants, who had occupied approximately 5,100 square
feet,  vacating at the end of the lease terms.  Partially  offsetting the tenant
move-outs is a new lease for approximately  2,700 square feet. Average occupancy
at  Plainview  Plaza II  decreased  from 86% in 1995 to 82% in 1996 for the nine
months ended  September 30 and decreased from 86% in 1995 to 83% in 1996 for the
three  months  ended  September  30. The  decrease in rental and other income at
Plainview Plaza II for the three months and nine months ended September 30, 1996
as  compared  to the same  periods  in 1995 is due to the  decrease  in  average
occupancy.

Subsequent to September 30, 1996,  Plainview  Plaza II's occupancy  increased to
89% as a result of a 5,417 square foot expansion and lease renewal by the Kroger
Company,  a major tenant at Plainview Plaza II. The renewal extends the lease to
December 31, 2004.

Plainview  Triad  North's  occupancy  decreased  1% from  September  30, 1995 to
September  30, 1996.  Leasing  activity  during the period was minimal.  Average
occupancy at Plainview  Triad North  increased from 93% (1995) to 95% (1996) for
the three  months ended  September 30 and remained  constant at 94% for the nine
month periods.  Rental and other income  increased for the three months and nine
months ended  September  30, 1996 as compared to the same periods in 1995 due to
an increase in rental rates for lease  renewals and a decrease in the  provision
for  doubtful  accounts.  The  increase in rental and other  income at Plainview
Triad North for the three month period can also be attributed to the increase in
average occupancy.

Peachtree  Corporate Center's occupancy  increased 4% from September 30, 1995 to
September 30, 1996 due to eight new leases totalling approximately 22,000 square
feet. Of this total,  approximately  6,000 square feet represents  expansions by
two current tenants.  Partially offsetting the new leases are seven tenant move-
outs totalling approximately 13,800 square feet. Approximately 1,000 square feet
of this total  represents  one  tenant who  vacated  and  ceased  making  rental
payments in breach of the lease terms due  principally  to  bankruptcy.  Accrued
income  associated  with this lease was not  significant.  The remaining  12,800
square feet represents five tenants  (occupied a total of  approximately  11,600
square feet)

                                       -9-

<PAGE>



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

who vacated at the end of the lease terms and the downsizing (1,200 square feet)
of one tenant.  Average  occupancy at Peachtree  Corporate Center increased from
91% (1995) to 96% (1996)  for the three  month  period  ended  September  30 and
increased  from 88% (1995) to 94% (1996) for the nine month  period.  Rental and
other income at Peachtree  Corporate  Center  increased for the three months and
nine months ended  September 30, 1996 as compared to the same periods in 1995 as
a result of an increase in average occupancy and a decrease in the provision for
doubtful accounts.

In cases of tenants who cease making rental  payments or abandon the premises in
breach of their lease,  the Partnership  pursues  collection  through the use of
collection  agencies or other remedies  available by law when practical.  In the
case  of  tenants  who  vacated  Peachtree  Corporate  Center  as  a  result  of
bankruptcy,  the  Partnership  has taken legal action when it was thought  there
could be a possible  collection.  There have been no significant funds recovered
as a result of these  actions  during the nine months ended  September 30, 1996.
Approximately  $5,500 was recovered  during the nine months ended  September 30,
1995. As of September 30, 1996 there were no on-going cases.

Current  occupancy  levels are considered  adequate to continue the operation of
the Partnership's properties without the need for any additional financing.

Interest  and other  income  includes  interest  income  earned from  short-term
investment made by the partnership  with excess cash and from funds escrowed for
the  replacement  of the heating,  ventilating,  and air  conditioning  ("HVAC")
system and asphalt paving at Peachtree  Corporate  Center (Cash and  equivalents
restricted).  Interest income has increased for the three months and nine months
ended  September  30, 1996 as  compared to the same  periods in 1995 mainly as a
result of an increase in cash reserves available for investment.

Operating  expenses  increased  for the nine months ended  September 30, 1996 as
compared to the same period in 1995 as a result of  increased  janitorial  costs
and  increased  HVAC  repair and  replacement  costs at  Plainview  Plaza II and
Plainview  Triad North and increased  utility  costs at Plainview  Plaza II. The
increase in operating  expenses  during 1996 at Plainview Plaza II and Plainview
Triad North for the nine month  period can also be  attributed  to an upgrade of
each  building's  security  system.  Operating  expenses at Peachtree  Corporate
Center  remained  fairly  constant  during the nine month period.  The change in
operating  expenses  for the three  month  period  ended  September  30, 1996 as
compared to the same period in 1995 was not significant.

The  decrease in  operating  expenses -  affiliated  for the three  months ended
September  30,  1996 as compared to the same period in 1995 is due to a decrease
in property management costs at all the Partnership's properties.  The change in
operating  expenses - affiliated for the nine month period was not  significant.
Operating  expenses - affiliated are expenses incurred for services performed by
employees of NTS Development Company, an affiliate of the General Partner.

The 1995  write-off  of  unamortized  tenant and  building  improvements  can be
attributed to Peachtree  Corporate  Center (tenant  improvements)  and Plainview
Plaza II (building  improvements).  Changes to current tenant improvements are a
typical part of any lease negotiation. Improvements generally include a revision
to the current  floor plan to  accommodate a tenant's  needs,  new carpeting and
paint and/or wallcovering.  In order to complete the renovation, it is sometimes
necessary to replace  improvements which have not been fully  depreciated.  This
results in a write-off of  unamortized  tenant  improvements.  The  write-off of
unamortized  building  improvements  at  Plainview  Plaza II is the  result of a
common  area lobby  renovation.  The  renovation  included an upgrade of current
restroom facilities, new carpet and wallcoverings.  The write-off represents the
cost of previous renovations which had not been fully depreciated.

The  decrease in interest  expense  for the three  months and nine months  ended
September  30, 1996 as  compared to the same  periods in 1995 is due to the fact
that the  interest  rate on the  $4,500,000  mortgage  payable was lower in 1996
compared to 1995.  The interest  rate was 8.41%  January to March 1995 and 7.76%
April to September 1995 versus 7.65% January to June 1996 and 7.46% July to


                                      -10-

<PAGE>



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

September  1996.  The interest  rate on this note adjusts  quarterly to 60 basis
points over the 10-year treasury bill rate. The decrease in interest expense for
the three month and the nine month periods is also due to a decrease in interest
expense on the $2,386,784  mortgage  payable as a result of continued  principal
payments.  See the  Liquidity  and  Capital  Resources  section of this item for
details regarding the Partnership's debt.

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

The  change in real  estate  taxes for the three  months and nine  months  ended
September 30, 1996 as compared to the same periods in 1995 was not significant.

The increase in  professional  and  administrative  expenses for the nine months
ended  September  30,  1996 as  compared to the same period in 1995 is due to an
increase  in  outside  legal  fees which  relate to the  Partnership's  Interest
Repurchase Program.  The change in professional and administrative  expenses for
the three month period was not significant.

Professional and administrative  expenses - affiliated  remained fairly constant
for the three months and nine months ended September 30, 1996 as compared to the
same periods in 1995.  Professional and administrative expenses - affiliated are
expenses  incurred  for  services  performed  by  employees  of NTS  Development
Company, an affiliate of the General Partner.

The  decrease in  depreciation  and  amortization  for the three months and nine
months ended  September  30, 1996 as compared to the same periods in 1995 is due
to the fact that a portion of the Partnership's  assets (primarily tenant finish
improvements)   have  become  fully   depreciated   since  September  30,  1995.
Depreciation  is computed  using the  straight-line  method  over the  estimated
useful  lives of the  assets  which are 5 - 30 years for land  improvements,  30
years for buildings, 5 - 30 years for building improvements and 3 - 30 years for
amenities.  The aggregate cost of the  Partnership's  properties for Federal tax
purposes is approximately $24,000,000.

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

The  Partnership  had cash flow from operations of $815,746 and $790,532 for the
nine months ended  September 30, 1996 and 1995,  respectively.  These funds,  in
conjunction with cash on hand, were used to make a 1% (annualized)  distribution
of $108,018 and $117,000  during the nine months  ended  September  30, 1996 and
1995, respectively.  The annualized distribution rate is calculated as a percent
of  the  initial   equity.   The  limited   partners   received  100%  of  these
distributions.  The primary  source of future  liquidity  and  distributions  is
expected to be derived from cash generated by the Partnership's properties after
adequate  cash  reserves are  established  for future  leasing and tenant finish
costs. Cash reserves (which are unrestricted cash and equivalents and investment
securities as shown on the Partnership's  balance sheet as of September 30) were
$921,596 and $777,782 at September 30, 1996 and 1995, respectively.

As of September 30, 1996 the Partnership had a mortgage  payable to an insurance
company in the amount of $4,500,000. The mortgage bears a variable interest rate
which adjusts  quarterly to 60 basis points over the 10-year treasury bill rate.
At no time  during the first five loan years  (loan  obtained  May 1991) did the
rate exceed 11.65% or fall below 7.65% per annum.  After the fifth loan year, no
interest rate floor and/or  ceiling  applies.  The current rate at September 30,
1996 was 7.46%.  Effective October 1, 1996, the interest rate adjusted to 7.33%.
The loan is secured by a first  mortgage on Plainview  Triad North and Peachtree
Corporate  Center  with a second  position  behind the  holder of the  permanent
mortgage on  Plainview  Plaza II. The unpaid  balance of the loan is due June 1,
2001.





                                      -11-

<PAGE>



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

As of September  30, 1996,  the  Partnership  also had a mortgage  payable to an
insurance  company  in the  amount of  $2,386,784.  The  mortgage  bears a fixed
interest rate of 9.125% and is due November 1, 1998. The outstanding  balance at
maturity based on the current rate of amortization will be $2,140,539.

As  previously  discussed  in the  Partnership's  Form  10-K for the year  ended
December 31, 1995,  the General  Partner of the  Partnership  was  exploring the
possibility  of  refinancing  the  current  mortgages  payable  encumbering  the
Partnership's  properties. As a result of an increase in current interest rates,
the Partnership has suspended inquiries into alternative financings.

The  majority  of  the  Partnership's   cash  flow  is  derived  from  operating
activities.  Cash  flows used in  investing  activities  are for  tenant  finish
improvements and other capital additions and are funded by operating activities.
Changes  to  current  tenant  improvements  are a  typical  part  of  any  lease
negotiation. Improvements generally include a revision to the current floor plan
to accommodate a tenant's  needs,  new carpeting and paint and/or  wallcovering.
The  extent and cost of these  improvements  are  determined  by the size of the
space and whether the improvements are for a new tenant or incurred because of a
lease renewal.  Cash flows used in investing  activities also include cash which
is being  escrowed for the  replacement of the HVAC system and asphalt paving at
Peachtree  Corporate  Center  and  cash  used  for the  purchase  of  investment
securities. Cash flows provided by investing activities are from the maturity of
investment  securities.   As  part  of  its  cash  management  activities,   the
Partnership has purchased  Certificates  of Deposit or securities  issued by the
U.S.  Government with initial maturities of greater than three months to improve
the return on its cash reserves.  The Partnership intends to hold the securities
until  maturity.   Cash  flows  used  in  financing   activities   include  cash
distributions,   principal  payments  on  the  $2.4  million  mortgage  payable,
repurchases of limited  partnership  Units and cash reserved by the  Partnership
for the repurchase of limited partnership Units. The Partnership does not expect
any material changes in the mix and relative cost of capital resources.

A demand on future liquidity is anticipated as the exterior of the NTS Plainview
Plaza II  property is being  renovated  and  updated  during 1996 and 1997.  The
renovation  is designed to make the property  more  competitive  and enhance its
value.  The  project  is  anticipated  to  cost  approximately  $900,000.  As of
September  30, 1996,  approximately  $475,000 of the total project cost has been
incurred. The General Partner of the Partnership anticipates the project will be
funded with a combination  of debt  financing,  cash reserves and cash flow from
operating activities.

The General Partner also anticipates a demand on future liquidity as a result of
the Partnership's plans to complete the renovation of the common area lobbies at
Plainview Plaza II during 1996 and 1997. The project is to include an upgrade of
current restroom facilities,  improvement of handicap restroom  facilities,  new
carpet and  wallcoverings.  The  project is  anticipated  to cost  approximately
$250,000.  A portion of this project was  completed  during the first and second
quarters of 1995 at a cost of approximately  $93,000. The remaining cost of this
project  is  expected  to be  funded  from  cash  reserves  and cash  flow  from
operations. As of September 30, 1996, the Partnership had no commitments for the
remaining renovations.

In the next 12  months,  the  General  Partner  also  expects a demand on future
liquidity as a result of 153,083 square feet in leases  expiring from October 1,
1996 to September 30, 1997 (Plainview  Plaza II - 34,350 square feet,  Plainview
Triad North - 76,073 square feet and Peachtree  Corporate Center - 42,660 square
feet).  At this time,  the future  leasing and tenant finish costs which will be
required to renew the current  leases or obtain new tenants are  unknown.  It is
anticipated  that the cash  flow  from  operations  and  cash  reserves  will be
sufficient to meet the needs of the  Partnership.  As of September 30, 1996, the
Partnership had no material commitments for tenant finish improvements.




                                      -12-

<PAGE>



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

As of  September  30, 1996,  the  Partnership  has a  commitment  for a $168,000
special  tenant  finish  allowance at Plainview  Plaza II as a result of a lease
renewal and expansion with The Kroger Company.  This replaces the commitment for
tenant  finish   improvements   of   approximately   $95,000   reported  in  the
Partnership's  Form 10-K for the year ended  December  31, 1995.  The  expansion
increases the tenant's current leased space of approximately  48,000 square feet
by  approximately  5,400 square feet and the renewal  extends the lease  through
December  2004.  The  Kroger  Company  took  occupancy  of the  expansion  space
subsequent  to September  30, 1996.  The $168,000  commitment is included in the
accounts  payable-operations  balance at September 30, 1996. The Partnership had
no other material commitments as of September 30, 1996.

During 1995, the Partnership  established an Interest  Repurchase Reserve in the
amount of $156,000  pursuant to Section  16.4 of the  Partnership's  Amended and
Restated Agreement of Limited Partnership. With these funds, the Partnership was
able to  repurchase  750 Units at a price of $208 per  Unit.  During  1996,  the
Partnership  elected to fund an additional  $243,700 to its Interest  Repurchase
Reserve  ($100,000  on  January  3 and  $143,700  on May 24).  With  these  1996
fundings,  the Partnership  will be able to repurchase an additional 1,170 Units
at a price of $208 per Unit.  As of September  30,  1996,  the  Partnership  had
repurchased  a total  of 1,450  units.  Repurchased  Units  are  retired  by the
Partnership,  thus increasing the share of ownership of each remaining investor.
The Interest Repurchase Reserve was funded from cash reserves.

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
nine  months  ended  September  30, 1996 and 1995.  The General  Partner did not
receive a distribution  during these periods.  Distributions were funded by cash
flow derived from operating activities.


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

    Limited Partners
          1996              $171,143            $108,018            $  --
          1995               (67,558)            117,000             117,000

The following  describes the efforts being taken by the  Partnership to increase
the occupancy levels at the  Partnership's  properties.  At Peachtree  Corporate
Center in Norcross,  Georgia,  the  Partnership has an on-site leasing agent, an
employee of NTS Development  Company (an affiliate of the General Partner),  who
makes calls to potential tenants, negotiates lease renewals with current tenants
and manages local  advertising with the assistance of NTS Development  Company's
marketing staff. The leasing and renewal negotiations for Plainview Plaza II and
Plainview  Triad  North  are  handled  by  leasing  agents,   employees  of  NTS
Development  Company,  located in Louisville,  Kentucky.  The leasing agents are
located in the same city as both commercial properties.  All advertising for the
Louisville properties is also coordinated by NTS Development Company's marketing
staff located in Louisville, Kentucky.

Leases at all the  Partnership's  properties  provide for tenants to  contribute
toward the payment of increases in common area maintenance expenses,  insurance,
utilities  and real  estate  taxes.  This lease  provision  should  protect  the
Partnership's operations from the impact of inflation and changing prices.

                                      -13-

<PAGE>



PART II.      OTHER INFORMATION


1.       Legal Proceedings

         None

2.       Changes in Securities

         None

3.       Defaults upon Senior Securities

         None

4.       Submission of Matters to a Vote of Security Holders

         None

5.       Other Information

         None

6.       Exhibits and Reports on Form 8-K

         (a)    Exhibits

                Exhibit 27.  Financial Data Schedule

         (b)    Reports on Form 8-K

                None.

                                      -14-

<PAGE>



                                   SIGNATURES

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



                                                   NTS-PROPERTIES III
                                      -----------------------------------------
                                                      (Registrant)

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

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


Date:                November 8          , 1996
             --------------------------


                                      -15-

<PAGE>