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, 1999
                               -------------------------------------------------

                                       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 the registrant as specified in its charter)


                  Florida                                61-1126478
---------------------------------                 ------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)


   10172 Linn Station Road
       Louisville, KY                                    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
                             with since last report.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by the 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
                                -----------------


                                     PART I


Item 1.  Financial Statements                                              Pages
                                                                           -----

                  Balance Sheets and Statement of Partners' Equity
                           as of September 30, 1999 and December 31, 1998      3

                  Statements of Operations
                           For the three months and nine months ended
                           September 30, 1999 and 1998                         4

                  Statements of Cash Flows
                           For the nine months ended September 30, 1999
                           and 1998                                            5

                  Notes to Financial Statements                              6-9

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

Item 3.  Quantitative and Qualitative Disclosures About
                           Market Risk                                        17


                                     PART II

Item 1.  Legal Proceedings                                                    18
Item 2.  Changes in Securities                                                18
Item 3.  Defaults Upon Senior Securities                                      18
Item 4.  Submission of Matters to a Vote of Security Holders                  18
Item 5.  Other Information                                                    18
Item 6.  Exhibits and Reports on Form 8-K                                     18

Signatures                                                                    19


                                       2

<PAGE>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
         --------------------
<TABLE>
                            NTS-PROPERTIES PLUS, LTD.
                            -------------------------

                BALANCE SHEETS AND STATEMENTS OF PARTNERS' EQUITY
                -------------------------------------------------
<CAPTION>
                                                                        As of                              As of


ASSETS
------
<S>                                            <C>            <C>
Cash and equivalents                           $   186,263    $    53,634
Cash and equivalents - restricted                   58,286         24,258
Accounts receivable                                  6,020         14,857
Land, buildings and amenities, net               1,421,043      2,040,099
Deferred leasing commissions                        91,748        105,802
Other assets                                        44,031         58,243
                                                -----------    -----------
Total assets                                   $ 1,807,391    $ 2,296,893
                                                ===========    ===========
LIABILITIES AND PARTNERS' EQUITY
--------------------------------

Mortgages and notes payable                    $ 2,215,137    $ 2,739,066
Accounts payable                                    95,799         74,664
Security deposits                                   11,873         15,231
Other liabilities                                   74,185         35,406
                                                -----------    -----------
                                                 2,396,994      2,864,367


Partners' equity                                  (589,603)      (567,474)
                                                -----------    -----------

                                               $ 1,807,391    $ 2,296,893
                                                ===========    ===========
</TABLE>
<TABLE>
<CAPTION>

                                                        Limited                    General
                                                        -------                    -------
PARTNERS' EQUITY
----------------
<S>                                       <C>             <C>             <C>
Capital contributions, net of
 offering costs                           $ 11,784,521    $        100    $ 11,784,621
Net income (loss) - prior years            (10,164,657)       (102,673)    (10,267,330)
Net loss - current year                         (7,302)            (74)         (7,376)
Cash distributions to partners to date      (2,038,520)        (20,592)     (2,059,112)
Repurchase of limited partnership Units        (40,406)           --           (40,406)
                                           ------------    ------------    ------------
Balances at September 30, 1999            $   (466,364)   $   (123,239)   $   (589,603)
                                           ============    ============    ============
</TABLE>
* Reference  is made to the  audited  financial  statements  in the Form 10-K as
filed with the Commission on April 1, 1999.

                                       3

<PAGE>
<TABLE>
                            NTS-PROPERTIES PLUS, LTD.
                            -------------------------

                            STATEMENTS OF OPERATIONS
                            ------------------------
<CAPTION>

                                     Three Months Ended        Nine Months Ended
                                        September 30,            September 30,
                                        -------------            -------------
                                       1999        1998        1999         1998
                                       ----        ----        ----         ----
REVENUES:
---------
<S>                                <C>          <C>         <C>          <C>
Rental income                      $ 143,233    $ 211,293   $ 501,888    $ 675,062
Gain on sale of assets                 7,925         --         7,925         --
Interest and other income              4,189          553       6,851        2,429
                                   ---------    ---------   ---------    ---------

                                     155,347      211,846     516,664      677,491
EXPENSES:
---------
Operating expenses                    23,315       33,198      74,154       97,557
Operating expenses - affiliated       11,532       16,140      42,870       48,243
Interest expense                      47,088       77,726     160,194      236,281
Management fees                        8,701       12,909      29,927       41,698
Real estate taxes                     12,895       18,803      46,490       57,149
Professional and administrative
expenses                              20,108       11,670      53,329       36,668
Professional and administrative
expenses - affiliated                 13,405        7,276      33,695       35,796
Depreciation and amortization         24,062       22,600      83,381       77,603
                                   ---------    ---------   ---------    ---------

                                     161,106      200,322     524,040      630,995
                                   ---------    ---------   ---------    ---------

Net income (loss)                  $  (5,759)   $  11,524   $  (7,376)   $  46,496
                                   =========    =========   =========    =========

Net income (loss) allocated to
the limited partners               $  (5,701)   $  11,409   $  (7,302)   $  46,031
                                   =========    =========   =========    =========


Net income (loss) per limited
partnership Unit                   $   (0.01)   $    0.02   $   (0.01)   $    0.07
                                   =========    =========   =========    =========

Weighted average number of units     646,600      658,402     652,851      661,113
                                   =========    =========   =========    =========
</TABLE>

                                        4

<PAGE>

<TABLE>
                            NTS-PROPERTIES PLUS, LTD.
                            -------------------------

                            STATEMENTS OF CASH FLOWS
                            ------------------------
<CAPTION>
                                      Nine Months Ended September 30,
                                      -------------------------------
                                            1999         1998
                                            ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES*
-------------------------------------
<S>                                     <C>          <C>
Net income (loss)                       $  (7,376)   $  46,496
Adjustments to reconcile net income
 (loss) to net cash provided by
 (used in) operating activities:
  Depreciation and amortization            83,381       77,603
  Loss on sale of assets                       56         --
  Changes in assets and liabilities:
  Cash and equivalents - restricted       (34,028)     (68,574)
  Accounts receivable                       8,837       20,258
  Deferred leasing commissions             14,054       12,879
  Other assets                             14,211       (3,132)
  Accounts payable - operations            21,135     (272,722)
  Security deposits                        (3,358)       4,183
  Other liabilities                        32,242       60,864
                                         ---------    ---------

Net cash provided by (used in)
 operating activities                     129,154     (122,145)

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
Additions to land, buildings and
 amenities                                (34,451)     (15,476)
Sale of land, buildings and amenities      31,323         --
Change in ownership of Joint Venture
 (Note 8)                                 138,194         --
                                         ---------    ---------
Net cash provided by (used in)
 investing activities                     135,066      (15,476)
                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Principal payments on mortgages and
 notes payable                           (171,361)    (196,088)
Increase in notes payable                  54,527      350,000
Repurchase of limited partnership
Units                                     (14,757)      (5,000)
                                         ---------    ---------
Net cash provided by (used in)
financing activities                     (131,591)     148,912
                                         ---------    ---------
Net increase in cash and equivalents      132,629       11,291
                                         ---------    ---------

CASH AND EQUIVALENTS, beginning of
 period                                    53,634       39,940
                                         ---------    ---------

CASH AND EQUIVALENTS, end of period     $ 186,263    $  51,231
                                         =========    =========

Interest paid on a cash basis           $ 151,965    $ 237,264
                                         =========    =========
</TABLE>


*Cash flows from Operating  Activities excludes the effects of the change in the
 Partnership's percentage ownership in the L/U II Joint Venture (Note 8).

                                       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  1998 Form 10-K as filed with the Commission
on April 1, 1999. In the opinion of the General Partner,  all adjustments  (only
consisting of normal recurring  accruals) necessary for a fair presentation have
been made to the accompanying financial statements for the three months and nine
months ended September 30, 1999 and 1998.

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

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principals  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.   Concentration of Credit Risk
     ----------------------------

     NTS-Properties Plus,  Ltd.  has  joint  venture  investments  in commercial
     properties   in   Kentucky  (Louisville)  and   Florida  (Ft.  Lauderdale).
     Substantially  all  of  the tenants are local  businesses or are businesses
     which have operations in the location in which they lease space.

     During  the first  quarter of 1999,  SHPS,  Inc.,  formerly  known as Sykes
     Health Plan Services,  Inc.,  announced its  intentions to consolidate  its
     operations  and to build its corporate  headquarters  in Jefferson  County,
     Kentucky.  One of  SHPS,  Inc's  operations,  Sykes,  is  already  based in
     Louisville,  Kentucky.  Sykes occupies 100% of Blankenbaker Business Center
     1A.  Due  to  the  expansion  of  SHPS,  Inc's  headquarters,   it  is  the
     Partnership's  understanding that SHPS, Inc. does not intend to continue to
     occupy the space at Blankenbaker Business Center 1A through the duration of
     its lease term, which expires in July 2005.

3.   Cash and Equivalents - Restricted
     ---------------------------------

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

4.   Interest Repurchase Reserve
     ---------------------------

     Pursuant  to  Section  16.4  of  the  Partnership's  Amended  and  Restated
     Agreement of Limited Partnership,  the Partnership  established an Interest
     Repurchase  Reserve in 1996. During the years ended December 31, 1998, 1997
     and 1996, the Partnership funded $5,000, $0, and $15,572,  respectively, to
     the  reserve.  During  the  nine  months  ending  September  30,  1999  the
     Partnership  funded an additional  $15,000 to the reserve.  On February 17,
     1997,  the  repurchase of partnership  Units was  temporarily  suspended in
     order to conserve cash. This step was taken until it was clear that, in the
     General Partner's opinion,  the Partnership had the necessary cash reserves
     to meet  future  leasing  and  tenant  finish  costs and had  rebuilt  cash
     reserves to meet the ongoing needs of the  Partnership.  Through  September
     30,  1999,  the  Partnership  has  repurchased  42,002 Units for $35,329 at
     prices  ranging from $0.70 to $1.00 per Unit.  The offering  price per Unit
     was established by the General Partner in its sole discretion and

                                       6

<PAGE>

4.   Interest Repurchase Reserve - Continued
     ---------------------------------------

     does not purport to represent the fair market value or liquidation value of
     the  Units.  The  balance  in the  reserve  at  September  30,  1999 is $0.
     Repurchased  Units are  retired by the  Partnership,  thus  increasing  the
     percentage of ownership of each remaining investor. The Interest Repurchase
     Reserve was funded from cash reserves.

5.   Mortgages and Notes Payable
     ---------------------------

     Mortgages and notes payable consist of the following:


                                                    September 30,   December 31,
                                                        1999           1998
                                                        ----           ----
       Mortgage  payable to an insurance  company,
       bearing interest at a fixed rate  of  8.5%,
       due November 15, 2005, secured by land  and
       buildings.                                     $1,242,725     $1,352,832

       Mortgage  payable to an insurance  company,
       bearing interest at a fixed rate of 8.125%,
       due August 1, 2008,  secured  by  land  and
       buildings.                                        418,710        661,446

       Mortgage  payable to an insurance  company,
       bearing interest at a fixed rate of 8.125%,
       due August 1, 2008,  secured  by  land  and
       buildings.                                        389,175        614,788

       Note payable  to a bank,  bearing  interest
       at a fixed rate of  8.5%, due  January  29,
       2000, collateral provided by NTS  Financial
       Partnership,an affiliate of NTS Development
       Company.                                          164,527        110,000
                                                       ----------     ----------

                                                      $2,215,137     $2,739,066
                                                       ==========     ==========

     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 $2,121,018.

6.   Basis of Property
     -----------------

     Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for
     the  Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to be
     Disposed Of," specifies  circumstances in which certain  long-lived  assets
     must be reviewed for impairment. If such review indicates that the carrying
     amount of an asset exceeds the sum of its expected  future cash flows,  the
     asset's  carrying  value  must  be  written  down  to  fair  market  value.
     Application  of this standard  during the periods ended  September 30, 1999
     and 1998 did not result in an impairment loss.

                                       7

<PAGE>

7.   Related Party Transactions
     --------------------------

     Property  management  fees of $8,701 and  $29,927  (1999) and  $12,909  and
     $41,698 (1998) were paid to NTS  Development  Company,  an affiliate of the
     General Partner of the Partnership, during the three months and nine months
     ended  September 30. 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 $644 and $1,123 as repair and maintenance fees
     during the three months and nine months ended  September 30, 1999, and $405
     and $590 during the three months and nine months ended  September 30, 1998,
     and has capitalized these costs as part of land, buildings and amenities.

     As  permitted  by an  agreement,  the  Partnership  was  also  charged  the
     following  amounts  from NTS  Development  Company for the three months and
     nine months ended September 30, 1999 and 1998.  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.



                             Three Months Ended          Nine Months Ended
                                September 30,               September 30,
                                -------------               -------------
                              1999          1998         1999          1998
                              ----          ----         ----          ----
         Administrative    $ 16,694      $  9,508     $ 42,562      $ 42,575
         Leasing              5,462         4,525       20,358        15,449
         Property Manager     7,916        10,621       23,182        31,658
         Other               (1,904)          996          611         1,989
                            --------      --------     --------       -------

                           $ 28,168      $ 25,650     $ 86,713      $ 91,671
                            ========      ========     ========       =======

     Accounts payable - operations  includes  approximately  $47,534 and $16,600
     due to NTS Development Company on September 30, 1999 and December 31, 1998,
     respectively.  NTS  Development  Company (the  Company) has agreed to defer
     amounts  owed to it by the  Partnership  as of December  31, 1998 and those
     amounts  that will accrue  during the fiscal  year 1999  through the period
     ending January 1, 2000. In addition, the Company will provide the financial
     support necessary for the Partnership to pay its  non-affiliated  operating
     expenses  as they come due  during  the  period  ending  January  1,  2000.
     Management believes the Company has the financial resources to fulfill that
     commitment.  There can be no  assurances  that this level of  support  will
     continue past January 1, 2000.

8.   Transactions  Affecting  the  Investment  in  Lakeshore/University II Joint
     ---------------------------------------------------------------------------
     Venture
     -------

     On  July  1,  1999,   NTS-Properties   V  contributed   $1,737,000  to  the
     Lakeshore/University  II Joint  Venture (L/U II Joint  Venture).  The other
     partners in the Joint Venture,  including NTS-Properties Plus, did not make
     capital contributions at that time. Accordingly,  the ownership percentages
     of the other  partners in the Joint Venture  decreased.  Effective  July 1,
     1999,  NTS-Properties Plus' percentage of ownership in the Joint Venture is
     8.40%, as compared to 12.57% prior to July 1, 1999.

     On July 23, 1999,  the L/U II Joint Venture closed on the sale of 2.4 acres
     of land adjacent to the Lakeshore  Business  Center for a purchase price of
     $528,405.  The Partnership expects to use the net proceeds from the sale of
     the land to help fund the construction of Lakeshore Business Center III.

                                       8

<PAGE>

9.   Segment Reporting
     -----------------

     The  Partnership  adopted SFAS No. 131,  "Disclosures  About Segments of an
     Enterprise  and Related  Information,"  during the fourth  quarter of 1998.
     SFAS  No.  131  established   standards  for  reporting  information  about
     operating  segments in annual  financial  statements and requires  selected
     information about operating segments in interim financial reports issued to
     limited  partners.  Operating  segments  are  defined as  components  of an
     enterprise about which separate financial  information is available that is
     evaluated  regularly by the chief  operating  decision  maker,  or decision
     making  group,  in deciding  how to  allocate  resources  and in  assessing
     performance.  The  standard  also allows  entities to  aggregate  operating
     segments  into a single  segment if the segments are similar in each of the
     six criteria set forth in SFAS No. 131. The  Partnership's  chief operating
     decision maker is the General Partner.  The Company's  reportable operating
     segments include only one segment - Commercial Real Estate Operations.


                                       9

<PAGE>

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

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  ("MD&A") is  structured  in four major  sections.  The first section
provides  information  related to  occupancy  levels and rental and other income
generated  by the  Partnership's  properties.  The  second  analyzes  results of
operations on a consolidated basis. The final sections address consolidated cash
flows and  financial  condition.  A  discussion  of  certain  market  risks also
follows.  MD&A should be read in  conjunction  with the financial  statements in
Item 1, and the cautionary statements below.

Cautionary Statements
---------------------

Some  of  the  statements  included  in  this  Item 2 may  be  considered  to be
"forward-looking  statements" since such statements relate 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 MD&A, or elsewhere in this report,
which reflect  management'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, payment 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.

                                       10

<PAGE>

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

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


                                                         1999 (1)          1998
                                                         --------          ----
    Property owned in Joint Venture with NTS-Properties
    ---------------------------------------------------
    IV and NTS-Properties VII,  Ltd.  (Ownership  %  at
    ---------------------------------------------------
    September 30, 1999)
    -------------------

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

    Properties  owned  through  Lakeshore/University II
    ---------------------------------------------------
    Joint Venture (L/U II Joint Venture)
    ------------------------------------

    Lakeshore Business Center Phase I (2)(3)               74%              82%
    Lakeshore Business Center Phase II (3)                 86%              86%
    University Business Center Phase II (4)                N/A              88%

(1) Current  occupancy levels are considered  adequate to continue the operation
    of the Partnership's properties.

(2) In the opinion of the General partner of  the  Partnership,  the decrease in
    period ending  occupancy is  only  a  temporary  fluctuation  and  does  not
    represent a permanent downward occupancy trend.

(3) Ownership percentage was 12% as of September 30, 1998 and 8% as of September
    30, 1999.  See Note 8.

(4) Ownership  percentage as of  September 30, 1998 was 12%. On October 6, 1998,
    University  Business  Center Phase II was sold.

Average occupancy levels at the Partnership's properties during the three months
and nine months ended September 30 were as follows:
<TABLE>
<CAPTION>
                                                        Three Months Ended      Nine Months Ended
                                                           September 30,          September 30,
                                                       -------------------      ------------------
                                                        1999          1998      1999          1998
                                                        ----          ----      ----          ----
    Property owned in Joint Venture with NTS-Properties
    ---------------------------------------------------
    IV and NTS-Properties VII,  Ltd.  (Ownership  %  at
    ---------------------------------------------------
    September 30, 1999)
    ---------------------
<S>                                                     <C>           <C>       <C>          <C>
    Blankenbaker Business Center 1A (39%)               100%          100%      100%         100%

    Properties owned  through  Lakeshore/University  II
    ---------------------------------------------------
    Joint Venture (L/U II Joint Venture)
    ------------------------------------

    Lakeshore Business Center Phase I (1)(2)             73%           81%       75%          90%
    Lakeshore Business Center Phase II (1)(2)            86%           90%       86%          95%
    University Business Center Phase II (3)              N/A           86%       N/A          91%
</TABLE>
(1)   In  the  opinion  of   the  General   Partner  of   the  Partnership,  the
      decrease  in  average  occupancy  is  only  a  temporary  fluctuation  and
      does not represent a permanent downward occupancy trend.

(2)   Ownership  percentage  was  12%  as  of  September 30, 1999  and  8% as of
      September 30, 1999.  See Note 8.

(3)   Ownership percentage as of September 30, 1998 was 12%. On October 6, 1998,
      University Business Center Phase II was sold.

                                       11

<PAGE>

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

The rental and other income  generated by the  Partnership's  properties for the
three months and nine months ended September 30, 1999 and 1998 were a follows:

                                          Three Months Ended  Nine Months Ended
                                            September 30,        September 30,
                                            -------------        -------------
                                            1999     1998       1999      1998
                                            ----     ----       ----      ----
    Property  owned in Joint Venture with
    -------------------------------------
    NTS-Properties IV and  NTS-Properties
    -------------------------------------
    VII, Ltd. (Ownership %  at  September
    -------------------------------------
    30, 1999)
    ---------

    Blankenbaker Business Center 1A (39%)   $89,278  $92,907  $275,093  $271,746

    Properties  owned  through  Lakeshore
    -------------------------------------
    /University II Joint Venture (L/U  II
    -------------------------------------
    Joint Venture)
    --------------

    Lakeshore Business Center Phase I (1)   $25,013  $39,520  $109,279  $144,317
    Lakeshore Business Center Phase II (1)  $27,963  $44,297  $118,954  $164,619
    University Business Center Phase II (2)    N/A   $35,023    N/A     $ 96,242

(1)        Represents  ownership  percentage  of 12% for the nine  months  ended
           September  30, 1998.  Ownership  percentage is 12% for the six months
           ended June 30, 1999 and 8% for the three months ended  September  30,
           1999.

(2)        Represents ownership percentage of 12% as of September 30, 1998.   On
           October 6, 1998, University Business Center Phase II was sold.

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

The following is an analysis of material  changes in results of  operations  for
the  periods  ending  September  30,  1999 and 1998.  Items  that did not have a
material  impact on operations for the periods listed above have been eliminated
from this discussion.

Rental and other income decreased  approximately  $56,000 or 27% and $161,000 or
24%,  respectively,  for the three  months and nine months ended  September  30,
1999, as compared to the same periods in 1998.  Contributing  to the decrease is
the sale of  University  Business  Center Phase II in October  1998.  University
Business  Center  Phase  II  accounted  for  approximately  16%  and  14% of the
Partnership's rental and other income for the three months and nine months ended
September  30,  1998,  respectively.  The  decrease is also due to  decreases in
average  occupancy  at  Lakeshore  Business  Center  Phases  I and II,  and to a
decrease in ownership of the  Lakeshore/University II Joint Venture, as a result
of a capital  contribution made by NTS-Properties V to the Joint Venture on July
1, 1999,  (see Note 8 to the Financial  Statements).  Partially  offsetting  the
decreases  in  income  is a gain on the sale of the  Tract 12 land  owned by the
Lakeshore/University  II Joint Venture of approximately $94,000.  NTS-Properties
Plus' share of the gain is approximately $7,900.

Period ending occupancy percentages represent occupancy only on a specific date;
therefore, the above analysis considers average occupancy percentages, which are
representative of the entire period's results.

                                       12

<PAGE>

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

In cases of tenants who cease making rental  payments or abandon the premises in
breach of the lease terms, the Partnership pursues collection through the use of
collection agencies or 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 and nine months ended September 30, 1999 or 1998.

Operating expenses decreased approximately $10,000 or 29% and $23,000 or 23% for
the three months and nine months ended  September  30, 1999,  as compared to the
same periods in 1998,  due primarily to the sale of University  Business  Center
Phase II in October  1998 and  decreased  walkway  renovations  at  Blankenbaker
Business Center 1A.

Operating expenses - affiliated decreased approximately $4,600 or 29% and $5,400
or 11% for the three  months  and nine  months  ended  September  30,  1999,  as
compared to the same periods in 1998,  due  primarily to the sale of  University
Business  Center Phase II in October 1998.  Operating  expenses - affiliated are
expenses for services  performed by  employees of NTS  Development  Company,  an
affiliate of the General Partner of the Partnership.

Interest expense decreased  approximately  $30,600 or 39% and $76,000 or 32% for
the three  months and nine months  ended  September  30, 1999 as compared to the
same  periods  in 1998 as a result  of the  reduction  in debt  from the sale of
University  Business Center Phase II in October 1998 and from regular  principal
payments on the remaining  Joint Venture debt. The decrease is partially  offset
by interest incurred on the loan that the Partnership  obtained in January 1998,
which bears  interest at 8.5%.  The balance on the note payable was $164,527 and
$110,000, as of September 30, 1999 and December 31, 1998, respectively.

Management  Fees are  calculated as a percentage of cash  collections;  however,
revenue  for  reporting  purposes  is on the  accrual  basis.  As a result,  the
fluctuations  of revenues  between  periods may differ from the  fluctuations of
management  fee expenses.  For the three months and nine months ended  September
30, 1999,  as compared to the same periods in 1998,  management  fees  decreased
approximately $4,200 or 33% and $12,000 or 28%,  respectively.  The decrease for
these periods is primarily the result of the sale of University  Business Center
Phase II in October 1998.

Real estate taxes decreased  approximately  $6,000 or 31% and $11,000 or 19% for
the three months and nine months ended  September  30, 1999,  as compared to the
same periods in 1998,  primarily as a result of the sale of University  Business
Center Phase II in October 1998.

Also  contributing  to all of the  decreases  discussed  above is a decrease  in
ownership of the  Lakeshore/University  II Joint Venture effective July 1, 1999.
See Note 8 for details of a capital  contribution  made to the Joint  Venture by
NTS-Properties V affecting the change in ownership.

Professional and administrative  expenses increased  approximately $8,400 or 72%
and $16,700 or 45% for the three  months and nine  months  ended  September  30,
1999,  as  compared  to the same  periods  in  1998,  primarily  as a result  of
increased legal and outside accounting fees.  Partially  offsetting the increase
is the  decrease  in  ownership  of the  Lakeshore/University  II Joint  Venture
discussed above.

                                       13

<PAGE>

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

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 $5,809,884.

Consolidated Cash Flows and Financial Condition
-----------------------------------------------

In the next 12 months, the Partnership expects the demand on future liquidity to
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.
NTS Development  Company (the Company) has agreed to defer amounts owed to it by
the  Partnership  as of December 31, 1998 through the period  ending  January 1,
2000. In addition,  the Company will provide the financial support necessary for
the Partnership to pay its  non-affiliated  operating  expenses as they come due
during the period ending January 1, 2000. Management of the Company believes the
Company has the financial resources to fulfill that commitment.  There can be no
assurances  this level of support from the Company will continue past January 1,
2000.

Cash flows provided by (used in):

                                                   1999                1998
                                                   ----                ----
                  Operating activities        $   129,154         $  (122,145)

                  Investing activities            135,066             (15,476)

                  Financing activities           (131,591)            148,912
                                               -----------          ----------

                  Net increase in cash and
                  equivalents                 $   132,629         $    11,291
                                               ===========          ==========

Net cash provided by operating activities increased  approximately  $251,000 for
the nine months ended  September  30,  1999,  as compared too the same period in
1998.  This  increase was  primarily  driven by changes in the level of accounts
payable, offset partially by reduced net income.

Net cash (used in)  provided by investing  activities  for the nine months ended
September  30,  1999 and 1998 was  $135,066  and  $(15,476),  respectively.  The
primary  reason for the increase in funds provided in 1999, as compared to 1998,
is the  inclusion in this section of the positive net effect on cash flow of the
change in the Partnership's ownership percentage of the  Lakeshore/University II
Joint Venture as described in Note 8 to the Financial Statements.

Net cash (used in)  provided by  financing  activities  totaled  $(131,591)  and
$148,912 for the nine months ended  September  30, 1999 and 1998,  respectively.
The net cash  provided  by  financing  activities  in 1998 was the  result  of a
$350,000  loan  obtained  by the  Partnership  in January  1998 and is offset by
principal  payments on mortgages payable and funds restricted for the repurchase
of limited partnership Units. The net cash used financing  activities in 1999 is
the result of principal  payments on mortgages  payable and funds restricted for
the repurchase of limited  partnership  Units. This activity is partially offset
by an increase in the note  payable as a result of an  extension of the due date
from January 29, 1999 to January 29, 2000. The principal  amount of the note was
increased in order to cover interest owed as of the original  maturity date. The
Partnership also received an additional $30,000 on the note in May 1999.

                                       14

<PAGE>

Consolidated Cash Flows and Financial Condition - Continued
-----------------------------------------------------------

The  Partnership  has not made any cash  distributions  since the quarter  ended
September  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 other capital
improvements.  Cash reserves  (which are  unrestricted  cash and  equivalents as
shown  on the  Partnership's  balance  sheet)  as of  September  30,  1999  were
$186,263.

Due to the fact that no  distributions  were made during the three  months ended
September  30,  1999 or 1998,  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.

Currently,  the  Partnership's  plans for  renovations  and other major  capital
expenditures  include tenant  improvements  at the  Partnership's  properties as
required by lease negotiations, and beginning construction on Lakeshore Business
Center  Phase III as  described  later in this  discussion.  Changes  to current
tenant  finish  improvements  are a  typical  part  of  any  lease  negotiation.
Improvements  generally  include  a  revision  to  the  current  floor  plan  to
accommodate a tenant's needs, new carpeting and paint and/or wall covering.  The
extent and costs of the  improvements  are  determined  by the size of the space
being  leased and  whether  the  improvements  are for a new tenant or  incurred
because of a lease  renewal.  The tenant finish  improvements  will be funded by
cash flow from operations and cash reserves.

The  Partnership  has  no  material   commitments  for  renovations  or  capital
improvements as of September 30, 1999.

Pursuant to Section 16.4 of the Partnership's  Amended and Restated Agreement of
Limited Partnership,  the Partnership established an Interest Repurchase Reserve
in  1996.  During  the  years  ended  December  31,  1998,  1997 and  1996,  the
Partnership has funded $5,000, $0, and $15,572, respectively, to the reserve.

During the nine months ended  September  30,  1999,  the  Partnership  funded an
additional  $15,000 to the  reserve.  On February 17, 1997,  the  repurchase  of
Partnership Units was temporarily suspended in order to conserve cash. This step
was  taken  until it was clear  that,  in the  General  Partner's  opinion,  the
Partnership  had the necessary  cash reserves to meet future  leasing and tenant
finish  costs and had rebuilt  cash  reserves  to meet the ongoing  needs of the
Partnership.  Through September 30, 1999, the Partnership has repurchased 42,002
Units for $35,329 at a price ranging from $0.70 to $1.00 per Unit.  The offering
price per Unit was established by the General partner in its sole discretion and
does not purport to  represent  fair market  value or  liquidation  value of the
Units. The balance in the reserve at September 30, 1999 was $0.

On July 23, 1999,  the L/U II Joint  Venture  closed on the sale of 2.4 acres of
land adjacent to the Lakeshore Business Center for a purchase price of $528,405.
The  Partnership  has an 8.40%  interest in the Joint Venture.  The  Partnership
expects  to use the net  proceeds  from the  sale of the  land to help  fund the
construction of Lakeshore Business Center III as described below.

                                       15

<PAGE>

Consolidated Cash Flows and Financial Condition - Continued
-----------------------------------------------------------

As of September 30, 1999, the L/U II Joint Venture  intends to use the remaining
3.8 acres of the land it owns at the Lakeshore  Business  Center  development to
construct Lakeshore Business Center Phase III. Construction is expected to begin
during the fourth quarter of 1999. The construction cost is currently  estimated
to  be  $4,000,000   and  will  be  funded  by  a  capital   contribution   from
NTS-Properties V and debt financing.  Construction  will not begin until, in the
opinion of the General Partners, financing on favorable terms has been obtained.
On July 1, 1999,  NTS-Properties V contributed  capital of $1,737,000 to the L/U
II Joint Venture for the construction of Lakeshore Business Center Phase III. At
that time,  the  Partnership  and  NTS-Properties  IV were not in a position  to
contribute  additional  capital  required  for  the  construction  of  Lakeshore
Business Center Phase III. The  Partnership,  together with  NTS-Properties  IV,
agreed that  NTS-Properties  V would make a capital  contribution  to the L/U II
Joint Venture with the knowledge that their Joint Venture  interests would, as a
result,  decrease.  Effective July 1, 1999,  NTS-Properties  Plus' percentage of
ownership in the Joint Venture is 8.40%,  as compared to 12.57% prior to July 1,
1999.

The following  describes the efforts being taken by the  Partnership to increase
the occupancy  levels at the  Partnership's  properties.  At Lakeshore  Business
Center  Phases I and 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.

During the first quarter of 1999, SHPS, Inc., formerly known a Sykes Health Plan
Services,  Inc.,  announced its intentions to consolidate  its operations and to
build its corporate  headquarters in Jefferson  County,  Kentucky.  One of SHPS,
Inc's  operations,  Sykes,  is  already  based in  Louisville,  Kentucky.  Sykes
occupies 100% of Blankenbaker  Business Center 1A. Due to the expansion of SHPS,
Inc's headquarters, it is the Partnership's understanding,  that SHPS, Inc. does
not intend to continue to occupy the space at  Blankenbaker  Business  Center 1A
through the duration of its lease term, which expires in July 2005.

The  Partnership's  proportionate  share of the rental income from this property
accounted for approximately  53% of the  Partnership's  rent revenues during the
nine months ended September 30, 1999. The Partnership has not yet determined the
effect,  if any, on the Partnership's  operations,  given the fact that Sykes is
under  lease  until July 2005 and no  official  notice of  termination  has been
received.

Leases at the Partnership's  properties provide for tenants to contribute toward
the payment of  increases  in 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.

Year 2000
---------

All divisions of NTS Corporation,  including NTS-Properties Plus Associates, the
General  Partner of the  Partnership,  are  reviewing  the effort  necessary  to
prepare  NTS'  information  systems  (IT) and  non-information  technology  with
embedded technology (ET) for the Year 2000. The information technology solutions
have been addressed  separately for the Year 2000 since the  Partnership 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.

                                       16

<PAGE>

Year 2000 - Continued
---------------------

The PILOT software system, purchased in the early 1990's, is being replaced by a
Windows  based  network  system both for NTS'  headquarters  functions and other
locations.  The real estate accounting system developed,  sold, and supported by
the Yardi Company of Santa Barbara,  California  will replace  PILOT.  The Yardi
system has been tested as 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 fourth quarter of 1999.

NTS' in-house staff of  programmers  is modifying the few remaining  systems not
addressed by these conversions.  The Hewlett Packard 3000 system,  used by PILOT
and  custom  applications,  was  purchased  in 1997  and will be part of the 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 costs of these advances in NTS' systems  technology are not all attributable
to the Year 2000 issue  since NTS had already  identified  the need to move to a
network based system regardless of the Year 2000. The Partnership's share of the
costs involved will be approximately  $6,500 during 1999. Costs incurred through
December  31, 1998 were  approximately  $1,500.  These costs  include  primarily
purchase, lease and maintenance of hardware and software.

NTS'  property  management  staff has been  surveying  its  vendors to  evaluate
embedded technology in its 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 during the fourth quarter of 1999.

NTS is also currently  addressing the Year 2000 readiness of third parties whose
business interruption could have a material negative impact on its 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 the current state of readiness,  the need does
not presently  exist for a contingency  plan.  NTS will continue to evaluate the
need for such a plan.

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

Our primary  market risk  exposure  with  regards to  financial  instruments  is
changes in interest  rates.  All of the  Partnership's  debt bears interest at a
fixed rate. At September 30, 1999, a  hypothetical  100 basis point  increase in
interest  rates would  result in an  approximate  $130,000  increase in the fair
value of debt.

                                       17

<PAGE>

PART II. OTHER INFORMATION

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

         None.

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

         Mr. Richard Good, who was the Vice Chairman and former President of NTS
         Capital Corporation  and  NTS  Development   Company, retired effective
         September 3, 1999.

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

         (a)          Exhibits

                      Exhibit 27. Financial Data Schedule

         (b)          Reports of Form 8-K

                      None.

Items 1,2 and 4 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,  the  Registrant  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/ Gregory A. Wells
                                               --------------------
                                               Gregory A. Wells
                                               Senior Vice President of
                                               NTS Capital Corporation


Date: November 12, 1999


                                       19
<PAGE>