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

# FORM 10-Q

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

For the quarterly period ended September 30, 2004

OR

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

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 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
Exchange Act).     Yes [   ]    No [X]

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# TABLE OF CONTENTS

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

# PART I  FINANCIAL INFORMATION

|        |  |                                                                                                |  |      
|------- |  | ---------------------------------------------------------------------------------------------- |  | -----
|Item 1. |  | Financial Statements (Unaudited)                                                              
|       
|        |  | Balance Sheets as of September 30, 2004 and December 31, 2003                                  |  | 4    
|       
|        |  | Statement of Partners' Equity as of September 30, 2004                                         |  | 4    
|       
|        |  | Statements of Operations for the Three and Nine Months
      Ended September 30, 2004 and 2003 |  | 5    
|       
|        |  | Statements of Cash Flows for the Nine Months
      Ended September 30, 2004 and 2003           |  | 6    
|       
|        |  | Notes to Financial Statements                                                                  |  | 7-13 
|       
|Item 2. |  | Management's Discussion and Analysis of Financial
     Condition and Results of Operations     |  | 14-22
|       
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                     |  | 22   
|       
|Item 4. |  | Controls and Procedures                                                                        |  | 22   
|       

# PART II  OTHER INFORMATION

|            |  |  |  |      
|----------- |  |  |  | -----
|Items 1 - 6 |  |  |  | 23-25
|           
|Signatures  |  |  |  | 26   

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  Financial Statements

# NTS-PROPERTIES III
BALANCE SHEETS

`As of               As of
                                                                  September 30,       December 31,
                                                                       2004               2003
                                                                ------------------  -----------------
                                                                   (UNAUDITED)
ASSETS
Cash and equivalents                                           $           533,625 $          180,911
Cash and equivalents - restricted                                           64,682              9,233
Accounts receivable, net                                                   935,161            804,027
Land, buildings and amenities, net                                       8,517,323          9,118,287
Other assets                                                               323,464            347,164
                                                                ------------------  -----------------

      TOTAL ASSETS                                             $        10,374,255 $       10,459,622
                                                                ==================  =================

LIABILITIES AND PARTNERS' EQUITY
Mortgages payable                                              $         5,979,480 $        6,309,037
Accounts payable and accrued expenses                                      198,357            291,500
Security deposits                                                          149,140            143,292
Other liabilities                                                          159,468             34,246
                                                                ------------------  -----------------

      TOTAL LIABILITIES                                                  6,486,445          6,778,075

COMMITMENTS AND CONTINGENCIES (Note 8)

PARTNERS' EQUITY                                                         3,887,810          3,681,547
                                                                ------------------  -----------------

TOTAL LIABILITIES AND PARTNERS' EQUITY                         $        10,374,255 $       10,459,622
                                                                ==================  =================`

# NTS-PROPERTIES III
STATEMENT OF PARTNERS EQUITY(UNAUDITED)

`Limited            General
                                                    Partners            Partner              Total
                                                -----------------  ------------------  ------------------
PARTNERS' EQUITY/(DEFICIT)
Initial equity                                 $       15,600,000 $         8,039,710 $        23,639,710
Adjustment to historical basis                                 --          (5,455,030)         (5,455,030)
                                                -----------------  ------------------  ------------------

     EQUITY                                    $       15,600,000 $         2,584,680 $        18,184,680

Net income (loss) - prior years                           551,145          (2,799,208)         (2,248,063)
Net income (loss) - current year                          239,356             (33,094)            206,262
Cash distributions declared to date                   (11,349,844)           (206,985)        (11,556,829)
Repurchase of limited partnership interests              (698,240)                 --            (698,240)
                                                -----------------  ------------------  ------------------

BALANCES ON SEPTEMBER 30, 2004                 $        4,342,417 $          (454,607)$         3,887,810
                                                =================  ==================  ==================`

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

4

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# NTS-PROPERTIES III
STATEMENTS OF OPERATIONS(UNAUDITED)

`Three Months Ended              Nine Months Ended
                                                               September 30,                  September 30,
                                                       -----------------------------  -----------------------------
                                                            2004           2003           2004            2003
                                                       --------------  -------------  -------------  --------------
REVENUES
Rental income                                         $       795,728 $      771,210 $    2,351,705 $     2,356,806
Rental income - affiliated                                     73,834         73,834        221,503         221,503
Tenant reimbursements                                          85,492         86,793        257,270         269,165
                                                       --------------  -------------  -------------  --------------

     TOTAL REVENUES                                           955,054        931,837      2,830,478       2,847,474
                                                       --------------  -------------  -------------  --------------

EXPENSES
Operating expenses                                            202,181        212,024        611,748         643,017
Operating expenses - affiliated                                78,657         65,243        248,169         222,514
Management fees                                                46,060         44,799        135,023         137,710
Real estate taxes                                              52,146         52,041        156,438         156,123
Professional and administrative expenses                       72,087         40,530        280,175         182,542
Professional and administrative expenses - affiliated          41,393         33,286        117,334         107,612
Depreciation and amortization                                 251,894        267,107        782,469         820,660
                                                       --------------  -------------  -------------  --------------

     TOTAL OPERATING EXPENSES                                 744,418        715,030      2,331,356       2,270,178
                                                       --------------  -------------  -------------  --------------

OPERATING INCOME                                              210,636        216,807        499,122         577,296

Interest and other income                                       3,900          3,749          9,593          13,949
Interest expense                                              (99,527)      (106,064)      (301,192)       (330,794)
Loss on disposal of assets                                         --         (4,077)        (1,261)         (4,077)
                                                       --------------  -------------  -------------  --------------

Net income                                            $       115,009 $      110,415 $      206,262 $       256,374
                                                       ==============  =============  =============  ==============

Net income allocated to the limited partners          $       125,578 $      121,030 $      239,356 $       289,455
                                                       ==============  =============  =============  ==============

Net income per limited partnership interest           $          9.99 $         9.63 $        19.04 $         23.03
                                                       ==============  =============  =============  ==============

Weighted average number of limited
  partnership interests                                        12,570         12,570         12,570          12,570
                                                       ==============  =============  =============  ==============`

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

5

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# NTS-PROPERTIES III
STATEMENTS OF CASH FLOWS(UNAUDITED)

`Nine Months Ended
                                                                              September 30,
                                                                  --------------------------------------
                                                                        2004                 2003
                                                                  -----------------    -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                     $            206,262 $            256,374
Adjustments to reconcile net income to net cash provided by
  operating activities:
    Loss on disposal of assets                                                1,261                4,077
    Depreciation and amortization                                           868,495              906,230
    Changes in assets and liabilities:
      Cash and equivalents - restricted                                     (55,449)             (58,113)
      Accounts receivable                                                  (131,134)             (89,486)
      Other assets                                                          (76,470)            (135,177)
      Accounts payable and accrued expenses                                 (93,143)              86,593
      Security deposits                                                       5,848              (17,773)
      Other liabilities                                                     125,222               36,134
                                                                  -----------------    -----------------

     Net cash provided by operating activities                              850,892              988,859
                                                                  -----------------    -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities                                 (166,646)            (237,274)
                                                                  -----------------    -----------------

     Net cash used in investing activities                                 (166,646)            (237,274)
                                                                  -----------------    -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages payable                                    (329,557)            (879,903)
Increase in loan costs                                                       (1,975)                  --
                                                                  -----------------    -----------------

     Net cash used in financing activities                                 (331,532)            (879,903)
                                                                  -----------------    -----------------

     Net increase (decrease) in cash and equivalents                        352,714             (128,318)

CASH AND EQUIVALENTS, beginning of period                                   180,911              388,449
                                                                  -----------------    -----------------

CASH AND EQUIVALENTS, end of period                            $            533,625 $            260,131
                                                                  =================    =================

Interest paid on a cash basis                                  $            297,616 $            330,525
                                                                  =================    =================`

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

6

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# NTS-PROPERTIES III
NOTES TO FINANCIAL STATEMENTS(UNAUDITED)

The unaudited financial statements
included herein should be read in conjunction with NTS-Properties III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
financial statements for the three and nine months ended September 30, 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 III or its interests
in its properties.

# Note 1  Use of
Estimates in the Preparation of Financial Statements

The preparation of financial
statements in accordance with U.S. generally accepted accounting principles 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 2 
Concentration of Credit Risk

We own and operate three commercial
properties  Peachtree Corporate Center, in Norcross, Georgia, a suburb of Atlanta,
and NTS Center and Plainview Center, both in Jeffersontown, Kentucky, a suburb of
Louisville. One tenant in NTS Center occupies 46% of the office buildings net
rentable area. One tenant in Plainview Center occupies 50% of the office buildings
net rentable 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 3  Cash and
Equivalents

Cash and equivalents include cash on
hand and short-term, highly liquid investments with initial maturities of three months or
less. We have a cash management program which provides for the overnight investment of
excess cash balances. Under an agreement with a bank, excess cash is invested in a
repurchase agreement for U.S. government or agency securities each night. As of September
30, 2004, approximately $475,000 of our overnight investment was included in cash and
equivalents.

7

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# Note 4  Cash and
Equivalents  Restricted

Cash and equivalents 
restricted represents funds which have been escrowed with a mortgage company for NTS
Centers property taxes in accordance with the loan agreement.

# Note 5  Basis of
Property and Depreciation

Land, buildings and amenities are
stated at historical cost, less accumulated depreciation. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets which are 6-30
years for land improvements, 5-30 years for buildings and improvements, 3-27 years for
amenities and the applicable lease term for tenant improvements. The aggregate cost of our
properties for federal tax purposes is approximately $28,700,000.

Statement of Financial Accounting
Standards 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.

# Note 6  Mortgages
Payable

Mortgages payable consists of the
following:

`September 30,        December 31,
                                                                        2004                 2003
                                                                  -----------------    -----------------
Mortgage payable to an insurance company in monthly
installments, bearing interest at 6.89%, maturing April 10, 2015,
secured by land and buildings.                                 $          5,099,480 $          5,339,037

Mortgage payable to a bank in monthly installments, bearing a
variable interest rate of the bank's Prime -.25%, due March 1,
2005, secured by land and a building.  The bank's rate on
September 30, 2004 was 4.25%.                                               880,000              970,000
                                                                  -----------------    -----------------

                                                               $          5,979,480 $          6,309,037
                                                                  =================    =================`

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

As of September 30, 2004, the fair value of long-term debt was approximately $6,050,000, based
on the borrowing rates currently available to us for mortgages with similar terms and average
maturities.

8

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# Note 7 - Related Party Transactions

Pursuant to an agreement with us, NTS Development Company, an affiliate of our General Partner,
receives property management fees.  The fees are paid in an amount equal to 5% of the gross receipts
from our properties.  Also pursuant to an agreement, NTS Development Company receives a repair
and maintenance fee equal to 5.9% of the costs incurred which relate to capital improvements.  These
repair and maintenance fees are capitalized as part of land, buildings and amenities.

We were charged the following amounts pursuant to an agreement with NTS Development Company
for the nine months ended September 30, 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.

`Nine Months Ended
                                                                             September 30,
                                                                ----------------------------------------
                                                                       2004                 2003
                                                                -------------------  -------------------

Property management fees                                       $            135,023 $            137,710
                                                                -------------------  -------------------

Property management                                                         158,062              141,990
Leasing                                                                      32,884               44,189
Administrative - operating                                                   49,965               30,227
Other                                                                         7,258                6,108
                                                                -------------------  -------------------

     Total operating expenses - affiliated                                  248,169              222,514
                                                                -------------------  -------------------

Professional and administrative expenses - affiliated                       117,334              107,612
                                                                -------------------  -------------------

Repair and maintenance fees                                                   7,411               10,217
Leasing commissions                                                           4,683                7,216
                                                                -------------------  -------------------

     Total related party transactions capitalized                            12,094               17,433
                                                                -------------------  -------------------

Total related party transactions                               $            512,620 $            485,269
                                                                ===================  ===================`

During the nine months ended
September 30, 2004 and 2003, we were charged $5,485 and $5,964, respectively, for property
maintenance fees from an affiliate of NTS Development Company.

During the nine months ended
September 30, 2004 and 2003, NTS Development Company leased 20,368 square feet in NTS
Center at a rental rate of $14.50 per square foot. We received $221,503 in
rental payments from NTS Development Company during each of the nine months ended
September 30, 2004 and 2003. The lease term for NTS Development Company ended on March 31,
2004. The lease was extended for one year to March 31, 2005, at a rental rate of $14.50
per square foot for 20,368 square feet.

9

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# Note 8  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.

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 purported to bring claims on behalf of a class of limited partners. These
claims were 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 alleged, among other things, that the prices at which
limited partnership interests were purchased in these tender offers were too low. The
plaintiffs sought 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 for the settlement of this action in our financial
statements.

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 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 for the
settlement of this action in our financial statements. Our general partner and legal
counsel believe that this action is without merit and are 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 Buchanan litigation
and the Bohm litigation. As part of the agreed upon settlement, the General Partners
agreed to pursue a merger of

10

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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). NTS Development Company
agreed to pay the Partnerships $1,500,000 on the closing date of the merger. We expect to
receive $202,500 of this payment.

On December 5, 2003, the General
Partners, certain of their affiliates and the class of plaintiffs in the Buchanan
litigation jointly filed a Stipulation and Agreement of Settlement (the Settlement
Agreement) with the Superior Court. The Settlement Agreement sets forth 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 Buchanan litigation
should be dismissed with prejudice.

On March 2, 2004, we, along with all
defendants, filed a Motion to Dismiss the Bohm litigation. After the Motion to Dismiss was
fully briefed, the settlement agreement in the Buchanan litigation received final court
approval. The Circuit Court of Jefferson County, Kentucky, instructed the plaintiffs in
the Bohm litigation to file an amended complaint in light of the approved settlement of
the Buchanan litigation. The plaintiffs in the Bohm litigation filed a corrected Second
Amended Complaint on August 11, 2004. We, along with all defendants, filed a Motion to
Strike the corrected Second Amended Complaint. A hearing on this motion is scheduled for
January 14, 2005. Our general partner believes that the claims asserted in the corrected
Second Amended Complaint have no merit.

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
Buchanan litigation, 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 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.

On June 11, 2004, Joseph Bohm and
David Duval, class members who objected to the Settlement Agreement but were overruled by
the Superior Court, filed an appeal in the Court of Appeals of the State of California,
first Appellate District. Our general partner believes that this appeal has no merit and
intends to defend it and the decision of the Superior Court.

11

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Under an indemnification agreement
with our general partner, we are responsible for the costs of defending any litigation.
For the nine months ended September 30, 2004 and 2003, our share of the legal costs for
the Buchanan and Bohm litigations was approximately $82,000 and $19,000, respectively,
which was included in our professional and administrative expenses.

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 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 NTS Realty. The merger is subject to, among other things,
approval by a majority of the limited partner interests in each partnership. For the nine
months ended September 30, 2004 and 2003, our share of the legal and professional fees for
the proposed merger was approximately $152,000 and $35,000, respectively, which was
included in our professional and administrative expenses.

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 the
Partnerships 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. NTS
Realty filed Amendment No. 1 on June 18, 2004, Amendment No. 2 on August 13, 2004 and
Amendment No. 3 on September 30, 2004.

On October 25, 2004 and October 27,
2004, NTS Realty filed Amendment No. 4 and Amendment No. 5, respectively, to its
registration statement on Form S-4, which includes a joint consent solicitation
statement/prospectus, with the Securities and Exchange Commission to seek approval of the
merger of the Partnerships into NTS Realty. The general partners of the Partnerships
agreed to pursue a merger of the Partnerships in the Stipulation and Agreement of
Settlement that was jointly filed by the general partners, 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 October 27, 2004, the Securities
and Exchange Commission signed an order declaring NTS Realtys registration statement
to be effective and the Partnerships began mailing the joint consent solicitation
statement/prospectus to their respective limited partners.

12

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# Note 9  Segment
Reporting

Our reportable operating segments
include only one segment  Commercial Real Estate Operations.

13

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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 Financial Statements in Item 1 and the cautionary statements below.

# Critical Accounting
Policies

General

A critical accounting policy is one
that would materially affect 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 U.S. generally
accepted accounting principles (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 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.

14

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Recognition of Rental
Income

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 expenses, real estate taxes and repairs and
maintenance expenses from our 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, rental income exceeded the cash
collected for rent by approximately $116,000 and $106,000, for the nine months ended
September 30, 2004 and 2003, respectively. 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.

15

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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 6-30 years and
amenities have estimated useful lives between 3-27 years.

# Results of Operations

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

`Three Months Ended              Nine Months Ended
                                                               September 30,                  September 30,
                                                       -----------------------------  -----------------------------
                                                            2004           2003           2004            2003
                                                       --------------  -------------  -------------  --------------
Total revenues                                        $       955,054 $      931,837 $    2,830,478 $     2,847,474
Operating expenses and operating
  expenses - affiliated                                       280,838        277,267        859,917         865,531
Depreciation and amortization                                 251,894        267,107        782,469         820,660
Interest expense                                              (99,527)      (106,064)      (301,192)       (330,794)
Net income                                                    115,009        110,415        206,262         256,374`

Rental income and tenant
reimbursements generated by our properties for the three and nine months ended September
30, 2004 and 2003 were as follows:

`Three Months Ended              Nine Months Ended
                                                               September 30,                  September 30,
                                                       -----------------------------  -----------------------------
                                                            2004           2003           2004            2003
                                                       --------------  -------------  -------------  --------------
NTS Center                                            $       276,338 $      263,597 $      816,971 $       860,049
Plainview Center                                              333,160        302,597        998,244         916,846
Peachtree Corporate Center                                    345,556        365,643      1,015,263       1,070,579`

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.

16

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The occupancy levels at our
properties as of September 30, 2004 and 2003 were as follows:

`September 30,
                                                              -------------------------------------
                                                                     2004               2003
                                                              ------------------  -----------------
NTS Center                                                           75%                 72%
Plainview Center                                                     79%                 66%
Peachtree Corporate Center                                           91%                 76%`

We believe the changes in occupancy
on September 30 from year to year are temporary effects of each propertys specific
mix of lease maturities and are not indicative of any known trend.

The average occupancy levels at our
properties for the three and nine months ended September 30, 2004 and 2003 were as
follows:

`Three Months Ended             Nine Months Ended
                                                             September 30,                 September 30,
                                                     -----------------------------  ----------------------------
                                                         2004            2003           2004           2003
                                                     -------------   -------------  -------------  -------------
NTS Center                                                75%             72%            74%            77%
Plainview Center                                          79%             68%            79%            69%
Peachtree Corporate Center                                88%             84%            86%            85%`

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.

We are making efforts to increase the
occupancy levels at our properties. The leasing and renewal negotiations for NTS Center
and Plainview Center are handled by leasing agents that are employees of NTS Development
Company, in Louisville, Kentucky. At Peachtree Corporate Center, in Norcross, Georgia, we
have an off-site leasing agent, 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 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 and nine months ending September 30, 2004 and 2003.

Rental Income and Tenant
Reimbursements

Our rental income and tenant
reimbursements for the three months ended September 30, 2004 and 2003 were approximately
$955,000 and $932,000, respectively. The increase of $23,000, or 3%, was primarily due to
increased average occupancy at Plainview Center, Peachtree Corporate Center and NTS
Center. Our rental income and tenant reimbursements for the nine months ended September
30, 2004 and 2003 were approximately $2,830,000 and $2,847,000, respectively. The decrease
of $17,000, or 1%, was primarily due to decreased average occupancy at NTS Center and
increased free rent at Peachtree Corporate Center and Plainview Center. The decrease is
partially offset by increased average occupancy at Plainview Center. Rental income 
affiliated did not change for the three and nine months ended September 30, 2004 and 2003.

17

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Quarter-ending occupancy percentages
represent occupancy only on a specific date; therefore, the above analysis considers
average occupancy percentages, which are more representative of the entire year-to-date
results.

Operating Expenses and
Operating Expenses  Affiliated

Our operating expenses did not change
significantly for the three and nine months ended September 30, 2004 and 2003. There were
no offsetting material changes.

Our operating expenses 
affiliated were approximately $79,000 and $248,000 for the three and nine months ended
September 30, 2004, respectively, as compared to approximately $65,000 and $223,000 for
the same periods in 2003. The increase of $14,000, or 21%, and $25,000, or 12%, for the
three and nine months ended September 30, 2004 and 2003, respectively, was primarily due
to increased personnel costs at NTS Center, Plainview Center and Peachtree Corporate
Center.

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.

Professional and
Administrative Expenses and Professional and Administrative Expenses Affiliated

Our professional and administrative
expenses were approximately $72,000 and $280,000 for the three and nine months ended
September 30, 2004 and 2003, respectively, as compared to approximately $41,000 and
$183,000 for the same periods in 2003. The increase of $31,000, or 78%, and $97,000, or
53% for the three and nine months ended September 30, 2004 and 2003, respectively, was a
result of costs incurred for legal and professional fees related to our ongoing litigation
filed by limited partners and our settlement directed merger costs. See Item 1  Note
8 for information regarding our proposed merger and litigation filed by limited partners.

Our professional and administrative
expenses  affiliated for the three months ended September 30, 2004 and 2003 were
approximately $41,000 and $33,000, respectively. The increase of $8,000, or 24%, was the
result of increased personnel costs. Our professional and administrative expenses 
affiliated did not change significantly for the nine months ended September 30, 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.

18

---

Professional and administrative
expenses  affiliated consisted of approximately the following for the periods
presented:

`Nine Months Ended
                                                                          September 30,
                                                              -------------------------------------
                                                                     2004               2003
                                                              ------------------  -----------------
Finance                                                      $            31,000 $           25,000
Accounting                                                                53,000             46,000
Investor Relations                                                        14,000             16,000
Human Resources                                                            8,000              8,000
Overhead                                                                  11,000             13,000
                                                              ------------------  -----------------

Total                                                        $           117,000 $          108,000
                                                              ==================  =================`

Depreciation and
Amortization Expense

Our depreciation and amortization
expense did not change significantly for the three and nine months ended September 30,
2004 and 2003. There were no offsetting material changes.

Interest Expense

Our interest expense did not change
significantly for the three and nine months ended September 30, 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 nine months ended September 30, 2004 and 2003.

Cash flows provided by (used in):

`Nine Months Ended
                                                                                September 30,
                                                                  -----------------------------------------
                                                                         2004                  2003
                                                                  ------------------    -------------------
Operating activities                                           $             850,892 $              988,859
Investing activities                                                        (166,646)              (237,274)
Financing activities                                                        (331,532)              (879,903)
                                                                  ------------------    -------------------

     Net increase (decrease) in cash and equivalents           $             352,714 $             (128,318)
                                                                  ==================    ===================`

Net cash provided by operating
activities decreased from approximately $989,000 for the nine months ended September 30,
2003 to approximately $851,000 for the nine months ended September 30, 2004. The $138,000
decrease was due to decreased cash available from operations as a result of increased
expenses associated with our ongoing litigation filed by limited partners and our
settlement directed merger costs and decreased average occupancy at NTS Center.

19

---

Net cash used in investing activities
decreased from approximately $237,000 for the nine months ended September 30, 2003 to
approximately $167,000 for the nine months ended September 30, 2004. The $70,000 decrease
in net cash used was primarily due to a decrease in additions to land, buildings and
amenities at Peachtree Corporate Center and NTS Center for tenant finish.

Net cash used in financing activities
decreased from approximately $880,000 for the nine months ended September 30, 2003 to
approximately $332,000 for the nine months ended September 30, 2004. The $548,000 decrease
was primarily the result of additional principal payments made on the Plainview Center
mortgage in 2003.

Due to the fact that no distributions
were made during the nine months ended September 30, 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

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

A major tenant at NTS Center with a
near lease term expiration is seeking alternatives to renewing its expiring lease with us.
This tenant is currently occupying 53,435 square feet, or 46% of the total rentable square
feet of the building, at an annual rate of $13.59 per square foot. The failure of this
tenant to renew its lease at NTS Center would result in a loss of annual rental revenue
and operating expense recoveries of approximately $726,000, or 19% of 2003s total
revenues. This would significantly impair our liquidity, and could result in significant
costs to refurbish the vacated space and locate new tenants. At this time, we are not
certain whether the tenant intends to renew its lease as allowed by the lease agreement,
or vacate its space. Approximately $1,200,000 will be needed for renovations if this
tenant renews its lease. We do not have an estimate for the costs to locate a replacement
tenant or refinish the space occupied by this tenant.

On March 31, 2003, a major tenant at
NTS Center vacated its space. This tenant occupied 16,937 square feet, or 15% of the total
rentable square feet of the building, at an annual rate of $15.28 per square foot. This
will result in an annual loss of approximately $259,000, or 7% of 2003s total
revenues if no suitable replacement tenant can be found. There may be significant demands
on future liquidity as a result of this vacancy.

20

---

In the next 12 months, we expect the
demand on future liquidity to increase as a result of future leasing activity. There has
been and will likely continue to be a protracted period for Plainview Center and NTS
Center to become fully leased again. At September 30, 2004 there were approximately
30,000, 20,000 and 18,000 square feet of vacant space available to lease at NTS Center,
Plainview Center and Peachtree Corporate Center, respectively. Approximately $1,128,000
will be needed for leasing costs, especially those needed to refinish these spaces for new
tenants. As of September 30, 2004, we had not made any commitments for tenant finish
improvements at Plainview Center, NTS Center or Peachtree Corporate Center.

As of September 30, 2004, we
anticipate making certain building improvements and repairs in the next 12 months totaling
approximately $201,000. These improvements include HVAC replacements, window seal repairs
and parking lot sealing/striping at Peachtree Corporate Center, estimated to cost $80,000,
HVAC replacements, electrical panel repairs, exterior stairwell repairs, access control
system upgrades and parking lot repairs at NTS Center, estimated to cost $88,000 and HVAC
replacements and access control system upgrades at Plainview Center, estimated to cost
$33,000.

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

We have no other material commitments
for renovations or capital expenditures as of September 30, 2004.

# 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 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. For the nine months ended September 30,
2004 and 2003, our share of the legal and professional fees for the proposed merger was
approximately $152,000 and $35,000, respectively, which was included in our professional
and administrative expenses.

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. NTS Realty filed Amendment No. 1 on June 18, 2004, Amendment No. 2 on August 13,
2004 and Amendment No. 3 on September 30, 2004.

21

---

On October 25, 2004 and October 27,
2004, NTS Realty filed Amendment No. 4 and Amendment No. 5, respectively, to its
registration statement on Form S-4, which includes a joint consent solicitation
statement/prospectus, with the Securities and Exchange Commission to seek approval of the
merger of NTS-Properties III, NTS-Properties IV, NTS-Properties V, NTS-Properties VI and
NTS-Properties VII, Ltd. (the Partnerships) into NTS Realty. The general
partners of the Partnerships agreed to pursue a merger of the Partnerships in the
Stipulation and Agreement of Settlement that was jointly filed by the general partners,
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 October 27, 2004, the Securities
and Exchange Commission signed an order declaring NTS Realtys registration statement
to be effective and the Partnerships began mailing the joint consent solicitation
statement/prospectus to their respective limited partners.

# 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 stems from changes in interest rates. Our debt bears
interest at a fixed rate with the exception of the $3,500,000 mortgage payable obtained on
May 9, 2000, which had a balance of $880,000 as of September 30, 2004. On September 30,
2004, a hypothetical 100 basis point increase in interest rates would result in an
approximate $236,000 decrease in the fair value of the debt and would increase interest
expense on the variable rate mortgage by approximately $9,000 annually.

# 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 September 30, 2004.
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective as of September 30,
2004. There were no material changes in our internal controls over financial reporting
during the nine months ended September 30, 2004.

22

---

# 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 Buchanan litigation, 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 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.

On June 11, 2004, Joseph Bohm and
David Duval, class members who objected to the Settlement Agreement but were overruled by
the Superior Court, filed an appeal in the Court of Appeals of the State of California,
first Appellate District.

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 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 for the
settlement of this action in our financial statements. Our general partner and legal
counsel believe that this action is without merit and are vigorously defending it.

23

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On March 2, 2004, we, along with all
defendants, filed a Motion to Dismiss the Bohm litigation. After the Motion to Dismiss was
fully briefed, the settlement agreement in the Buchanan litigation received final court
approval. The Circuit Court of Jefferson County, Kentucky, instructed the plaintiffs in
the Bohm litigation to file an amended complaint in light of the approved settlement of
the Buchanan litigation. The plaintiffs in the Bohm litigation filed a corrected Second
Amended Complaint on August 11, 2004. We, along with all defendants, filed a Motion to
Strike the corrected Second Amended Complaint. A hearing on this motion is scheduled for
January 14, 2005. Our general partner believes that the claims asserted in the corrected
Second Amended Complaint have no merit.

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

# Item 6  Exhibits

Exhibit No.

|   |                                                                                              |   
|-- | -------------------------------------------------------------------------------------------- | --
|3  | Amended and Restated Agreement and Certificate
of Limited Partnership of NTS-Properties III. | * 
|  
|10 | Management Agreement between NTS Development
Company and NTS-Properties III.                 | * 
|  
|14 | Code of Ethics.                                                                              | **

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

24

---

|     |                                                                                                                                                                                                                                                     |    
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|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 June 25, 1982 (effective October 13, 1982) under Commission File No. 2-78152.
|    
|**   | See www.ntsdevelopment.com for 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 October 29,
2004 to announce that on October 25, 2004 and October 27, 2004, NTS Realty Holdings
Limited Partnership (NTS Realty) filed Amendment No. 4 and Amendment No. 5,
respectively, to its registration statement on Form S-4. NTS Realty filed the original Form S-4 on February 4, 2004, Amendment No. 1
on June 18, 2004, Amendment No. 2 on August 13, 2004 and Amendment No. 3 on September 30,
2004.

25

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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 III
|------------------
|
|                  
|By:               
|                  
|                  
|                  
|                  
|                  
|                  

|/s/ Brian F. Lavin                                
|--------------------------------------------------
|                                                  
|Brian F. Lavin                                    
|President of NTS Capital Corporation              
|                                                  
|                                                  
|/s/ Gregory A. Wells                              
|                                                  
|Gregory A. Wells                                  
|Chief Financial Officer of NTS Capital Corporation
|                                                  
|                                                  
|Date: November 15, 2004                           

26