<PAGE>







                                  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               June 30, 1998
                               ---------------------------------------

                                       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                   0-18952

                            NTS-PROPERTIES PLUS LTD.

             (Exact name of registrant as specified in its charter)

             Florida                                   61-1126478
(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 (l) 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 17
Total Pages: 18



<PAGE>



                                TABLE OF CONTENTS


                                                                       Pages

                                     PART I

Item 1.       Financial Statements

              Balance Sheets and Statement of Partners' Equity
                As of June 30, 1998 and December 31, 1997                  3

              Statements of Operations
                For the three months and six months ended
                June 30, 1998 and 1997                                     4

              Statements of Cash Flows
                For the three months and six months ended
                June 30, 1998 and 1997                                     5

              Notes To Financial Statements                              6-8

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations                       9-16


                                     PART II

Item 3.  Defaults Upon Senior Securities                                  17

Item 6.  Exhibits and Reports on Form 8-K                                 17

Signatures                                                                18






                                      - 2 -

<PAGE>
<TABLE>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                            NTS-PROPERTIES PLUS LTD.

                BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY

<CAPTION>

                                                     As of             As of
                                                 June 30, 1998   December 31, 1997*
                                                 -------------   ------------------
ASSETS

<S>                                               <C>               <C>        
Cash and equivalents                              $    84,734       $    39,940
Cash and equivalents - restricted                      64,956            19,228
Accounts receivable                                     2,401            11,531
Land, buildings and amenities, net                    951,879           996,049
Asset held for sale                                    96,949            96,949
Deferred leasing commissions, net                     120,946           129,946
Loan costs, net                                        59,554            62,897
Other assets                                           20,561            14,234
                                                  -----------       -----------

                                                  $ 1,401,980       $ 1,370,774
                                                  ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages and note payable                        $ 3,749,168       $ 3,528,058
Accounts payable                                      119,376           390,774
Security deposits                                      19,204            13,536
Other liabilities                                      73,249            27,395
                                                  -----------       -----------

                                                    3,960,997         3,959,763

Commitments and Contingencies

Partners' equity                                   (2,559,017)       (2,588,989)
                                                  -----------       -----------

                                                  $ 1,401,980       $ 1,370,774
                                                  ===========       ===========
</TABLE>
<TABLE>
<CAPTION>
                                     Limited          General
                                     Partners         Partner          Total
                                     --------         -------          -----

<S>                                <C>             <C>             <C>    
PARTNERS' EQUITY
Capital contributions, net of
 offering costs                    $ 11,784,521    $        100    $ 11,784,621
Net loss - prior years              (12,170,907)       (122,938)    (12,293,845)
Net income - current year                34,622             350          34,972
Cash distributions to partners
 to date                             (2,038,520)        (20,592)     (2,059,112)
Repurchase of limited
 partnership Units                      (25,653)          --            (25,653)
                                   ------------    ------------    ------------

Balances at June 30, 1998          $ (2,415,937)   $   (143,080)   $ (2,559,017)
                                   ============    ============    ============
</TABLE>

* Reference  is made to the  audited  financial  statements  in the Form 10-K as
filed with the Commission on March 30, 1998.

                                      - 3 -

<PAGE>
<TABLE>


                            NTS-PROPERTIES PLUS LTD.

                            STATEMENTS OF OPERATIONS

<CAPTION>

                                                                      Three Months Ended                      Six Months Ended
                                                                           June 30,                                June 30,
                                                                      ------------------                      ----------------

                                                                  1998               1997                1998               1997
                                                                ---------          ---------           ---------          ---------

<S>                                                             <C>                <C>                 <C>                <C>    
REVENUES:
 Rental income                                                  $ 236,241          $ 200,385           $ 463,769          $ 389,797
 Interest and other income                                            885                432               1,876              1,055
                                                                ---------          ---------           ---------          ---------

                                                                  237,126            200,817             465,645            390,852

EXPENSES:
  Operating expenses                                               30,136             37,233              64,351             72,946
  Operating expenses - affiliated                                  16,956             13,335              32,103             28,353
  Interest expense                                                 78,111             76,877             158,555            153,820
  Management fees                                                  14,797             12,758              28,790             24,691
  Real estate taxes                                                16,490             18,803              38,346             38,566
  Professional and administrative
     expenses                                                      14,158             12,486              24,999             23,942
  Professional and administrative
     expenses - affiliated                                         16,104             13,048              28,520             26,181
  Depreciation and amortization                                    22,938             39,509              55,009             79,561
                                                                ---------          ---------           ---------          ---------

                                                                  209,690            224,049             430,673            448,060
                                                                ---------          ---------           ---------          ---------

Net income (loss)                                               $  27,436          $ (23,232)          $  34,972          $ (57,208)
                                                                =========          =========           =========          =========

Net income (loss) allocated to the
  limited partners                                              $  27,162          $ (23,000)          $  34,622          $ (56,636)
                                                                =========          =========           =========          =========

Net income (loss) per limited
  partnership unit                                              $    0.04          $   (0.03)          $    0.05          $   (0.08)
                                                                =========          =========           =========          =========

Weighted average number of units                                  661,589            663,902             662,490            669,311
                                                                =========          =========           =========          =========

</TABLE>


                                      - 4 -

<PAGE>
<TABLE>


                            NTS-PROPERTIES PLUS LTD.

                            STATEMENTS OF CASH FLOWS

<CAPTION>

                                                                        Three Months Ended                     Six Months Ended
                                                                             June 30,                              June 30,
                                                                        ------------------                     ----------------

                                                                   1998               1997                1998               1997
                                                                 ---------          ---------          ---------          ---------

<S>                                                              <C>                <C>                <C>                <C>    
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                $  27,436          $ (23,232)         $  34,972          $ (57,208)
Adjustments to reconcile net income
 (loss)to net cash provided by
 (used in) operating activities:
   Depreciation and amortization                                    22,938             39,509             55,009             79,561
   Changes in assets and liabilities:
      Cash and equivalents - restricted                            (17,864)           (20,541)           (45,728)           (40,966)
      Accounts receivable                                            9,153             21,847             16,022             18,636
      Deferred leasing commissions                                   3,458              6,739              9,000              9,916
      Other assets                                                   5,580              6,476             (7,589)           (10,892)
      Accounts payable                                              16,157              4,926           (277,212)            69,060
      Security deposits                                              6,404               --                5,668              1,618
      Other liabilities                                             18,291             21,220             45,854             41,838
                                                                 ---------          ---------          ---------          ---------

   Net cash provided by (used
      in)operating activities                                       91,553             56,944           (164,004)           111,563
                                                                 ---------          ---------          ---------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
   amenities                                                        (5,492)           (10,246)            (7,312)           (16,029)
                                                                 ---------          ---------          ---------          ---------

   Net cash used in investing activities                            (5,492)           (10,246)            (7,312)           (16,029)
                                                                 ---------          ---------          ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages and
   note payable                                                    (65,113)           (59,932)          (128,890)          (118,634)
Increase in note payable                                              --                 --              350,000                 --
Repurchase of limited partnership Units                             (5,000)              --               (5,000)           (12,076)
                                                                 ---------          ---------          ---------          ---------

  Net cash provided by (used in)
    financing activities                                           (70,113)           (59,932)           216,110           (130,710)
                                                                 ---------          ---------          ---------          ---------

  Net increase (decrease) in cash and
    equivalents                                                     15,948            (13,234)            44,794            (35,176)

CASH AND EQUIVALENTS, beginning of
  period                                                            68,786             21,002             39,940             42,944
                                                                 ---------          ---------          ---------          ---------

CASH AND EQUIVALENTS, end of period                              $  84,734          $   7,768          $  84,734          $   7,768
                                                                 =========          =========          =========          =========

Interest paid on a cash basis                                    $  86,530          $  76,877          $ 159,536          $ 154,987
                                                                 =========          =========          =========          =========

</TABLE>









                                      - 5 -

<PAGE>



                            NTS PROPERTIES PLUS LTD.

                          NOTES TO FINANCIAL STATEMENTS


The  financial  statements  and  schedules  included  herein  should  be read in
conjunction  with the  Partnership's  1997 Annual Report.  In the opinion of the
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 months and six months ended June 30, 1998 and 1997.

1.    Use of Estimates in the Preparation of Financial Statements
      -----------------------------------------------------------

      The  preparation  of financial  statements  in conformity  with  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.

2.    Cash and Equivalents - Restricted
      ---------------------------------

      Cash and equivalents - restricted  represents funds escrowed with mortgage
      companies for property taxes in accordance with the loan agreements.

3.    Interest Repurchase Reserve
      ---------------------------

      On March  25,  1998,  the  Partnership  elected  to  resume  the  Interest
      Repurchase  Reserve  Program  and to  fund  an  additional  $5,000  to its
      Interest  Repurchase  Reserve,  which was  established in 1996 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  5,000 additional Units at a price of $1.00 per Unit. The above
      offering price per Unit was  established  by the General  Partner and does
      not purport to represent the fair market value or liquidation value of the
      Unit. From November 6, 1996 (date Interest Repurchase Reserve established)
      to June 30, 1998, the  Partnership has repurchased a total of 27,245 Units
      for  $20,572.  The  balance  in the  Reserve  at  June  30,  1998  was $0.
      Repurchased  Units are retired by the  Partnership,  thus  increasing  the
      percentage of ownership of each remaining limited partner investor.

4.    Mortgages Payable
      -----------------

      Mortgages payable consist of the following:


                                                 June 30,         December 31,
                                                   1998               1997
                                                   ----               ----
      Mortgage  payable to an insurance  
      company,  bearing interest at a fixed 
      rate of 8.5%, due November 15, 2005,
      secured by land and building              $ 1,425,107       $ 1,492,702
     
      Mortgage payable to an insurance
      company, bearing interest at a fixed
      rate of 8.125%, due August 1, 2008,
      secured by land and building                  683,547           704,771

                              (Continued next page)



                                      - 6 -

<PAGE>
4.   Mortgages Payable - Continued
     -----------------------------


                                                       June 30,    December 31,
                                                        1998          1997
                                                        ----          ----
     Mortgage  payable to an insurance  
     company,  bearing interest at a fixed 
     rate of 8.125%, due August 1, 2008,
     secured by land and building                  $   655,184    $   675,528

     Mortgage payable to an insurance
     company, bearing interest at a fixed
     rate of 8.125%, due August 1, 2008,
     secured by land and building                      635,330        655,057

     Note payable to a bank,  bearing  interest 
     at a fixed rate of 8.5%,  due January 29, 
     1999, collateral provided by NTS Financial 
     Partnership, an affiliate of NTS Development 
     Company                                           350,000          --
                                                    ----------     ----------
                                                   $ 3,749,168    $ 3,528,058
                                                    ==========     ==========

      Based on the borrowing  rates  currently  available to the Partnership for
      loans with similar  terms and average  maturities,  the fair value of long
      term debt is approximately $3,800,000.

5.    Related Party Transactions
      --------------------------

      Property  management  fees  of  $28,790  and  $24,691  were  paid  to  NTS
      Development   Company,   an  affiliate  of  the  general  partner  of  the
      Partnership,  during  the  six  months  ended  June  30,  1998  and  1997,
      respectively.  The fee is  equal  to 6% of all  revenues  from  commercial
      properties pursuant to an agreement with the Partnership.

      As  permitted  by an  agreement,  the  Partnership  was also  charged  the
      following  amounts from NTS  Development  Company for the six months ended
      June 30,  1998 and 1997.  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 deferred leasing  commissions,  other assets or as land,  buildings and
      amenities.


                                     1998                  1997
                                   ---------             -------

          Administrative            $ 33,067            $ 31,073
          Leasing                     10,924               9,954
          Property manager            21,036              18,501
          Other                        1,178               1,417
                                    --------             -------

                                    $ 66,205            $ 60,945
                                    ========             =======

      Accounts  payable  includes  approximately  $60,000 and  $336,000  due NTS
      Development Company at June 30, 1998 and December 31, 1997,  respectively.
      NTS Development  Company has indicated to the  Partnership  that they will
      not demand repayment of the amounts outstanding as of June 30, 1998 during
      1998.  Payments to this  affiliate  will be made during 1998 as cash flows
      permit.

6.    Reclassification of 1997 Financial Statements
      ---------------------------------------------

      Certain  reclassifications  have  been  made  to  the  December  31,  1997
      financial  statements  to conform with the June 30, 1998  classifications.
      These reclassifications have no effect on previously reported operations.

                                      - 7 -

<PAGE>



7.    Commitments and Contingencies
      -----------------------------

      As of June 30, 1998, the  Lakeshore/University II ("L/U II") Joint Venture
      has a  commitment  for a $450,000  special  tenant  finish  allowance as a
      result of lease negotiations with Full Sail Recorders, Inc. ("Full Sail").
      Full Sail currently occupies 83% of University  Business Center Phase II's
      net rentable area.  Approximately  $92,000 of the total allowance is to be
      reimbursed by Full Sail to the L/U II Joint Venture  pursuant to the lease
      terms.  The  Partnership's  proportionate  share  of  the  net  commitment
      ($450,000  less  $92,000)  is  approximately  $43,000  or 12%.  The tenant
      allowance  will be due and  payable  to Full  Sail  pursuant  to the lease
      agreements,  as  appropriate  invoices for tenant finish costs incurred by
      Full Sail are submitted to the L/U II Joint  Venture.  The source of funds
      for this  commitment  is expected to be cash flow from  operations  and/or
      cash reserves.

      On  December  30,  1997,  Full  Sail  delivered   written  notice  to  the
      Partnership  that Full Sail had (i)  exercised  its right of first refusal
      under its lease with  NTS-Properties  V to  purchase  University  Business
      Center Phase I  ("University  I")office  building and the Phase III vacant
      land,  and (ii)  exercised its right of first refusal under its lease with
      NTS University  Boulevard  Joint Venture to purchase  University  Business
      Center II  ("University  II")office  building,  for an aggregate  purchase
      price for all three of $18,700,000.  Because no binding  agreement  exists
      for the purchase of the properties at this time, there can be no assurance
      that a mutual  agreement  of purchase  and sale will be reached  among the
      parties, nor that the sale of the properties will be consummated. As such,
      the Partnership has not determined the use of net proceeds after repayment
      of outstanding debt from any such sale nor has it determined the impact on
      its future results of operations or financial position.  The University II
      office  building  is  owned  by the L/U II  Joint  Venture  in  which  the
      Partnership  owns a 12%  joint  venture  interest.  Under the terms of the
      right  of  first  refusal,  the  closings  of the  sale of  University  I,
      University II and the Phase III vacant land are to occur simultaneously.

      As of June 30, 1998,  Lakeshore  Business Center Phase II had a commitment
      for   approximately   $37,000   for  roof   repairs.   The   Partnership's
      proportionate share of the commitment is approximately  $4,400 or 12%. The
      source  of  funds  for this  project  is  expected  to be cash  flow  from
      operations and/or cash reserves.

      As of June 30, 1998,  Lakeshore  Business  Center Phase I had a commitment
      for approximately  $111,000 of tenant finish improvements resulting from a
      3,049  square  foot  expansion  by a  current  tenant.  The  Partnership's
      proportionate share of the commitment is approximately $14,000 or 12%. The
      project is expected to be completed  during the third quarter of 1998. The
      source  of  funds  for this  project  is  expected  to be cash  flow  from
      operations and/or cash reserves.

8.    Subsequent Event
      ----------------

      Subsequent  to June 30,  1998,  the L/U II Joint  Venture  entered  into a
      contract for the sale of  approximately  2.4 acres of land adjacent to the
      Lakeshore  Business  Center  development for a purchase price of $528,405.
      Concurrent with the signing of the contract,  the purchaser deposited into
      an escrow  account  $10,000.  This deposit will be applied to the purchase
      price at closing.  The purchaser has until  November 17, 1998 to determine
      if the land is  satisfactory  for their use. If the  purchaser  determines
      that it is satisfactory, the contract requires that they proceed, at their
      cost, to have the property re-zoned to allow for a self-storage  facility.
      If the  purchaser is unable to obtain the  re-zoning,  they may cancel the
      contract.  The  General  Partner  of the  Partnership  has met  with  city
      officials who seem interested in the project and have voiced a willingness
      to consider  the  re-zoning  request.  If the  re-zoning  is granted,  the
      purchaser  is to close on the  property  by February 1, 1999 or deposit an
      additional  $10,000 with the escrow agent for a 30-day delay. The contract
      also  allows for an  additional  deposit of $10,000  for one more delay in
      closing to April 3, 1999. The  Partnership has a 12% interest in the Joint
      Venture.  The  Partnership  has not  yet  determined  what  the use of net
      proceeds would be from the sale of the land.


                                      - 8 -

<PAGE>



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


The management's  discussion and analysis of financial  condition and results of
operations  included herein should be read in conjunction with the Partnership's
1997 Annual Report.

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

The  occupancy  levels  at the  Partnership  properties  as of  June  30 were as
follows:



                                                          1998       1997
                                                          ----       ----

Property owned in Joint Venture with
NTS-Properties IV and NTS-Properties VII,
Ltd.(Ownership % at June 30, 1998)
----------------------------------

Blankenbaker Business Center 1A (39%)                     100%       100%

Properties owned through Lakeshore/University
II Joint Venture (L/U II Joint Venture)
(Ownership % at June 30, 1998)
---------------------------------------------

Lakeshore Business Center Phase I (12%)                    94%        97%

Lakeshore Business Center Phase II (12%)                   92%        94%

University Business Center Phase II (12%)                  90%        99%

The rental and other income  generated by the  Partnership's  properties for the
three months and six months ended June 30, 1998 and 1997 was as follows:


                                  Three Months Ended          Six Months Ended
                                        June 30,                   June 30,
                                 --------------------        ------------------
                                    1998       1997          1998         1997
                                 ---------   --------      --------     --------
Property owned in Joint
Venture with NTS-Properties IV
and NTS-Properties VII, Ltd.
(Ownership % at June 30, 1998)
------------------------------

Blankenbaker Business Center
1A (39%)                          $ 86,091   $ 91,589      $178,839     $183,143

Properties owned through
Lakeshore/University II Joint
Venture (L/U II Joint Venture)
(Ownership % at June 30, 1998)
------------------------------
Lakeshore Business Center
Phase I (12%)                     $ 46,368   $ 43,870      $104,797     $ 88,338

Lakeshore Business Center
Phase II (12%)                    $ 68,611   $ 44,921      $120,322     $ 86,656

University Business Center
Phase II (12%)                    $ 35,724   $ 20,209      $ 61,220     $ 32,047

Revenues shown in the table above for  properties  owned through a joint venture
represent only the Partnership's percentage interest in those revenues.



                                      - 9 -

<PAGE>



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

A  wholly-owned  subsidiary  of The  Prudential  Insurance  Company  of  America
(Prudential  Service  Bureau,  Inc.) has leased  100% of  Blankenbaker  Business
Center 1A through July 2005.  In addition to monthly rent  payments,  Prudential
Service  Bureau,  Inc. is obligated to pay  substantially  all of the  operating
expenses  attributable  to its space.  Rental and other  income at  Blankenbaker
Business  Center 1A remained fairly constant for the three months and six months
ended June 30, 1998 as compared to the same periods in 1997.

The 3% decrease in occupancy at Lakeshore  Business Center Phase I from June 30,
1997 to June  30,  1998  can be  attributed  to six  tenant  move-outs  totaling
approximately 6,100 square feet. One of the six tenants vacated prior to the end
of the lease term. The write-off of accrued income connected with this lease was
not  significant.  The move-outs are partially offset by two new leases totaling
approximately  2,600 square feet. Average occupancy at Lakeshore Business Center
Phase I decreased  from 96% (1997) to 94% (1998) for the three months ended June
30 and from 95% (1997) to 94% (1998) for the six month  period.  The increase in
rental and other income at Lakeshore  Business Center Phase I for the six months
ended June 30, 1998 as compared to the same period in 1997 is due primarily to a
$61,000 lease buy-out received in February 1998 (the Partnership's proportionate
share is  approximately  $7,300 or 12%).  This lease buy-out income was received
from a tenant  whose lease  expires  during July 1999;  however,  the tenant has
notified the Partnership that it will vacate the space at the end of 1998 due to
the fact that it will be  consolidating  several of its  regional  offices.  The
increase in rental and other  income for the six month  period is also due to an
increase in common area expense  reimbursements.  Tenants at the Business Center
reimburse  the  Partnership  for  common  area  expenses  as part  of the  lease
agreements.  The change in rental and other  income for the three  months  ended
June 30, 1998 as compared to the same period in 1997 was not significant.

As of June 30, 1998 Lakeshore  Business  Center Phase I has 3,049 square feet of
additional  space leased to an existing  tenant.  The tenant is expected to take
occupancy of the  expansion  space during the third  quarter of 1998.  With this
expansion  the  Business  Center's  occupancy  should  improve  to 96%.  See the
Liquidity  and  Capital  Resources  Section of this item for the  tenant  finish
commitment related to this lease.

The 2% decrease in occupancy at Lakeshore Business Center Phase II from June 30,
1997 to June  30,  1998  can be  attributed  to two  tenant  move-outs  totaling
approximately  11,000 square feet. The move-outs  consist of one tenant vacating
at the end of the lease term (1,200  square feet) and one tenant  negotiating  a
lease  termination  (10,000 square feet - tenant paid the L/U II Joint Venture a
lease  termination  fee  {recorded  as rental  income} of  $185,000 of which the
Partnership's  proportionate share is approximately  $23,000 or 12%).  Partially
offsetting the move-outs are four new leases totaling approximately 9,000 square
feet which  includes  three  expansions  of  approximately  5,000 square feet by
existing tenants.  4,000 square feet of the expansions represents an increase in
the square  footage  leased by Lambda  Physik.  Lambda Physik  currently  leases
nearly  15,000 square feet and is the largest  tenant in the building  occupying
approximately  15%  of  the  building's  total  rentable  square  feet.  Average
occupancy at Lakeshore Business Center Phase II increased from 94% (1997) to 95%
(1998) for the three months ended June 30 and  increased  from 92% (1997) to 97%
(1998) for the six month  period.  The  increase  in rental and other  income at
Lakeshore  Business  Center  Phase II for the three  months and six months ended
June 30, 1998 as compared to the same  periods in 1997 is due  primarily  to the
$185,000  termination fee paid to the L/U II Joint Venture,  as discussed above.
Also  contributing  to the increase in rental and other income is an increase in
average occupancy and an increase in common area expense reimbursements. Tenants
at the Business  Center  reimburse the  partnership  for common area expenses as
part of the lease agreements.

The 9% decrease in occupancy at  University  Business  Center Phase II from June
30,  1997 to June 30,  1998 is the  result of one of Philip  Crosby  Associates,
Inc's  ("Crosby")  sub-tenants  (approximately  9,000 square feet)  vacating its
space at the end of  Crosby's  lease term  (March 31,  1998).  The  move-out  is
partially  offset by an expansion of  approximately  1,300 square feet by one of
Crosby's former  sub-tenants,  Full Sail Recorders,  Inc.("Full Sail"), upon the
commencement

                                     - 10 -

<PAGE>



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

(April 1,  1998) of its lease with the L/U II Joint  Venture.  In 1995 and 1996,
Full Sail had signed leases with the Joint Venture for the approximately  73,000
square feet it was leasing from Crosby.  These leases  commenced  April 1, 1998.
(See below for a discussion  regarding Crosby and Full Sail).  Average occupancy
at University  Business  Center Phase II decreased from 99% (1997) to 90% (1998)
for the three months ended June 30 and  decreased  from 99% (1997) to 95% (1998)
for the six month period.  The increase in rental and other income at University
Business  Center  Phase II for the six months ended June 30, 1998 as compared to
the same period in 1997 is primarily due to the fact that approximately  $70,000
of accrued  income  connected with the Crosby lease was  written-off  during the
first  quarter  of 1997,  of which  the  Partnership's  proportionate  share was
approximately  $8,400  or 12%.  The  increase  in  rental  and  other  income at
University  Business Center Phase II for the three months ended June 30, 1998 as
compared  to the same  period in 1997 is a result of an  increase in common area
expense reimbursements.  Sub-tenants at the business center were not required to
reimburse the  Partnership  for common area expenses.  However,  as part of Full
Sail's lease agreement,  which commenced April 1, 1998, Full Sail is required to
reimburse the  Partnership  for such  expenses,  attributing  to the increase in
rental and other income for the second quarter of 1998.

Philip Crosby Associates,  Inc. ("Crosby")  previously leased 100% of University
Business  Center Phase II, which is owned by the  Lakeshore/University  II ("L/U
II") Joint Venture.  The original lease term was for seven years, and the tenant
took occupancy in April 1991.  During 1994,  1995 and 1996,  Crosby  sub-leased,
through the end of their lease term, approximately 85,000 square feet (including
approximately  10,000  square feet of mezzanine  space) of  University  Business
Center Phase II's  approximately  88,000  square feet of net  rentable  area (or
96%). Of the total being sub-leased,  approximately  73,000 square feet (or 86%)
was  leased  by Full Sail  Recorders,  Inc.  ("Full  Sail"),  a major  tenant at
University Business Center Phase I, a neighboring property owned by an affiliate
of the  General  Partner of the  Partnership.  During  this  period and  through
December 1996,  Crosby continued to make rent payments  pursuant to the original
lease terms.  During 1996, the Joint Venture received notice that Crosby did not
intend to pay full rental due under the original lease agreement,  including and
subsequent to January 1997. The Partnership's  proportionate share of the rental
income from this property  accounted for  approximately 18% of the Partnership's
total revenues during 1996. Although the Joint Venture did not have formal lease
agreements  with the  sub-lessees  noted  above  during this  period,  beginning
February 1997 and through  March 31, 1998 rent  payments from these  sub-lessees
were been made directly to the Joint Venture.

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 and other remedies available by law when practical. In cases
where tenants have vacated 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 funds  recovered as a result of these actions during the six months
ended June 30, 1998 or 1997.

Currently  occupancy levels are considered adequate to continue the operation of
the Partnership's properties. See the Liquidity and Capital Resources section of
this item for a discussion regarding the Partnership's debt financing.

The change in  interest  and other  income  for the three  months and six months
ended June 30, 1998 as compared to the same periods in 1997 was not significant.

The decrease in operating expense for the three months and six months ended June
30, 1998 as compared to the same  periods in 1997 is due  primarily to decreased
exterior building  renovations at Blankenbaker  Business Center 1A. Fluctuations
in  operating  expenses  at  Lakeshore  Business  Center  Phases  I and  II  and
University  Business  Center  Phase II for both the  three  month  and six month
periods were not significant.




                                     - 11 -

<PAGE>



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

The  increase in operating  expenses -  affiliated  for the three months and six
months  ended June 30, 1998 as compared to the same periods in 1997 is primarily
the result of  increased  property  management  costs at  Blankenbaker  Business
Center 1A.  Changes in  operating  expenses - affiliated  at Lakeshore  Business
Center  Phases I and II and  University  Business  Center  Phase II for both the
three month and six month  periods were not  significant.  Operating  expenses -
affiliated  are expenses for service  performed by employees of NTS  Development
Company, an affiliate of the General Partner of the Partnership.

Interest  expense has  increased  for the three months and six months ended June
30, 1998 as compared to the same  periods in 1997  primarily  as a result of the
Partnership  obtaining  a $350,000  loan on January 30,  1998.  The loan bears a
fixed  interest  rate of 8.5%.  The  increase is  partially  offset by continued
principal payments on the L/U II Joint Venture and Blankenbaker  Business Center
1A's debt.  See the  Liquidity  and Capital  Resources  section of this item for
details regarding the Partnership's debt financing.

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

Real estate taxes, professional and administrative expenses and professional and
administrative  expenses - affiliated  for the three months and six months ended
June 30, 1998 as compared to the same periods in 1997 remained fairly  constant.
Professional and administrative  expenses - affiliated are expenses for services
performed by employees of NTS Development  Company,  an affiliate of the General
Partner.

The decrease in depreciation and  amortization  expense for the three months and
six months  ended June 30, 1998 as  compared to the same  periods in 1997 is due
primarily  to a  portion  of the  assets  at  the  Partnership's  Joint  Venture
properties  (primarily tenant finish  improvements)  becoming fully depreciated.
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 5 - 30 years for
amenities.  The aggregate cost of the  Partnership's  properties for Federal tax
purposes is approximately $6,900,000.

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

Cash (used in) provided by operations  was  $(164,004)  and $111,563 for the six
months ended June 30, 1998 and 1997, respectively.  The Partnership has not made
any cash distributions since the quarter ended June 30, 1991. Distributions will
be resumed once the Partnership  has  established  adequate cash reserves and is
generating cash from operations which, in management's opinion, is sufficient to
warrant  future  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 and other  capital  improvements.  Cash reserves  (which are
unrestricted cash and equivalents as shown on the Partnership's balance sheet as
of June 30) were $84,734 and $7,768 as of June 30, 1998 and 1997, respectively.

As of June 30,  1998,  the  Blankenbaker  Business  Center  Joint  Venture had a
mortgage  payable with an  insurance  company in the amount of  $3,693,900.  The
mortgage is recorded as a liability  of the Joint  Venture and is secured by the
assets of the Joint Venture.  The  Partnership's  proportionate  interest in the
mortgage at June 30, 1998 is $1,425,107.  The mortgage bears interest at a fixed
rate of 8.5% and is due November 15, 2005.  Monthly principal payments are based
upon an 11-year amortization  schedule. At maturity, the mortgage will have been
repaid based on the current rate of amortization.





                                     - 12 -

<PAGE>



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

As of June 30, 1998 the L/U II Joint  Venture had three  mortgage  loans with an
insurance company.  The outstanding  balances of the loans at June 30, 1998 were
$5,437,925, $5,212,284 and $5,054,336, respectively, for a total of $15,704,545.
The loans are recorded as a liability of the Joint  Venture.  The  Partnership's
proportionate  share in the loans at June 30, 1998 was  $683,547,  $655,184  and
$635,330,  respectively,  for a total of $1,974,061. The mortgages bear interest
at a fixed rate of 8.125%, are due August 1, 2008, and are secured by the assets
of the Joint  Venture.  Monthly  principal  payments  are  based  upon a 12-year
amortization schedule. At maturity, the loans will have been repaid based on the
current rate of amortization.

As of June 30, 1998, the  Partnership had a loan payable to a bank in the amount
of  $350,000.  The loan bears  interest  at a fixed  rate of 8.5% with  interest
payable  annually and is due January 29, 1999.  NTS  Financial  Partnership,  an
affiliate of NTS Development  Company, has provided collateral for the loan. The
proceeds from the loan received January 30, 1998, were used to pay approximately
$300,000 due NTS Development Company, an affiliate of the General Partner of the
Partnership,  and to fund Partnership operating payables. The remaining proceeds
will be used to fund partnership expenses.

The majority of the Partnership's  cash flows for the six months ended March 31,
1997 were derived from operating  activities.  The majority of the Partnership's
cash flows for the six months ended June 30, 1998 were  derived  from  financing
activities  as a result of a $350,000  loan  obtained from a bank on January 30,
1998. The change in accounts  payable in 1998 is  attributable  primarily to the
payment of operating expenses owed to NTS Development  Company,  an affiliate of
the General Partner of the Partnership.  This payment was funded by the $350,000
loan  obtained  by the  Partnership  during  January  1998.  Cash  flows used in
investing activities  represent tenant finish  improvements.  Changes to current
tenant  finish  improvements  are a  typical  part  of  any  lease  negotiation.
Improvements  generally  include  a  revision  of  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 were funded by cash flow from
operating activities.  Cash flows used in financing activities are for principal
payments on mortgages and note payable and the repurchase of limited partnership
Units.  The  Partnership  does not  expect  any  material  change in the mix and
relative  cost of  capital  resources  except  that  which is  discussed  in the
following paragraph.

In the next 12 months,  the demand on future liquidity will increase as a result
of future  leasing  activity at Lakeshore  Business  Center  Phases I and II and
University Business Center Phase II. 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 need of the Partnership.

Due to the fact that no distributions were made during the six months ended June
30, 1998 or 1997, the table which presents that portion of the distribution that
represents  a return of capital on a  Generally  Accepted  Accounting  Principle
basis has been omitted.

As of June 30, 1998, the  Lakeshore/University II ("L/U II") Joint Venture has a
commitment for a $450,000  special tenant finish  allowance as a result of lease
negotiations with Full Sail Recorders,  Inc. ("Full Sail").  Full Sail currently
occupies  83% of  University  Business  Center  Phase  II's net  rentable  area.
Approximately $92,000 of the total allowance is to be reimbursed by Full Sail to
the  L/U II  Joint  Venture  pursuant  to the  lease  terms.  The  Partnership's
proportionate   share  of  the  net   commitment   ($450,000  less  $92,000)  is
approximately  $43,000 or 12%. The tenant  allowance  will be due and payable to
Full Sail pursuant to the lease agreements,  as appropriate  invoices for tenant
finish costs  incurred by Full Sail are  submitted to the L/U II Joint  Venture.
The  source  of funds  for this  commitment  is  expected  to be cash  flow from
operations and/or cash reserves.

                                     - 13 -

<PAGE>



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

The Partnership has conducted a comprehensive  review of its computer systems to
identify  the  systems  that  could be  affected  by the Year 2000  Issue and is
developing an  implementation  plan to resolve the issue. The Year 2000 Issue, a
worldwide  problem,  is the result of computer  programs being written using two
digits rather than four to define the applicable year. Any of the  Partnership's
programs  that have  time-sensitive  software may recognize a date using "00" as
the year 1900  rather  than the year 2000.  This could  result in major  systems
failures or  miscalculations.  The  Partnership  presently  believes that,  with
modifications  to existing  software and  conversions to new software,  the Year
2000  problem   will  not  pose   significant   operational   problems  for  the
Partnership's   computer   systems.   The  Partnership   continues  to  evaluate
appropriate  courses of  corrective  action,  including  replacement  of certain
systems whose  associated  costs would be recorded as assets and amortized.  The
Partnership does not expect the costs associated with the resolution of the Year
2000 Issue to have a material  effect on its  financial  position  or results of
operations.  The associated costs will be funded by cash flow from operations or
cash reserves. The amount expensed in 1998 was immaterial.

As of June 30, 1998,  Lakeshore  Business  Center Phase II had a commitment  for
approximately $37,000 for roof repairs. The Partnership's proportionate share of
the  commitment  is $4,400 or 12%.  The  source  of funds  for this  project  is
expected to be cash flow from operations and/or cash reserves.

As of June 30, 1998,  Lakeshore  Business  Center  Phase I had a commitment  for
approximately  $111,000 of tenant  finish  improvements  resulting  from a 3,049
square foot expansion by a current tenant. The Partnership's proportionate share
of the commitment is approximately $14,000 or 12%. The project is expected to be
completed during the third quarter of 1998. The source of funds for this project
is expected to be cash flow from operations and or cash reserves.

The  Partnership  had no other material  commitments  for renovations or capital
improvements at June 30, 1998.

On March 25, 1998,  the  Partnership  elected to resume the Interest  Repurchase
Reserve  Program and to fund an  additional  $5,000 to its  Interest  Repurchase
Reserve,  which  was  established  in  1996  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 5,000 additional Units at a price
of $1.00 per Unit.  The above  offering  price per Unit was  established  by the
General  Partner and does not  purport to  represent  the fair  market  value or
liquidation  value of the Unit. From November 6, 1996 (date Interest  Repurchase
Reserve  established)  to June 30, 1998, the Partnership has repurchased a total
of 27,245 Units for $20,572. The balance in the Reserve at June 30, 1998 was $0.
Repurchased Units are retired by the Partnership, thus increasing the percentage
of ownership of each remaining limited partner investor.

The L/U II Joint  Venture  owns  approximately  6 acres of land  adjacent to the
Lakeshore  Business  Center  development  in  Ft.   Lauderdale,   Florida.   The
Partnership's proportionate interest at June 30, 1998 in the asset held for sale
is $96,949.  The Joint Venture  continues to actively market the asset for sale.
In  management's  opinion,  the net  book  value  of the  asset  held  for  sale
approximates the fair market value less cost to sell.  See below for information
regarding a contract for the sale of a portion of this land.

Subsequent to June 30, 1998,  the L/U II Joint  Venture  entered into a contract
for the sale of  approximately  2.4  acres  of land  adjacent  to the  Lakeshore
Business Center  development  for a purchase price of $528,405.  Concurrent with
the signing of the contract,  the  purchaser  deposited  into an escrow  account
$10,000.  This  deposit will be applied to the  purchase  price at closing.  The
purchaser has until  November 17, 1998 to determine if the land is  satisfactory
for their use. If the purchaser determines that it is satisfactory, the contract
requires  that they  proceed,  at their cost,  to have the property  re-zoned to
allow for a  self-storage  facility.  If the  purchaser  is unable to obtain the
re-zoning,  they may cancel the contract. The General Partner of the Partnership
has met with city officials who seem interested in the project and have voiced a
willingness to consider the re-zoning request. If the re-zoning is granted,  the
purchaser is

                                     - 14 -

<PAGE>



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

to close on the  property by February 1, 1999 or deposit an  additional  $10,000
with the  escrow  agent for a 30-day  delay.  The  contract  also  allows for an
additional  deposit of  $10,000  for one more delay in closing to April 3, 1999.
The Partnership has a 12% interest in the Joint Venture. The Partnership has not
yet determined what the use of net proceeds would be from the sale of the land.

On December 30, 1997, Full Sail delivered written notice to the Partnership that
Full Sail had (i) exercised its right of first refusal under its lease with NTS-
Properties V to purchase  University  Business  Center Phase I ("University  I")
office  building  and the Phase  III  vacant  land  adjacent  to the  University
Business Center development, and (ii) exercised its right of first refusal under
its lease with NTS University Boulevard Joint Venture to purchase the University
Business Center Phase II  ("University  II") office  building,  for an aggregate
purchase price for all three of $18,700,000. Because no binding agreement exists
for the  purchase of these  properties  at this time,  there can be no assurance
that a mutual  agreement of purchase and sale will be reached among the parties,
nor  that  the  sale  of the  properties  will  be  consummated.  As  such,  the
Partnership  has not  determined  the use of net  proceeds  after  repayment  of
outstanding  debt from any such  sale nor has it  determined  the  impact on its
future  results of operations or financial  position.  The  University II office
building is owned by the L/U II Joint  Venture in which the  Partnership  owns a
12% joint venture interest.  Under the terms of the right of first refusal,  the
closings of the sale of  University  I,  University  II and the Phase III vacant
land are to occur simultaneously.

The following  describes the efforts being taken by the  Partnership to increase
the occupancy  levels at the  Partnership's  properties.  At Lakeshore  Business
Center,  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 of University Business Center Phase
II are  handled by a leasing  agent,  an employee  of NTS  Development  Company,
located at the University Business Center Development.

Leases at the Partnership's  properties provide for tenants to contribute toward
the payment of common area expenses,  insurance and real estate taxes. Leases at
the  Partnership's  properties  also provide for rent increases  which are based
upon  increases  in the  consumer  price index.  These lease  provisions  should
protect the  Partnership's  operations from the impact of inflation and changing
prices.

Some of the statements included in Item 2, Management's  Discussion and Analysis
of  Financial  Condition  and Results of  Operations,  may be  considered  to be
"forward-looking" statements since such statements related to matters which have
not yet occurred.  For example,  phrases such as the Partnership  "anticipates",
"believes" or "expects" indicate that it is possible that the event anticipated,
believed or expected may not occur. Should such event not occur, then the result
which  the  Partnership  expected  also may not  occur  or occur in a  different
manner, which may be more or less favorable to the Partnership.  The Partnership
does not  undertake  any  obligations  to  publicly  release  the  result of any
revisions to these  forward-looking  statements  that may be made to reflect any
future events or circumstances.

Any forward-looking  statements included in Management's Discussion and Analysis
of Financial  Condition  and Results of  Operations or elsewhere in this report,
which reflects managements's best judgment based on factors known, involve risks
and uncertainties. Actual results could differ materially from those anticipated
in any forward-looking  statements as a result of a number of factors, including
but not  limited  to those  discussed  below.  Any  forward-looking  information
provided by the  Partnership  pursuant to the safe harbor  established by recent
securities legislation should be evaluated in the context of these factors.

The Partnership's principal activity is the leasing and management of commercial
business  centers.  If a major  commercial  tenant  defaults  on its lease,  the
Partnership's  ability to make payments due under its debt agreements,  payments
of operating costs and other partnership expenses would be directly impacted.

                                     - 15 -

<PAGE>



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

A lessee's  ability to make payments are subject to risks  generally  associated
with real  estate,  many of which are  beyond the  control  of the  Partnership,
including  general or local economic  conditions,  competition,  interest rates,
real estate tax rates, other operating expenses and acts of God.
















                                     - 16 -

<PAGE>



PART II.  OTHER INFORMATION

       3. Defaults Upon Senior Securities
          -------------------------------

          None.

       6. Exhibits and Reports on Form 8-K
          --------------------------------

       (a)     Exhibits:

               Exhibit 27.  Financial Data Schedule

       (b)     Reports on Form 8-K:

               No reports on Form 8-K were filed  during the three  months ended
               June 30, 1998.

       Items 1,2,4 and 5 are not applicable and have been omitted.



















































                                     - 17 -

<PAGE>



                                   SIGNATURES
                                   ----------


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


                                    NTS-PROPERTIES PLUS LTD.
                                    ------------------------
                                        (Registrant)

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


                                               /s/ Richard L. Good
                                               -------------------
                                               Richard L. Good
                                               President

                                               /s/ Lynda J. Wilbourn
                                               ---------------------
                                               Lynda J. Wilbourn
                                               Vice President
                                               Principal Accounting Officer



Date:     August 12, 1998
          ---------------



                                     - 18 -

<PAGE>