<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             September 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 18
Total Pages: 19



<PAGE>



                                TABLE OF CONTENTS


                                                                   Pages

                                     PART I

Item 1.       Financial Statements

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

              Statements of Operations
                For the three months and nine months ended
                September 30, 1998 and 1997                            4

              Statements of Cash Flows
                For the three months and nine months ended
                September 30, 1998 and 1997                            5

              Notes To Financial Statements                          6-9

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations                  10-17


                                     PART II

Item 3.  Defaults Upon Senior Securities                              18

Item 6.  Exhibits and Reports on Form 8-K                             18

Signatures                                                            19


                                      - 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
                                       September 30, 1998   December 31, 1997*
                                      -------------------   -----------------
ASSETS
<S>                                          <C>               <C>
Cash and equivalents                         $    51,231       $    39,940
Cash and equivalents - restricted                 87,802            19,228
Accounts receivable                               15,308            28,678
Land, buildings and amenities, net
 (Note 8)                                        939,213           996,049
Asset held for sale                               96,949            96,949
Deferred leasing commissions, net                117,067           129,946
Loan costs, net                                   57,871            62,897
Other assets                                      15,458            14,234
                                             -----------       -----------

                                             $ 1,380,899       $ 1,387,921
                                             ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages and note payable                   $ 3,681,970       $ 3,528,058
Accounts payable                                 123,296           390,774
Security deposits                                 17,719            13,536
Other liabilities                                105,407            44,542
                                             -----------       -----------

                                               3,928,392         3,976,910

Commitments and Contingencies

Partners' equity                              (2,547,493)       (2,588,989)
                                             -----------       -----------

                                             $ 1,380,899       $ 1,387,921
                                             ===========       ===========
</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                46,031             465          46,496
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 September 30, 1998     $ (2,404,528)   $   (142,965)   $ (2,547,493)
                                   ============    ============    ============

</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                     Nine Months Ended
                                                              September 30,                          September 30,
                                                           ------------------                     -----------------


                                                         1998               1997                1998              1997
                                                      ---------          ---------           ---------          ---------
<S>                                                   <C>                <C>                 <C>                <C>
REVENUES:
 Rental income                                        $ 211,293          $ 202,896           $ 675,062          $ 592,693
 Interest and other income                                  553                449               2,429              1,504
                                                      ---------          ---------           ---------          ---------

                                                        211,846            203,345             677,491            594,197

EXPENSES:
  Operating expenses                                     33,198             40,941              97,557            113,886
  Operating expenses - affiliated                        16,140             14,774              48,243             43,127
  Interest expense                                       77,726             75,619             236,281            229,439
  Management fees                                        12,909             12,630              41,698             37,320
  Real estate taxes                                      18,803             19,283              57,149             57,851
  Professional and administrative
     expenses                                            11,670             12,104              36,668             36,045
  Professional and administrative
     expenses - affiliated                                7,276             13,696              35,796             39,878
  Depreciation and amortization                          22,600             39,490              77,603            119,051
                                                      ---------          ---------           ---------          ---------

                                                        200,322            228,537             630,995            676,597
                                                      ---------          ---------           ---------          ---------

Net income (loss)                                     $  11,524          $ (25,192)          $  46,496          $ (82,400)
                                                      =========          =========           =========          =========

Net income (loss) allocated to the
  limited partners                                    $  11,409          $ (24,940)          $  46,031          $ (81,576)
                                                      =========          =========           =========          =========

Net income (loss) per limited
  partnership unit                                    $    0.02          $   (0.04)          $    0.07          $   (0.12)
                                                      =========          =========           =========          =========

Weighted average number of units                        658,402            663,402             661,113            667,207
                                                      =========          =========           =========          =========

</TABLE>


                                      - 4 -

<PAGE>
<TABLE>


                            NTS-PROPERTIES PLUS LTD.

                            STATEMENTS OF CASH FLOWS

<CAPTION>

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

                                                                     1998               1997              1998               1997
                                                                    ------             ------            ------             ------
<S>                                                              <C>                <C>                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                $  11,524          $ (25,192)         $ 46,496          $ (82,400)
Adjustments to reconcile net income
 (loss)to net cash provided by
 (used in) operating activities:
   Depreciation and amortization                                    22,600             39,490             77,603            119,051
   Changes in assets and liabilities:
      Cash and equivalents - restricted                            (22,846)           (20,310)           (68,574)           (61,276)
      Accounts receivable                                            4,236              7,572             20,258             26,208
      Deferred leasing commissions                                   3,879              4,919             12,879             14,835
      Other assets                                                   4,451              6,650             (3,132)
      Accounts payable                                               4,490             31,528           (272,722)           100,588
      Security deposits                                             (1,485)             1,067              4,183              2,685
      Other liabilities                                             15,010             18,945             60,864             60,783
                                                                 ---------          ---------          ---------          ---------

   Net cash provided by (used
      in)operating activities                                       41,859             64,669           (122,145)           176,249
                                                                 ---------          ---------          ---------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
   amenities                                                        (8,164)            (2,794)           (15,476)           (18,840)
                                                                 ---------          ---------          ---------          ---------

   Net cash used in investing activities                            (8,164)            (2,794)           (15,476)           (18,840)
                                                                 ---------          ---------          ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages and
   note payable                                                    (67,198)           (61,186)          (196,088)          (179,820)
Increase in note payable                                                --                 --            350,000                 --
Repurchase of limited partnership Units                                 --               (175)            (5,000)           (12,251)
                                                                 ---------          ---------          ---------          ---------

  Net cash provided by (used in)
    financing activities                                           (67,198)           (61,361)           148,912           (192,071)
                                                                 ---------          ---------          ---------          ---------

  Net increase (decrease) in cash and
    equivalents                                                    (33,503)               514             11,291            (34,662)

CASH AND EQUIVALENTS, beginning of
  period                                                            84,734              7,768             39,940             42,944
                                                                 ---------          ---------          ---------          ---------

CASH AND EQUIVALENTS, end of period                              $  51,231          $   8,282          $  51,231          $   8,282
                                                                 =========          =========          =========          =========

Interest paid on a cash basis                                    $  77,728          $  75,619          $ 237,264          $ 230,606
                                                                 =========          =========          =========          =========


</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 nine months ended  September  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  repurchased 5,000
      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 1996 to
      September  30, 1998,  the  Partnership  has  repurchased a total of 27,245
      Units for $20,572.  The balance in the Reserve at  September  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 and Note Payable
      --------------------------

      Mortgages and note payable consist of the following:


                                                 September 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               $ 1,389,499        $ 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                   672,608            704,771

                              (Continued next page)



                                      - 6 -

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


                                                   September 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  (University  
     Business Center Phase II - see Note 8)       $   644,699      $   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                     625,164          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           --
                                                   ----------       ----------
                                                  $ 3,681,970      $ 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 approximates carrying value.

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

      Property  management  fees  of  $41,698  and  $37,320  were  paid  to  NTS
      Development   Company,   an  affiliate  of  the  general  partner  of  the
      Partnership,  during the nine months  ended  September  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 nine months ended
      September 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            $ 42,575            $ 45,791
          Leasing                     15,449              15,699
          Property manager            31,658              28,616
          Other                        1,989               1,538
                                    --------            --------

                                    $ 91,671            $ 91,644
                                    ========            ========

      Accounts  payable  includes  approximately  $49,000 and  $336,000  due NTS
      Development   Company  at  September  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
      September 30, 1998 during 1998.  Payments to this  affiliate  will be made
      during 1998 as cash flows  permit.  See below for further  information  on
      payments to this affiliate.

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

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

                                      - 7 -

<PAGE>



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

      On September 8, 1998,  NTS-Properties  V and the  Lakeshore/University  II
      ("L/U  II")  Joint  Venture,  affiliates  of the  General  Partner  of the
      Partnership,  entered into a contract  with Silver City  Properties,  Ltd.
      ("the  Purchaser"),  an  affiliate  of Full Sail  Recorders,  Inc.  ("Full
      Sail"), for the sale of University  Business Center Phases I and II office
      buildings  and Phase III vacant land for an  aggregate  purchase  price of
      $18,751,000 (specifically the prices for each property were $9,776,000 for
      Phase I and Phase III, and $8,975,000 for Phase II).  University  Business
      Center  Phase I and Phase III are owned by  NTS-Properties  V.  University
      Business  Center  Phase  II is  owned  by the L/U II  Joint  Venture.  The
      Partnership owns a 12% interest in this joint venture. Full Sail currently
      occupies  28% and  83% of the net  rentable  area of  University  Business
      Center Phases I and II,  respectively.  Concurrent with the signing of the
      contracts,  the Purchaser  deposited $50,000 into an escrow account.  This
      deposit will be applied to the purchase price at closing. The Purchaser is
      to close on the  properties  on or before  November  7,  1998.  See Note 8
      Subsequent Events. The contract permits the Purchaser to defer the closing
      of  the  purchase  of  the  Phase  III  vacant  land  until  the  18-month
      anniversary of the closing on Phase I and II.

      As of September 30, 1998,  the L/U II Joint Venture had 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 the land 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.

      As  of  September  30,  1998,  Lakeshore  Business  Center  Phase  I had a
      commitment  for  approximately   $98,000  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
      $12,000 or 12%. The project is expected to be completed  during the fourth
      quarter of 1998.  The source of funds for this  project is  expected to be
      cash flow from operations and/or cash reserves.

8.    Subsequent Events
      -----------------

      On October 6, 1998 pursuant to the contact  executed on September 8, 1998,
      the Lakeshore/University II Joint Venture ("L/U II") and NTS Properties V,
      affiliates  of the General  Partner of the  Partnership,  sold  University
      Business  Center  Phases  I  and  II  office   buildings  to  Silver  City
      Properties,  Ltd. ("the Purchaser"),  an affiliate of Full Sail Recorders,
      Inc.  ("Full  Sail"),  for an  aggregate  purchase  price  of  $17,950,000
      ($8,975,000 for Phase I and $8,975,000 for Phase II).  University Business
      Center  Phase  II was  owned  by the L/U II Joint  Venture  of  which  the
      Partnership  owns a 12% interest.  As of September 30, 1998,  the carrying
      value  of  University  Business  Center  Phase II land  and  building  was
      approximately  $7,300,000  and was  encumbered  by a  mortgage  payable of
      $5,128,872  ($910,000  and  $644,699,  respectively,  are  recorded on the
      accompanying balance sheet).  Other net assets and liabilities  associated
      with this property included on the accompanying balance sheet at September
      30, 1998 were not significant.  The gain associated with this sale will be
      reflected in the fourth  quarter of 1998.  Portions of the  proceeds  from
      this sale were  immediately  used to pay the remainder of the  outstanding
      debt  (including   interest  and  prepayment   penalties)  of  $10,468,000
      ($4,633,000 for Phase I and $5,835,000 for Phase

                                      - 8 -

<PAGE>




8.    Subsequent Events - Continued
      -----------------------------

      II) on  these  properties.  The  Partnership  will  use its  share  of the
      proceeds  from  this  sale  for the  repayment  of  Partnership  debt  and
      operating  expenses.  As  permitted by the  contract,  the  Purchaser  has
      deferred  the  closing of the Phase III vacant  land for a period of up to
      18-months after the closing date of Phase I and II.

      During  October  1998,  the   Partnership   has  used  a  portion  of  its
      distribution from the sale of University Business Center Phase II to repay
      $240,000 of the $350,000 loan obtained by the Partnership in January 1998.
      A portion of the distribution was also used to repay approximately $27,000
      owed to NTS Development  Company,  an affiliate of the General Partner for
      operating expenses (See Note 5 Related Party Transactions).






















































                                      - 9 -

<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 September 30 were as
follows:



                                                     1998          1997
                                                     ----          ----

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

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

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

Lakeshore Business Center Phase I (12%)               82%           99%

Lakeshore Business Center Phase II (12%)              86%           96%

University Business Center Phase II (12%)             88%           99%

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



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

Blankenbaker Business Center
1A (39%)                           $ 92,907   $ 91,554      $271,746   $274,697

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

Lakeshore Business Center
Phase I (12%)                      $ 39,520   $ 45,780      $144,317   $134,118

Lakeshore Business Center
Phase II (12%)                     $ 44,297   $ 43,921      $164,619   $130,577

University Business Center
Phase II (12%)                     $ 35,023   $ 21,770      $ 96,242   $ 53,816

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
---------------------------------

Sykes  HealthPlan  Service Bureau,  Inc.  (formerly known as Prudential  Service
Bureau,  Inc.) has leased 100% of  Blankenbaker  Business Center 1A through July
2005.  In addition to monthly  rent  payments,  Sykes  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 nine months ended September 30, 1998 as
compared to the same periods in 1997.

The  17%  decrease  in  occupancy  at  Lakeshore  Business  Center  Phase I from
September  30,  1997 to  September  30,  1998 can be  attributed  to nine tenant
move-outs  totaling  approximately  25,000 square feet.  Two of the nine tenants
vacated  prior to the end of the lease term.  The  write-off  of accrued  income
connected  with these leases was not  significant.  The remaining  seven tenants
vacated at the end of the lease term. The move-outs are partially offset by four
new leases  totaling  approximately  7,300  square  feet.  Average  occupancy at
Lakeshore  Business  Center Phase I decreased  from 98% (1997) to 81% (1998) for
the three  months  ended  September 30 and from 96% (1997) to 90% (1998) for the
nine month period. The increase in rental and other income at Lakeshore Business
Center Phase I for the nine months ended  September  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%).  The 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 nine  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  increases  in
rental and other  income for the nine month period are  partially  offset by the
decrease in average  occupancy.  The decrease in rental and other income for the
three months ended  September 30, 1998 as compared to the same period in 1997 is
primarily a result of the decrease in average occupancy.

As of September 30, 1998 Lakeshore Business Center Phase I has 3,049 square feet
of additional  space leased to a current tenant.  The tenant is expected to take
occupancy of the additional  space during the fourth quarter of 1998.  With this
expansion  the  business  center's  occupancy  should  improve  to 85%.  See the
Liquidity  and  Capital  Resources  Section of this item for the  tenant  finish
commitment related to this lease.

The 10%  decrease  in  occupancy  at  Lakeshore  Business  Center  Phase II from
September  30, 1997 to September 30, 1998 can be attributed to five tenant move-
outs totaling  approximately  19,000 square feet. The move-outs consist of three
tenants  (4,500 square feet) vacating prior to the end of the lease term. One of
the three tenants  (2,300 square feet) is continuing to pay rent through the end
of the lease term  (February  2000).  There was no write-off  of accrued  income
connected  with the other two leases.  One tenant (4,500 square feet) vacated at
the end of the lease term and one tenant negotiated a lease termination  (10,000
square feet - the 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
three new leases  totaling  approximately  10,000 square feet which  includes an
expansion  of  approximately  2,000  square  feet by the  largest  tenant in the
building  which  occupies  approximately  15% of the  building's  total rentable
square feet.  Average occupancy at Lakeshore  Business Center Phase II decreased
from 95%  (1997) to 90%  (1998)  for the three  months  ended  September  30 and
increased from 93% (1997) to 95% (1998) for the nine month period.  The increase
in rental and other  income at Lakeshore  Business  Center Phase II for the nine
months  ended  September  30, 1998 as compared to the same period in 1997 is due
primarily to the 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.  Rental and other income at Lakeshore  Business  Center Phase II
for the three months ended  September 30, 1998 as compared to the same period in
1997 remained fairly constant.

In the  opinion of the  General  Partner of the  Partnership,  the  decrease  in
occupancy  at  Lakeshore  Business  Center  Phases I and II is only a  temporary
fluctuation and does not represent a downward occupancy trend.

                                     - 11 -

<PAGE>



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

The 11%  decrease in  occupancy  at  University  Business  Center  Phase II from
September  30, 1997 to September  30, 1998 is the result of one of Philip Crosby
Associates,  Inc's  ("Crosby")  sub-tenants  (approximately  9,000  square feet)
vacating at the end of Crosby's lease term (March 31, 1998) and one tenant move-
out of approximately 3,700 square feet. The move-outs are partially offset by an
expansion  of  approximately  3,700  square  feet  by  one  of  Crosby's  former
subtenants, Full Sail Recorders,  Inc.("Full Sail"). 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 86% (1998) for
the three months ended  September 30 and decreased from 99% (1997) to 91% (1998)
for the nine month period. The increase in rental and other income at University
Business  Center  Phase II for the  nine  months  ended  September  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 nine month period
can also be attributed to two new leases that became  effective during 1998 at a
higher  rental  rate than the  sub-tenant  rate and an  increase  in common area
expense  reimbursements.  The increase in rental and other income at  University
Business  Center  Phase II for the three  months  ended  September  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 beginning the second quarter of 1998.

Crosby previously  leased 100% of University  Business Center Phase II, which is
owned by the 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,  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. 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 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 possible collection.  There have
been no funds  recovered  as a result of these  actions  during the nine  months
ended September 30, 1998 or 1997.

Current  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 nine months
ended  September  30,  1998 as  compared  to the  same  periods  in 1997 was not
significant.

The  decrease in  operating  expense for the three  months and nine months ended
September  30, 1998 as compared to the same periods in 1997 is due  primarily to
decreased exterior building  renovations at Blankenbaker  Business Center 1A and
decreased legal expenses at University Business Center Phase II. Fluctuations in

                                     - 12 -

<PAGE>



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

operating  expenses at Lakeshore  Business  Center  Phases I and II for both the
three month and nine month periods were not significant.

The  increase in  operating  expenses -  affiliated  for the nine  months  ended
September  30,  1998 as compared  to the same  period 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 the nine  month
period  were not  significant.  Operating  expenses -  affiliated  for the three
months ended  September 30, 1998 as compared to the same period in 1997 remained
fairly  constant.  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 nine  months  ended
September 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
interest at a fixed 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 and  professional  and  administrative  expenses for the three
months and nine months ended  September 30, 1998 as compared to the same periods
in 1997 remained fairly constant.

The decrease in professional  and  administrative  expenses - affiliated for the
three  months and nine months ended  September  30, 1998 as compared to the same
periods in 1997 is due  primarily to decreased  salary costs.  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
nine months ended  September 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  $(122,145) and $176,249 for the nine
months ended September 30, 1998 and 1997, respectively.  The Partnership has not
made any cash  distributions  since the quarter ended June 30, 1991. 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 September 30) were $51,231 and
$8,282 as of September 30, 1998 and 1997, respectively.

As of September 30, 1998, the  Blankenbaker  Business Center Joint Venture had a
mortgage  payable with an  insurance  company in the amount of  $3,603,474.  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 September 30, 1998 is  $1,389,499.  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.


                                     - 13 -

<PAGE>



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

As of September 30, 1998 the L/U II Joint Venture had three  mortgage loans with
an insurance  company.  The  outstanding  balances of the loans at September 30,
1998 were $5,350,902,  $5,128,872 and $4,973,452,  respectively,  for a total of
$15,453,226.  The loans are  recorded as a liability of the Joint  Venture.  The
Partnership's  proportionate  share  in the  loans  at  September  30,  1998 was
$672,608,  $644,699 and $625,164,  respectively,  for a total of $1,942,471. 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.

Subsequent  to  September  30,  1998,  the L/U II Joint  Venture  used  proceeds
received from the sale of University  Business  Center Phase II to repay in full
the $5,128,872 mortgage payable. See below for the details of this sale.

As of September 30, 1998,  the  Partnership  had a note 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.

Subsequent  to  September  30,  1998,  the  Partnership  used a  portion  of its
distribution  from the sale of  University  Business  Center Phase II to repay a
portion of this note payable. See below for the details of this sale.

The majority of the Partnership's cash flows for the nine months ended September
30,  1997  were  derived  from  operating   activities.   The  majority  of  the
Partnership's  cash flows for the nine  months  ended  September  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 flows 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 and the repayment of the mortgage payable which was secured
by University Business Center Phase II, as discussed below.

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. 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 nine  months  ended
September  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.







                                     - 14 -

<PAGE>



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

All divisions of NTS, the General Partner of the Partnership,  are reviewing the
effort  necessary to prepare our  information  systems (IT) and  non-information
technology  with embedded  technology  (ET) for the Year 2000.  The  information
technology  solutions have been addressed  separate from the Year 2000 since the
company saw the need to move to more advanced  management and accounting systems
made available by new technology and software  developments during the decade of
the 1990's.

The PILOT software system,  purchased in the early 1990's, needed to be replaced
by a windows based network system both for our headquarters  functions and other
locations.  The real estate accounting system developed,  sold, and supported by
the Yardi Company of Santa  Barbara,  California  has been selected to supercede
PILOT. The Yardi system is compatible with Year 2000 and beyond.  This system is
being  implemented with the help of third party  consultants and should be fully
operational by the third quarter of 1999. Our system for multi-family  apartment
locations was converted to GEAC's Power Site System  earlier in 1998 and is Year
2000 compliant.

The few remaining  systems not addressed by these conversions are being modified
by our in-house staff of programmers.  The Hewlett Packard 3000 system, used for
PILOT and custom applications, was purchased in 1997 and will be part of our new
network.  It will be retained as long as necessary to assure  smooth  operations
and has been upgraded to meet Year 2000 requirements.

All risks identified with information technology are believed to be addressed by
these plans.

The cost of these advances in our systems  technology is not all attributable to
the Year  2000  issue  since  we had  already  identified  the need to move to a
network  based system  regardless of the Year 2000.  The costs  involved will be
approximately $8,000 over 1998 and 1999. These costs include hardware, software,
internal staff and outside consultants.

NTS  property  management  staff has been  surveying  our  vendors  to  evaluate
embedded technology in our alarm systems,  HVAC controls,  telephone systems and
other  computer  associated  facilities.  In a few  cases,  equipment  is  being
replaced. In some cases circuitry is being upgraded.  The cost involved is still
being evaluated. There are no known significant risks that are currently without
solutions.  Management  anticipates that applications  involving ET will be Year
2000 compliant by the third quarter of fiscal year 1999.

We are also currently  addressing the Year 2000 readiness of third parties whose
business interruption could have a material negative impact on our business. All
significant  vendors and tenants have  indicated  that they will be compliant by
the end of 1999. Such assurances are being evaluated and documented.

Management has determined that at our current state of readiness,  the need does
not  presently  exist for a  contingency  plan. We will continue to evaluate the
need for such a plan.

Despite diligent preparation,  unanticipated  third-party failures, more general
public   infrastructure   failures  or  failure  to  successfully  conclude  our
remediation  efforts as planned  could  have a  material  adverse  impact on our
results  of  operations,  financial  conditions  and/or  cash  flows in 1999 and
beyond.

As of September 30, 1998, Lakeshore Business Center Phase I had a commitment for
approximately  $98,000  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 $12,000 or 12%. The project is expected to be
completed  during  the  fourth  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 September 30, 1998.





                                     - 15 -

<PAGE>



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

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 repurchased 5,000 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  1996 to September 30, 1998,  the  Partnership  has  repurchased a
total of 27,245 Units for $20,572.  The balance in the Reserve at September  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 September 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.

As of September  30, 1998,  the L/U II Joint Venture had 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 the land 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 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 September 8, 1998,  NTS-Properties V and the  Lakeshore/University II ("L/U")
Joint Venture,  affiliates of the General  Partner of the  Partnership,  entered
into a  contract  with  Silver  City  Properties,  Ltd.  ("the  Purchaser"),  an
affiliate of Full Sail Recorders, Inc. ("Full Sail"), for the sale of University
Business  Center Phases I and II office  buildings and Phase III vacant land for
an aggregate  purchase  price of $18,751,000  (specifically  the prices for each
property were  $9,776,000  for Phase I and Phase III, and  $8,975,000  for Phase
II).   University   Business   Center  Phase  I  and  Phase  III  are  owned  by
NTS-Properties  V.  University  Business  Center Phase II is owned by the L/U II
Joint Venture.  The Partnership owns a 12% interest in this joint venture.  Full
Sail  currently  occupies  28% and 83% of the net  rentable  area of  University
Business  Center Phases I and II,  respectively.  Concurrent with the signing of
the contracts,  the Purchaser  deposited  $50,000 into an escrow  account.  This
deposit will be applied to the purchase  price at closing.  The  Purchaser is to
close on the properties on or before  November 7, 1998. See below for additional
information.  The  contract  permits the  Purchaser  to defer the closing of the
purchase  of the Phase III vacant  land until the  18-month  anniversary  of the
closing on Phase I and II.

On October 6, 1998  pursuant to the contact  executed on September 8, 1998,  the
L/U II Joint Venture and NTS Properties V,  affiliates of the General Partner of
the  Partnership,  sold  University  Business  Center  Phases  I and  II  office
buildings to Silver City  Properties,  Ltd. ("the  Purchaser"),  an affiliate of
Full Sail  Recorders,  Inc.  ("Full Sail"),  for an aggregate  purchase price of
$17,950,000  ($8,975,000  for Phase I and $8,975,000  for Phase II).  University
Center Phase II was owned by the L/U II Joint  Venture of which the  Partnership
owns a 12% interest.  As of September 30, 1998, the carrying value of University
Business Center Phase II land and building was approximately  $7,300,000 and was
encumbered  by  a  mortgage  payable  of  $5,128,872   ($910,000  and  $644,699,
respectively,  are recorded on the accompanying balance sheet). Other net assets
and liabilities

                                     - 16 -

<PAGE>



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

associated  with this  property  included on the  accompanying  balance sheet at
September 30, 1998 were not significant. The gain associated with this sale will
be reflected in the fourth  quarter of 1998.  Portions of the proceeds from this
sale  were  immediately  used  to pay  the  remainder  of the  outstanding  debt
(including  interest and prepayment  penalties) of $10,468,000  ($4,633,000  for
Phase I and $5,835,000 for Phase II) on these  properties.  The Partnership will
use its share of the proceeds  from this sale for the  repayment of  Partnership
debt and operating  expenses.  As permitted by the  contract,  the Purchaser has
deferred  the  closing  of the  Phase  III  vacant  land for a  period  of up to
18-months after the closing date of Phase I and II.

During October 1998 the Partnership used a portion of its distribution  from the
sale of University  Business  Center Phase II to repay  $240,000 of the $350,000
loan obtained by the Partnership in January 1998. A portion of the  distribution
was also used to pay approximately  $27,000 owed to NTS Development  Company, an
affiliate of the General Partner for operating expenses.

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. 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.






                                     - 17 -

<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:

                  Form 8-K was filed  September  14,  1998 to report in Item 5 
                  that NTS- Properties V and the  Lakeshore/University II Joint 
                  Venture, affiliates of the General partner of the Partnership,
                  entered into two contracts with  Silver City  Properties, Ltd.
                  for the sale of University  Business  Center  Phases I and II 
                  office  buildings and the Phase III vacant land.

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

















































                                     - 18 -

<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: November 13, 1998
      



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