<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               March 31, 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 March 31, 1998 and December 31, 1997                   3

              Statements of Operations
                For the three months ended March 31, 1998 and 1997           4

              Statements of Cash Flows
                For the three months ended March 31, 1998 and 1997           5

              Notes to Financial Statements                                6-9

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations                        10-16


                                     PART II

1.     Legal Proceedings                                                    17
2.     Changes in Securities                                                17
3.     Defaults upon Senior Securities                                      17
4.     Submission of Matters to a Vote of Security Holders                  17
5.     Other Information                                                    17
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
                                       March 31, 1998  December 31, 1997*
                                       --------------  ------------------
ASSETS

<S>                                      <C>               <C>        
Cash and equivalents                     $    68,786       $    39,940
Cash and equivalents - restricted             47,092            19,228
Accounts receivable                            4,662            11,531
Land, buildings and amenities, net           967,570           996,049
Asset held for development, net               96,949            96,949
Deferred leasing commissions                 124,404           129,946
Loan costs, net                               61,226            63,217
Other assets                                  26,762            13,914
                                         -----------       -----------

                                         $ 1,397,451       $ 1,370,774
                                         ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages and note payable               $ 3,814,281       $ 3,528,058
Accounts payable                              96,863           390,774
Security deposits                             12,800            13,536
Other liabilities                             54,960            27,395
                                         -----------       -----------

                                           3,978,904         3,959,763

Commitments and Contingencies

Partners' equity                          (2,581,453)       (2,588,989)
                                         -----------       -----------

                                         $ 1,397,451       $ 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 income (loss)- prior years      (12,170,907)       (122,938)    (12,293,845)
Net income - current year                 7,461              75           7,536
Cash distributions to partners
 to date                             (2,038,520)        (20,592)     (2,059,112)
Repurchase of limited
 partnership units                      (20,653)          --            (20,653)
                                   ------------    ------------    ------------

Balances at March 31, 1998         $ (2,438,098)   $   (143,355)   $ (2,581,453)
                                   ============    ============    ============
</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
                                                                March 31,
                                                           ------------------

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


<S>                                                     <C>           <C>    
Revenues:
 Rental income                                          $ 227,528     $ 189,412
 Interest and other income                                    957           623
                                                        ---------     ---------

                                                          228,485       190,035
Expenses:
 Operating expenses                                        34,182        35,715
 Operating expenses - affiliated                           15,147        15,018
 Interest expense                                          80,444        76,943
 Management fees                                           13,993        11,932
 Real estate taxes                                         21,856        19,763
 Professional and administrative
  expenses                                                 10,846        11,456
 Professional and administrative
  expenses - affiliated                                    12,416        13,133
 Depreciation and amortization                             32,065        40,052
                                                        ---------     ---------

                                                          220,949       224,012
                                                        ---------     ---------

Net income (loss)                                       $   7,536     $ (33,977)
                                                        =========     =========

Net income (loss) allocated to the limited
 partners                                               $   7,461     $ (33,637)
                                                        =========     =========

Net income (loss) per limited partnership
 unit                                                   $     .01     $    (.05)
                                                        =========     =========

Weighted average number of limited
 partnership units                                        663,402       674,780
                                                        =========     =========


</TABLE>

                                      - 4 -

<PAGE>
<TABLE>


                            NTS-PROPERTIES PLUS LTD.

                            STATEMENTS OF CASH FLOWS

<CAPTION>


                                                            Three Months Ended
                                                                March 31,
                                                            ------------------

                                                            1998         1997
                                                         ---------    ---------
<S>                                                      <C>          <C>    
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                        $   7,536    $ (33,977)
Adjustments to reconcile net income (loss) to net cash
 provided by (used in) operating activities:
  Depreciation and amortization                             32,065       40,052
  Changes in assets and liabilities:
   Cash and equivalents - restricted                       (22,864)     (20,425)
   Accounts receivable                                       6,869       (3,211)
   Deferred leasing commissions                              5,542        3,177
   Other assets                                            (13,169)     (17,366)
   Accounts payable                                       (293,363)      64,134
   Security deposits                                          (736)       1,619
   Other liabilities                                        27,563       20,616
                                                         ---------    ---------

  Net cash provided by (used in) operating activities     (250,557)      54,619
                                                         ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings, amenities                     (1,820)      (5,783)
                                                         ---------    ---------

  Net cash used in investing activities                     (1,820)      (5,783)
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in note payable                                   350,000         --
Principal payments on mortgages and note
 payable                                                   (63,777)     (58,702)
Repurchase of limited partnership Units                       --        (12,076)
Cash and equivalents - restricted                           (5,000)        --
                                                         ---------    ---------

  Net cash provided by (used in) financing activities      281,223      (70,778)
                                                         ---------    ---------

  Net increase (decrease) in cash and equivalents           28,846      (21,942)

CASH AND EQUIVALENTS, beginning of period                   39,940       42,944
                                                         ---------    ---------

CASH AND EQUIVALENTS, end of period                      $  68,786    $  21,002
                                                         =========    =========

Interest paid on a cash basis                            $  73,006    $  78,110
                                                         =========    =========

</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 (only consisting of normal recurring accruals)
necessary for a fair presentation  have been made to the accompanying  financial
statements for the three months ended March 31, 1998 and 1997.

1.    Cash and Equivalents - Restricted
      ---------------------------------

      Cash and equivalents - restricted  represents funds escrowed with mortgage
      companies for property taxes in accordance with the loan agreements.  Cash
      and  equivalents - restricted  at March 31, 1998,  also  represents  funds
      which  the   Partnership  has  reserved  for  the  repurchase  of  limited
      partnership Units.

2.    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  will be able to
      repurchase up to 5,000  additional  Units at a price of $1.00 per unit. If
      the number of Units  submitted  for  repurchase  exceeds that which can be
      repurchased by the Partnership with the current funding,  those additional
      Units may be repurchased in subsequent quarters.  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. As of
      March 31, 1998, the  Partnership  has  repurchased a total of 22,245 Units
      for  $15,572.  Repurchased  Units are  retired  by the  Partnership,  thus
      increasing the share of ownership of each remaining investor.  The balance
      in the repurchase reserve at March 31, 1998 was $5,000.

3.    Mortgages and Note Payable
      --------------------------

      Mortgage and note payable consist of the following:


                                                     March 31,     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                 $ 1,459,261    $  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                     694,267         704,771
     
     Mortgage payable to an insurance
     company, bearing interest at a fixed
     rate of 8.125%, due August 1, 2008,
     secured by land and building                     665,459         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                     645,294         655,057

                              (Continued next page)


                                      - 6 -

<PAGE>


3.   Mortgages and Note Payable - Continued
     --------------------------------------

                                                March 31,       December 31,
                                                  1998             1997
                                                  ----             ----
     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     $    --
                                                ----------      ----------

                                               $ 3,814,281     $ 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 $3,900,000.

4.    Related Party Transactions
      --------------------------

      Property management fees of $13,993 (1998) and $11,932 (1997) were paid to
      NTS  Development  Company,  an  affiliate  of the  General  Partner of the
      Partnership,  during the three  months ended March 31. The fee is equal to
      6% of all revenues  from  commercial  properties  pursuant to an agreement
      with the  Partnership.  Also  pursuant to an  agreement,  NTS  Development
      Company will receive a repair and  maintenance  fee equal to 5.9% of costs
      incurred  which  relate  to  capital  improvements.  The  Partnership  has
      incurred  $860 as a repair and  maintenance  fee  during the three  months
      ended  March  31,  1997  and has  capitalized  this  cost as part of land,
      buildings and amenities. No such expense was incurred for the three months
      ended March 31, 1998.

      As  permitted  by an  agreement,  the  Partnership  was also  charged  the
      following amounts from NTS Development  Company for the three months ended
      March 31,  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         $ 14,680            $ 15,579
          Leasing                   3,262               6,774
          Property manager         10,249               9,357
          Other                       153                  51
                                 ---------            -------

                                 $  28,344            $ 31,761
                                 =========            ========

      Accounts payable - operations includes  approximately $52,000 and $336,000
      due NTS  Development  Company at March 31,  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 March
      31, 1998 during 1998.  Payments to this affiliate will be made during 1998
      as cash flows permits.

5.    Commitments and Contingencies
      -----------------------------

      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

                                      - 7 -

<PAGE>



5.    Commitments and Contingencies - Continued
      -----------------------------------------

      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 have been
      made directly to the Joint Venture.

      During  1997,  Crosby  abandoned  its  business,  sold  all or most of its
      operating  assets  and  informed  the Joint  Venture  that  Crosby  may be
      insolvent.  During the third quarter of 1997, a conditional settlement was
      reached at a mediation  conference  with Crosby and its corporate  parent,
      whereby,  subject  to the Joint  Venture's  acceptance  of the  settlement
      terms, the corporate parent agreed to pay a portion of Crosby's  liability
      to the Joint Venture in full satisfaction of all claims against Crosby and
      any of its affiliates. During the fourth quarter of 1997, the L/U II Joint
      Venture  informed  Crosby and its  corporate  parent that it accepted  the
      terms of the conditional  settlement,  whereby Crosby's parent paid to the
      L/U II Joint  Venture  the sum of  $300,000  in full  satisfaction  of all
      claims.  These funds were  received by the L/U II Joint Venture on October
      23, 1997.  The  Partnership's  proportionate  share of the  settlement was
      $36,000 or 12%. The amount of the settlement was  substantially  less than
      the  aggregate  liability of Crosby to the Joint  Venture  resulting  from
      Crosby's default under its lease.  This deficit is partially offset by the
      rent payments received from the sub-lessees, as discussed above.

      In December 1995,  Full Sail signed a 33 month lease with the L/U II Joint
      Venture for approximately 41,000 square feet it sub-leased from Crosby. In
      November  1996,  Full Sail signed a lease  amendment  which  increased the
      square  footage from 41,000 square feet to 48,000 square feet and extended
      the lease term from 33 months to 76 months. In addition, in November 1996,
      Full Sail also  signed a 52 month  lease for an  additional  approximately
      21,000  square  feet of space  it  sub-leased  from  Crosby.  Both  leases
      aggregate 69,000 square feet or 78% of the business  center's net rentable
      area and commence April 1998 when the Crosby  original lease term ends. As
      part of the lease negotiations, Full Sail will receive a total of $450,000
      in special tenant allowances  ($200,000  resulting from the original lease
      signed  December  1995 and  $250,000  resulting  from the lease  amendment
      signed November 1996).  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 previously
      mentioned  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 .

      As of March 31, 1998, the Joint Venture was negotiating  directly with the
      other  sub-lessees  discussed above to enter into leases for the remaining
      space available.  The future leasing and tenant finish costs which will be
      required to release this space is unknown at this time but is not expected
      to be substantial.

                                      - 8 -

<PAGE>



5.    Commitments and Contingencies - Continued
      -----------------------------------------

      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. Full Sail exercised its right of first
      refusal  under the leases in  response  to a letter of intent to  purchase
      University  I,  University  II and the Phase  III  vacant  land  which was
      previously  received by the Partnership from an unaffiliated  buyer. Under
      its right of first refusal,  Full Sail must purchase the properties on the
      same terms and conditions as  contemplated  by the letter of intent.  Full
      Sail agreed in its notice to the  Partnership  to proceed to  negotiate in
      good faith a definitive purchase agreement for the properties.  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,  the successor to the NTS  University  Boulevard  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.

6.    Subsequent Event
      ----------------

      Subsequent  to March 31, 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.






                                      - 9 -

<PAGE>



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

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

The  occupancy  levels  at the  Partnership  properties  as of  March 31 were as
follows:



                                                  1998              1997
                                                  ----              ----

Property owned in Joint Venture with
NTS-Properties IV and NTS-Properties VII,
Ltd.(Ownership % at March 31, 1998)
-----------------------------------

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

Properties owned through Lakeshore/University
II Joint Venture (L/U II Joint
Venture)(Ownership % at March 31, 1998)
---------------------------------------

Lakeshore Business Center Phase I (12%)             94%              95%

Lakeshore Business Center Phase II (12%)           100%              94%

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

The rental and other income  generated by the  Partnership's  properties for the
three months ended March 31, 1998 and 1997 was as follows:




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

Property owned in Joint Venture with NTS-
Properties IV and NTS-Properties VII,
Ltd. (Ownership % at March 31, 1998)
------------------------------------

Blankenbaker Business Center 1A (39%)
                                                $ 92,748        $ 91,554

Properties owned through Lakeshore/
University II Joint Venture (L/U II Joint
Venture (Ownership % at March 31, 1998)
---------------------------------------

Lakeshore Business Center Phase I (12%)         $ 58,429        $ 44,468


Lakeshore Business Center Phase II (12%)        $ 51,711        $ 41,735


University Business Center Phase II (12%)       $ 25,496        $ 11,838

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



                                     - 10 -

<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.  The change in rental and other  income at
Blankenbaker  Business  Center 1A for the three  months  ended March 31, 1998 as
compared to the same period in 1997 was not significant.

The 1% decrease in occupancy at Lakeshore Business Center Phase I from March 31,
1997 to March 31, 1998,  can be attributed to six tenant  move-outs,  vacating a
total of 7,000 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 three new leases totaling
approximately  5,600 square feet  including an expansion by a current  tenant of
2,100  square feet.  Average  occupancy  at  Lakeshore  Business  Center Phase I
remained constant at 94% for the three months ended March 31, 1997 and 1998. The
increase in rental and other income at Lakeshore Business Center Phase I for the
three  months  ended March 31, 1998 as compared to the three  months ended March
31, 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  during the  summer of 1998 due to the fact that it will be  consolidating
several of its regional offices. The increase in rental and other income 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 6% increase in occupancy at  Lakeshore  Business  Center Phase II from March
31,  1997 to March 31,  1998,  can be  attributed  to three new leases  totaling
approximately  7,200 square feet which includes  approximately 3,000 square feet
in expansions by two current tenants. Partially offsetting the new leases is one
tenant move-out at the end of the lease term of approximately 1,200 square feet.
Average occupancy at Lakeshore  Business Center Phase II increased for the three
months ended March 31 from 91% (1997) to 100% (1998). The increase in rental and
other  income at Lakeshore  Business  Center Phase II for the three months ended
March 31, 1998 as compared to the three months ended March 31, 1997 is primarily
a result of the  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.

Occupancy at University  Business  Center Phase II was 99% at March 31, 1998 and
1997.  The increase in rental and other  income at  University  Business  Center
Phase II for the three  months  ended  March 31,  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 Philip Crosby  Associates,  Inc.  ("Crosby")
lease  was  written-off   during  the  first  quarter  of  1997,  of  which  the
Partnership's  proportionate  share  was  approximately  $8,400  or  12%.  See a
discussion regrading the Crosby lease below.

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 on
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 three
months ended March 31, 1998 or 1997.

The change in interest  and other  income for the three  months  ended March 31,
1998 as compared to the same period in 1997 was not significant.


                                     - 11 -

<PAGE>



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

The changes in operating  expenses and  operating  expense - affiliated  for the
three  months  ended  March 31, 1998 as compared to the same period in 1997 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  ended March 31, 1998 as
compared to the same  period in 1997  primarily  as a result of a $350,000  loan
obtained by the Partnership 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's and Blankenbaker Business Center 1A's debt.

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.

The changes in real estate taxes,  professional and administrative  expenses and
professional and administrative expenses - affiliated for the three months ended
March 31,  1998 as  compared  to the same  period in 1997 were not  significant.
Professional and administrative  expenses-  affiliated are expenses for services
preformed by employees of NTS Development  Company,  an affiliate of the General
Partner of the Partnership.

The decrease in depreciation and amortization expense for the three months ended
March 31,  1998 as  compared  to the same  period in 1997 is due to a portion of
tenant improvements at the Partnership's Joint Venture properties 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 approximately $6,900,000.

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

Cash provided by (used in)  operations  was ($250,557) and $54,619 for the three
months ended March 31, 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
costs,  tenant finish costs and capital  improvements.  Cash reserves (which are
unrestricted cash and equivalents as shown on the Partnership's balance sheet as
of  March  31)  were  $68,786  and  $21,002  as of  March  31,  1998  and  1997,
respectively.

As of March 31, 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% for a one year term
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.




                                     - 12 -

<PAGE>



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

As of March 31, 1998,  the  Blankenbaker  Business  Center  Joint  Venture had a
mortgage  payable with an  insurance  company in the amount of  $3,782,431.  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 March 31, 1998 is $1,459,261. 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.

As of March 31, 1998 the L/U II Joint Venture had three  mortgage  loans with an
insurance company.  The outstanding balances of the loans at March 31, 1998 were
$5,523,204, $5,294,025 and $5,133,600, respectively, for a total of $15,950,829.
The loans are recorded as a liability of the Joint  Venture.  The  Partnership's
proportionate  share in the loans at March 31, 1998 was  $694,267,  $665,459 and
$645,294,  respectively,  for a total of $2,005,020. 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.

The  majority of the  Partnership's  cash flows for the three months ended March
31,  1997  were  derived  from  operating   activities.   The  majority  of  the
Partnership's  cash flows for the three months ended March 31, 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.
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,  the
repurchase of limited partnership Units, and cash which has been reserved by the
Partnership  for 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 three  months ended
March  31,  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.

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


                                     - 13 -

<PAGE>



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

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  have been made directly to
the Joint Venture.

During 1997,  Crosby  abandoned its business,  sold all or most of its operating
assets and informed the Joint Venture that Crosby may be  insolvent.  During the
third  quarter of 1997,  a  conditional  settlement  was  reached at a mediation
conference with Crosby and its corporate parent,  whereby,  subject to the Joint
Venture's acceptance of the settlement terms, the corporate parent agreed to pay
a portion of Crosby's liability to the Joint Venture in full satisfaction of all
claims  against Crosby and any of its  affiliates.  During the fourth quarter of
1997, the L/U II Joint Venture  informed Crosby and its corporate parent that it
accepted the terms of the conditional  settlement,  whereby Crosby's parent paid
to the L/U II Joint  Venture  the sum of $300,000  in full  satisfaction  of all
claims.  These funds were  received  by the L/U II Joint  Venture on October 23,
1997.  The  Partnership's  proportionate  share of the settlement was $36,000 or
12%. The amount of the  settlement  was  substantially  less than the  aggregate
liability of Crosby to the Joint Venture  resulting from Crosby's  default under
its lease.  This deficit is partially offset by the rent payments  received from
the sub-lessees, as discussed above.

In  December  1995,  Full  Sail  signed a 33 month  lease  with the L/U II Joint
Venture for  approximately  41,000  square feet it  sub-leased  from Crosby.  In
November 1996,  Full Sail signed a lease  amendment  which  increased the square
footage  from 41,000  square feet to 48,000  square feet and  extended the lease
term from 33 months to 76 months. In addition,  in November 1996, Full Sail also
signed a 52 month lease for an  additional  approximately  21,000 square feet of
space it sub-leased from Crosby. Both leases aggregate 69,000 square feet or 78%
of the  business  center's net  rentable  area and commence  April 1998 when the
Crosby  original lease term ends. As part of the lease  negotiations,  Full Sail
will  receive  a total  of  $450,000  in  special  tenant  allowances  ($200,000
resulting  from the original lease signed  December 1995 and $250,000  resulting
from the lease amendment  signed November  1996).  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  previously
mentioned  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.

As of March 31, 1998, the Joint Venture was negotiating  directly with the other
sub-lessees  discussed  above to  enter  into  leases  for the  remaining  space
available.  The future leasing and tenant finish costs which will be required to
release  this  space  is  unknown  at  this  time  but  is  not  expected  to be
substantial.

                                     - 14 -

<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.

Subsequent  to  March  31,  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 cash flow from operations and/or cash reserves.

The  Partnership  had no other material  commitments  for renovations or capital
improvements at March 31, 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  will be able to repurchase up to 5,000 additional Units
at a price of $1.00 per Unit. If the number of Units  submitted  for  repurchase
exceeds  that  which can be  repurchased  by the  Partnership  with the  current
funding,  those additional Units may be repurchased in subsequent quarters.  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.
As of March 31, 1998, the  Partnership  has  repurchased a total of 22,245 Units
for $15,572.  Repurchased Units are retired by the Partnership,  thus increasing
the share of ownership of each remaining 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 March 31,  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.

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.  Full Sail exercised its right of
first  refusal  under the leases in  response  to a letter of intent to purchase
University I,  University II and the Phase III vacant land which was  previously
received by the Partnership from an unaffiliated buyer. Under its right of first
refusal, Full Sail must purchase the properties on the same terms and conditions
as contemplated  by the letter of intent.  Full Sail agreed in its notice to the
Partnership  to  proceed  to  negotiate  in  good  faith a  definitive  purchase
agreement for the

                                     - 15 -

<PAGE>



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

properties.  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,  the successor to the NTS University  Boulevard 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 Phase II, 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 these 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. 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

l.     Legal Proceedings
       -----------------

       None

2.     Changes in Securities
       ---------------------

       None

3.     Defaults upon Senior Securities
       -------------------------------

       None

4.     Submission of Matters to a Vote of Security Holders
       ---------------------------------------------------

       None

5.     Other Information
       -----------------

       None

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

       (a)     Exhibits:

               Exhibit 27.  Financial Data Schedule

       (b)     Reports on Form 8-K:

               Form 8-K was filed on January 21, 1998,  to report in Item 5 that
               Full  Sail  Recorders,  Inc.,  a tenant at  University  Boulevard
               Office development in Orlando,  Florida,  had exercised its right
               of  first  refusal  under  its  lease  with  NTS-Properties  V to
               purchase  University  Business Center Phase I office building and
               the Phase  III  vacant  land,  and  exercised  its right of first
               refusal  under  its lease  with NTS  University  Boulevard  Joint
               Venture  to  purchase   University   Business  Center  II  office
               building,  for an  aggregate  purchase  price  for all  three  of
               $18,700,000.

               Form 8-K was filed on March 25, 1998 to report in Item 5 that the
               Partnership has elected to fund an additional amount of $5,000 to
               its Interest Repurchase Reserve.




























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



Date:      May 14, 1998
           ------------


                                     - 18 -

<PAGE>