<PAGE>



                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark one)

[x]                   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended               March 31, 1997
                               
                                       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 16
Total Pages: 17



<PAGE>



                                TABLE OF CONTENTS


                                                                          Pages

                                     PART I

Item 1.       Financial Statements

              Balance Sheets and Statement of Partners' Equity
                As of March 31, 1997 and December 31, 1996                    3

              Statements of Operations
                For the three months ended March 31, 1997 and 1996            4

              Statements of Cash Flows
                For the three months ended March 31, 1997 and 1996            5

              Notes To Financial Statements                                 6-8

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations                          9-15


                                     PART II

1.     Legal Proceedings                                                     16
2.     Changes in Securities                                                 16
3.     Defaults upon Senior Securities                                       16
4.     Submission of Matters to a Vote of Security Holders                   16
5.     Other Information                                                     16
6.     Exhibits and Reports on Form 8-K                                      16

Signatures                                                                   17


                                      - 2 -

<PAGE>

<TABLE>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                            NTS-PROPERTIES PLUS LTD.

                BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY

<CAPTION>


                                                      As of             As of
                                                  March 31, 1997  December 31, 1996*
                                                  --------------  ------------------
ASSETS

<S>                                                <C>              <C>        
Cash and equivalents                               $    21,002      $    42,944
Cash and equivalents - restricted                       44,965           24,540
Accounts receivable, net of allowance
 for doubtful accounts of $377 (1997)
 and (1996)                                             53,619           50,408
Land, buildings and amenities, net                   1,088,028        1,121,097
Land held for development                               96,949           96,949
Deferred leasing commissions                           150,203          153,380
Organizational and start-up costs, net                     942            1,025
Other assets                                            96,629           80,945
                                                   -----------      -----------

                                                   $ 1,552,337      $ 1,571,288
                                                   ===========      ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgage and notes payable                         $ 3,711,645      $ 3,770,347
Accounts payable - operations                          332,822          268,688
Accounts payable - construction                          3,541            4,106
Security deposits                                       13,649           12,030
Other liabilities                                       36,037           15,421
                                                   -----------      -----------

                                                     4,097,694        4,070,592

Commitments and Contingencies

Partners' equity                                    (2,545,357)      (2,499,304)
                                                   -----------      -----------

                                                   $ 1,552,337      $ 1,571,288
                                                   ===========      ===========
</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              (12,094,247)       (122,164)    (12,216,411)
Net loss - current year                 (33,637)           (340)        (33,977)
Cash distributions to partners
 to date                             (2,038,520)        (20,592)     (2,059,112)
Repurchase of limited
partnership units                       (20,478)             --         (20,478)
                                   ------------    ------------    ------------

Balances at March 31, 1996         $ (2,402,361)   $   (142,996)   $ (2,545,357)
                                   ============    ============    ============
</TABLE>

* Reference  is made to the  audited  financial  statements  in the Form 10-K as
filed with the Commission on March 31, 1997.

                                      - 3 -

<PAGE>
<TABLE>


                            NTS-PROPERTIES PLUS LTD.

                            STATEMENTS OF OPERATIONS

<CAPTION>



                                                        Three Months Ended
                                                             March 31,

                                                       1997             1996
                                                     ---------        ---------
<S>                                                  <C>              <C>      
Revenues:
 Rental income                                       $ 189,412        $ 204,630
 Interest and other income                                 623              289
                                                     ---------        ---------

                                                       190,035          204,919
Expenses:
 Operating expenses                                     35,715           29,616
 Operating expenses - affiliated                        15,018           12,502
 Interest expense                                       76,943           93,812
 Management fees                                        11,932           13,262
 Real estate taxes                                      19,763           19,879
 Professional and administrative
  expenses                                              11,456           11,033
 Professional and administrative
  expenses - affiliated                                 13,133           28,321
 Depreciation and amortization                          40,052           40,803
                                                     ---------        ---------

                                                       224,012          249,228
                                                     ---------        ---------

Net loss                                             $ (33,977)       $ (44,309)
                                                     =========        =========

Net loss allocated to the limited
 partners                                            $ (33,637)       $ (43,866)
                                                     =========        =========

Net loss per limited partnership
 unit                                                $    (.05)       $    (.06)
                                                     =========        =========

Weighted average number of limited
 partnership units                                     674,780          685,647
                                                     =========        =========


</TABLE>


                                      - 4 -

<PAGE>
<TABLE>



                            NTS-PROPERTIES PLUS LTD.

                            STATEMENTS OF CASH FLOWS


<CAPTION>


                                                            Three Months Ended
                                                                 March 31,

                                                             1997        1996
                                                           ---------   ---------
<S>                                                        <C>         <C>      
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                   $(33,977)   $(44,309)
Adjustments to reconcile net loss to net cash
 provided by operating activities:
  Depreciation and amortization                              40,052      40,803
  Changes in assets and liabilities:
   Cash and equivalents - restricted                        (20,425)    (21,623)
   Accounts receivable                                       (3,211)     13,936
   Deferred leasing commissions                               3,177       2,157
   Other assets                                             (17,366)    (22,868)
   Accounts payable - operations                             64,134      52,687
   Security deposits                                          1,619         645
   Other liabilities                                         20,616      21,453
                                                           --------    --------

  Net cash provided by (used in) operating activities        54,619      42,881
                                                           --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings, amenities                      (5,783)    (21,732)
Decrease in cash and equivalents - restricted                    --       1,725
                                                           --------    --------

  Net cash used in investing activities                      (5,783)    (20,007)
                                                           --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgage and notes
 payable                                                    (58,702)    (41,805)
Additions to loan costs                                          --      (5,075)
Repurchase of limited partnership Units                     (12,076)         --
                                                           --------    --------

  Net cash used in financing activities                     (70,778)    (46,880)
                                                           --------    --------

  Net decrease in cash and equivalents                      (21,942)    (24,006)

CASH AND EQUIVALENTS, beginning of period                    42,944      36,269
                                                           --------    --------

CASH AND EQUIVALENTS, end of period                        $ 21,002    $ 12,263
                                                           ========    ========

Interest paid on a cash basis                              $ 78,110    $ 94,276
                                                           ========    ========
</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  1996 Annual Report.  In the opinion of the
general partner,  all adjustments (only consisting of normal recurring accruals)
necessary for a fair presentation  have been made to the accompanying  financial
statements for the three months ended March 31, 1997 and 1996

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

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

2.    Interest Repurchase Reserve
      ---------------------------

      On November 6, 1996, the  Partnership  established an Interest  Repurchase
      Reserve  in  the  amount  of  $25,000  pursuant  to  Section  16.4  of the
      Partnership's Amended and Restated Agreement of Limited Partnership.  With
      these funds, the Partnership will be able to repurchase  35,714 Units at a
      price of $0.70 per unit.  Through  March 31,  1997,  the  Partnership  has
      repurchased  a total of 21,995  Units for $15,397.  Repurchased  Units are
      retired by the Partnership, thus increasing the share of ownership of each
      remaining  investor.  On February 17, 1997, the  Partnership  indefinitely
      suspended the Interest Repurchase Program.

3.    Mortgages Payable
      -----------------

      Mortgage and notes payable consist of the following:


                                                    March 31,       December 31,
                                                       1997             1996
                                                  -----------       ------------
      Mortgage  payable to an insurance  
      company,  bearing interest at a fixed 
      rate of 8.5%, due November 15, 2005,
      secured by land and building                $ 1,588,876       $ 1,619,600

      Mortgage payable to an insurance
      company, bearing interest at a fixed
      rate of 8.125%, due August 1, 2008,
      secured by land and building                    735,039           744,727

      Mortgage payable to an insurance
      company, bearing interest at a fixed
      rate of 8.125%, due August 1, 2008,
      secured by land and building                    704,540           713,826

      Mortgage payable to an insurance
      company, bearing interest at a fixed
      rate of 8.125%, due August 1, 2008,
      secured by land and building                    683,190           692,194
                                                   ----------        ----------
                                                  $ 3,711,645       $ 3,770,347
                                                   ==========        ==========

      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 approximates carry value.


                                      - 6 -

<PAGE>



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

      Property management fees of $11,932 (1997) and $13,262 (1996) were paid to
      NTS  Development  Company,  an  affiliate  of the  general  partner of the
      Partnership,  during the three  months ended March 31. The fee is equal to
      6% of all revenues  from  commercial  properties  pursuant to an agreement
      with the  Partnership.  Also  pursuant to an  agreement,  NTS  Development
      Company will receive a repair and  maintenance  fee equal to 5.9% of costs
      incurred  which  relate  to  capital  improvements.  The  Partnership  has
      incurred  $860  (1997)  and $373  (1996) as a repair and  maintenance  fee
      during the three  months ended March 31 and has  capitalized  this cost 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 ended
      March 31,  1997 and 1996.  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.


                                                  1997     1996
                                                -------   -------
                      Administrative            $15,579   $30,404
                      Leasing                     6,774     6,018
                      Property manager            9,357     6,919
                      Other                          51        --
                                                -------   -------

                                                $31,761   $43,341
                                                =======   =======

      Accounts payable - operations includes approximately $275,000 and $233,000
      due NTS  Development  Company at March 31,  1997 and  December  31,  1996,
      respectively.  NTS  Development  Company has indicated to the  Partnership
      that they will not demand repayment of the amounts outstanding as of March
      31, 1997 during 1997.  Payments to this affiliate will be made during 1997
      as cash flows permits.

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

      Philip Crosby  Associates,  Inc.  ("Crosby") has leased 100% of University
      Business   Center  Phase  II.  The   business   center  is  owned  by  the
      Lakeshore/University  II (L/U II) Joint  Venture in which the  Partnership
      has a 12% interest.  The original  lease term is for seven years,  and the
      tenant took occupancy in April 1991.  During 1994,  1995 and 1996,  Crosby
      sub-leased  a  portion  of the  business  center.  Currently,  Crosby  has
      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%) is being  leased by Full Sail
      Recorder's  Inc.  ("Full  Sail"),  a major tenant at  University  Business
      Center  Phase  I, a  neighboring  property  owned by an  affiliate  of the
      General  Partner  of  the  Partnership.   Through  December  1996,  Crosby
      continued to make rent payments  pursuant to the original lease terms. The
      Joint Venture has received  notice that Crosby does not intend to pay full
      rental due under the original lease agreement from and after January 1997.
      The rental income from this property  accounted for  approximately  18% of
      the  partnership's  total  revenues  during  1996.  The Joint  Venture has
      instituted legal action to seek resolution of this situation. Although the
      Joint Venture does not presently  have lease  agreements  (except as noted
      below) with the  sub-lessees  noted above,  beginning  February  1997 rent
      payments from these sub-lessees are being


                                      - 7 -

<PAGE>



5.    Commitment and Contingencies - Continued
      ----------------------------------------

      made  directly  to the Joint  Venture.  The  Joint  Venture  is  currently
      negotiating  directly with the sub-lessees to enter into lease  agreements
      for the space  presently  sublet.  At this time,  the future  leasing  and
      tenant  finish  costs  which will be  required  to release  this space are
      unknown except as noted below for the negotiations with Full Sail.

      In December 1995,  Full Sail signed a 33 month lease with the L/U II Joint
      Venture for approximately  41,000 square feet it currently sub-leases from
      Crosby.  In  November  1996,  Full  Sail  signed a lease  amendment  which
      increased the square footage from 41,000 square feet to 48,000 square feet
      and extended the lease term from 33 months to 76 months. In November 1996,
      Full Sail also  signed a 52 month  lease for an  additional  approximately
      21,000 square feet it presently  sub-leases from Crosby.  Both lease terms
      commence  April  1998 when the  Crosby  lease  ends.  As part of the lease
      negotiations, Full Sail will receive a total of $450,000 in special tenant
      allowances  ($200,000  resulting from the original  lease signed  December
      1995 and  $250,000  resulting  from the lease  amendment  signed  November
      1996). Approximately $92,000 of the total allowance is to be reimbursed by
      Full Sail to the L/U II Joint  Venture.  The  Partnership's  proportionate
      share of the net  commitment  ($450,000  less  $92,000)  is  approximately
      $43,000 or 12%. The tenant  allowance will be due and payable to Full Sail
      pursuant to the  previously  mentioned  lease  agreements,  as appropriate
      invoices for tenant  finish costs  incurred by Full Sail are  submitted to
      the L/U II Joint  Venture.  The  source  of funds for this  commitment  is
      expected to be cash flows from operations and/or cash reserves.




                                      - 8 -

<PAGE>



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

Results of Operations


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



                                                           1997      1996
                                                           ----      ----

Property owned in Joint Venture with
NTS-Properties IV and NTS-Properties VII,
Ltd.(Ownership % at March 31, 1997)
-----------------------------------

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

Properties owned through Lakeshore/University
II Joint Venture (L/U II Joint
Venture)(Ownership % at March 31, 1997)
---------------------------------------

Lakeshore Business Center Phase I (12%)                     95%       97%

Lakeshore Business Center Phase II (12%)                    94%       72%

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

The rental and other income  generated by the  Partnership's  properties for the
three months ended March 31, 1997 and 1996 was as follows:




                                                           1997       1996
                                                         --------   -------

Property owned in Joint Venture with NTS-
Properties IV and NTS-Properties VII,
Ltd. (Ownership % at March 31, 1997)
------------------------------------

Blankenbaker Business Center 1A (39%)
                                                         $ 91,554   $ 91,503

Properties owned through Lakeshore/
University II Joint Venture (L/U II Joint
Venture (Ownership % at March 31, 1997)
---------------------------------------

Lakeshore Business Center Phase I (12%)                  $ 44,468   $ 43,056


Lakeshore Business Center Phase II (12%)                 $ 41,735   $ 32,989


University Business Center Phase II (12%)                $ 11,838   $ 37,231

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



                                      - 9 -

<PAGE>



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

A  wholly-owned  subsidiary  of The  Prudential  Insurance  Company  of  America
(Prudential  Service  Bureau,  Inc.) Has leased  100% of  Blankenbaker  Business
Center 1A through July 2005.  In addition to monthly rent  payments,  Prudential
Service  Bureau,  Inc. is obligated to pay  substantially  all of the  operating
expenses  attributable  to its space.  The change in rental and other  income at
Blankenbaker  Business  Center 1A for the three  months  ended March 31, 1997 as
compared to the same period in 1996 was not significant.

The 2% decrease in occupancy at Lakeshore Business Center Phase I from March 31,
1996 to March 31,  1997 can be  attributed  to five tenant  move-outs  totalling
approximately  10,300  square feet.  The five  move-outs  consists of one tenant
vacating at the end of the lease term (1,800 square feet), one tenant exercising
a termination  option (1,600 square feet - no termination  fee was required) and
three  tenants  vacating  prior  to the  end of the  lease  term - one  due to a
business  decision to  consolidate  its office  space at another  location  (700
square feet - tenant paid rent  through end of lease),  one due to a  downsizing
decision by the tenant's parent company (1,200 square feet - tenant paid the L/U
II Joint  Venture  a lease  termination  fee  (recorded  as  rental  income)  of
approximately  $7,000 of which the Partnership's  proportionate share is $840 or
12%)  and one due to  bankruptcy  (5,000  square  feet -  tenant  ceased  rental
payments).  The write-off of accrued income  connected with these leases was not
significant.  The move- outs are  partially  offset by six new leases  totalling
approximately  7,300  square feet and an  expansion  by a current  tenant of its
existing  space  totalling  1,000 square feet.  Average  occupancy for the three
months ended March 31 decreased  from 98% in 1996 to 94% in 1997.  The change in
rental  and other  income at  Lakeshore  Business  Center  Phase I for the three
months  ended  March 31,  1997 as  compared  to the same  period in 1996 was not
significant.

As of March 31, 1997,  Lakeshore Business Center Phase I has approximately 2,000
square  feet of  additional  space  leased to a current  tenant.  The  tenant is
expected  to take  occupancy  during  the second  quarter of 1997.  With the new
lease, the business center's  occupancy should improve to 97%. See the Liquidity
and  Capital  Resources  section of this item for the tenant  finish  commitment
relating to this lease.

The 22% increase in occupancy at Lakeshore  Business  Center Phase II from March
31,  1996 to March  31,  1997 can be  attributed  to seven new  leases  totaling
approximately 24,400 square feet which includes  approximately 7,000 square feet
in expansions by two current tenants.  One tenant,  Lambda Physik,  accounts for
nearly  11,000  square  feet of the total new leases and has become the  largest
tenant  in the  building;  occupying  approximately  11% of the  total  building
rentable square feet.  Partially  offsetting the new leases is a downsizing by a
current  tenant of its existing  space of  approximately  3,600 square feet. The
downsizing was the result of a decision by the tenant's management to centralize
its  warehouse  operation  with another  location.  The  downsizing  was done in
conjunction with a lease renewal;  therefore,  there was no write-off of accrued
income.  Average  occupancy at Lakeshore  Business Center Phase II increased for
the three months  ended March 31 from 72% (1996) to 91% (1997).  The increase in
rental and other  income at  Lakeshore  Business  Center  Phase II for the three
months ended March 31, 1997 as compared to the three months ended March 31, 1996
is due primarily to the increase in average occupancy.

Philip Crosby Associates, Inc. ("Crosby") has leased 100% of University Business
Center Phase II. The original lease term is for seven years, and the tenant took
occupancy in April 1991.  As a result of Crosby  downsizing  and  sub-leasing  a
portion of its leased  space,  occupancy  has decreased to 99% at March 31, 1997
and 1996. During January 1997, Crosby vacated the remaining space it occupied at
the business center. See below for a further discussion of Crosby and its leased
space.


                                     - 10 -

<PAGE>



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

The decrease in rental and other income at University  Business  Center Phase II
for the three months ended March 31, 1997 as compared to the same period in 1996
is due to the following.  Through the end on 1996, Crosby continued to make rent
payments  pursuant to the original  lease term.  The Joint  Venture has received
notice  that  Crosby  does not  intend  to pay full  rental  due under the lease
agreement  from and after  January  1997.  Although  the Joint  Venture does not
presently  have  lease   agreements   (except  as  noted  below)  with  Crosby's
sub-tenants,  beginning  February 1997, rent payments from Crosby's  sub-tenants
(see discussion  below) are being made directly to the Joint Venture,  which are
substantially  less than what  Crosby  owed.  Currently,  the Joint  Venture  is
recognizing   income  to  the  extent  of  what  is  being  collected  from  the
sub-tenants.  The  decrease  in rental and other  income is also 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 is approximately $8,400 or 12%.

In cases of tenants who cease making rental  payments or abandon the premises in
breach of their lease,  the Partnership  pursues  collection  through the use on
collection agencies and other remedies available by law when practical. In cases
where tenants have vacated as a result of bankruptcy,  the Partnership has taken
legal  action when it was thought  there could be a possible  collection.  There
have been no funds  recovered  as a result  of these  actions  during  the three
months ended March 31, 1997 or 1996.

The change in interest  and other  income for the three  months  ended March 31,
1997 as compared to the same period in 1996 was not significant.

The increase in  operating  expense for the three months ended March 31, 1997 as
compared to the same period in 1996 is due  primarily to increased  roof repairs
at  Blankenbaker  Business  Center 1A and increased  legal expenses at Lakeshore
Business  Center  Phase I.  Fluctuations  in  operating  expenses  at  Lakeshore
Business  Center  Phase  II and  University  Business  Center  Phase II were not
significant.

The increase in operating  expense-  affiliated for the three months ended March
31,  1997 as  compared  to the same  period in 1996 is  primarily  the result of
increased  property  management  costs at all of the  Partnership's  properties.
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  decreased  for the three  months  ended March 31, 1997 as
compared to the same period in 1996  primarily as a result of the lower interest
rate on the permanent  financings the L/U II Joint Venture obtained in July 1996
(8.125%  compared to 10.6% on the  previous  debt).  The decrease is also due to
continued  principal  payments on the L/U II Joint  Venture's  and  Blankenbaker
Business Center 1A's debt.

Management  fee 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 period will differ from the fluctuations of
management fee expense.

The changes in real estate taxes and  professional and  administrative  expenses
for the three months ended March 31, 1997 as compared to the same period in 1996
were not significant.






                                     - 11 -

<PAGE>



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

The decrease in professional  and  administrative  expenses - affiliated for the
three  months ended March 31, 1997 as compared to the same period in 1996 is due
primarily to decreased salary costs.  Professional and administrative  expenses-
affiliated are expenses for services  preformed by employees of NTS  Development
Company, an affiliate of the General Partner.

The change in depreciation and  amortization  expense for the three months ended
March 31,  1997 as  compared  to the same  period  in 1996 was not  significant.
Depreciation  is computed  using the  straight-line  method  over the  estimated
useful lives of the assets which are 5 - 30 year for land improvements, 30 years
for  buildings,  5 - 30 years  for  building  improvements  and 5 - 30 years for
amenities.  The aggregate cost of the  Partnership's  properties for Federal tax
purposes approximately $6,800,000.

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

Cash provided by  operations  was $54,619 and $42,881 for the three months ended
March 31, 1997 and 1996,  respectively.  The  Partnership  has not made any cash
distributions  since the  quarter  ended June 30,  1991.  Distributions  will be
resumed once the  Partnership  has  established  adequate  cash  reserves and is
generating cash from operations which, in management's opinion, is sufficient to
warrant  future  distributions.  The  primary  source  of future  liquidity  and
distributions is expected to be derived from cash generated by the Partnership's
properties  after  adequate cash  reserves are  established  for future  leasing
costs,  tenant finish costs and capital  improvements.  Cash reserves (which are
unrestricted cash and equivalents as shown on the Partnership's balance sheet as
of  March  31)  were  $21,002  and  $12,263  as of  March  31,  1997  and  1996,
respectively.

As of March 31, 1997,  the  Blankenbaker  Business  Center  Joint  Venture had a
mortgage  payable with an  insurance  company in the amount of  $4,118,392.  The
mortgage is recorded as a liability  of the Joint  Venture and is secured by the
assets of the Joint Venture.  The  Partnership's  proportionate  interest in the
mortgage at March 31, 1997 is $1,588,876. The mortgage bears interest at a fixed
rate of 8.5% and is due November 15, 2005.  Monthly principal payments are based
upon a 11-year amortization  schedule. At maturity,  the mortgage will have been
repaid based on the current rate of amortization.

As of March 31, 1997 the L/U II Joint Venture had three  mortgage  loans with an
insurance company.  The outstanding balances of the loans at March 31, 1997 were
$5,847,568, $5,604,931 and $5,435,084, respectively, for a total of $16,887,583.
The loans are recorded as a liability of the Joint  Venture.  The  Partnership's
proportionate  share in the loans at March 31, 1997 was  $735,039,  $704,540 and
$683,190,  respectively,  for a total of $2,122,769. The mortgages bear interest
at a fixed rate of 8.125%, are due August 1, 2008, and are secured by the assets
of the Joint  Venture.  Monthly  principal  payments  are  based  upon a 12-year
amortization schedule. At maturity, the loans will have been repaid based on the
current rate of amortization.

The  majority  of the  Partnership's  cash flows  were  derived  from  operating
activities.  Cash flows  used in  investing  activities  include  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 and whether the  improvements  are for a new tenant or
incurred because of a lease renewal. Cash flows provided by investing activities
in 1996 were the result of a release of funds escrowed for capital expenditures,
leasing  commissions and tenant  improvements at the properties owned by the L/U
II Joint Venture as


                                     - 12 -

<PAGE>



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

required by a 1995 loan agreement.  Cash flows used in investing activities were
funded by cash flow from  operating  activities.  Cash flows  used in  financing
activities are for loan costs, principal payments on mortgages and notes payable
and the repurchase of limited partnership Units. The Partnership does not expect
any material  change in the mix and relative  cost of capital  resources  except
that which is discussed in the following paragraph.

In the next 12 months,  the demand on future liquidity will increase as a result
of future  leasing  activity at Lakeshore  Business  Center  Phases I and II and
University Business Center Phase II. At this time, the future leasing and tenant
finish  costs which will be  required to renew the current  leases or obtain new
tenants are unknown.  It is anticipated  that the cash flow from  operations and
cash reserves will be sufficient to meet the need of the Partnership.

Due to the fact that no  distributions  were made during the three  months ended
March  31,  1997  or  1996,  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.  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 wallcovering. The extent and cost 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.

Philip Crosby Associates, Inc. ("Crosby") has leased 100% of University Business
Center Phase II. The original lease term is for seven years, and the tenant took
occupancy in April 1991. During 1994, 1995 and 1996, Crosby sub-leased a portion
of the business  center.  Currently,  Crosby has sub-leased,  through the end of
their 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%) is being leased by
Full Sail Recorders,  Inc. ("Full Sail"), a major tenant at University  Business
Center  Phase I, a  neighboring  property  owned by an  affiliate of the General
Partner of the Partnership. Through December 1996, Crosby continued to make rent
payments  pursuant to the original  lease terms.  The Joint Venture has received
notice that  Crosby  does not intend to pay full  rental due under the  original
lease  agreement  from and after  January  1997.  The  rental  income  from this
property  accounted for approximately  18% of the  partnership's  total revenues
during 1996. The Joint Venture has instituted legal action to seek resolution of
this  situation.  Although  the Joint  Venture  does not  presently  have  lease
agreements  (except as noted below) with the sub-lessees noted above,  beginning
February 1997 rent payments from the  sub-lessees are being made directly to the
Joint  Venture.  The Joint  Venture is currently  negotiating  directly with the
sub-lessees to enter into lease  agreements for the space presently  sublet.  At
this time,  the future leasing and tenant finish costs which will be required to
release this space are unknown except as noted below for the  negotiations  with
Full Sail.






                                     - 13 -

<PAGE>



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

In  December  1995,  Full  Sail  signed a 33 month  lease  with the L/U II Joint
Venture for  approximately  41,000  square  feet it  currently  sub-leases  from
Crosby. In November 1996, Full Sail signed a lease amendment which increased the
square  footage from 41,000  square feet to 48,000  square feet and extended the
lease term from 33 months to 76 months.  In November 1996, Full Sail also signed
a 52 month lease for an additional approximately 21,000 square feet it presently
sub-leases from Crosby. Both lease terms commence April 1998 when Crosby's lease
ends.  As part of the lease  negotiations,  Full  Sail  will  receive a total of
$450,000 in special  tenant  allowances  ($200,000  resulting  from the original
lease signed  December  1995 and  $250,000  resulting  from the lease  amendment
signed  November  1996).  Approximately  $92,000 of the total allowance is to be
reimbursed  by  Full  Sail  to  the  L/U II  Joint  Venture.  The  Partnership's
proportionate   share  of  the  net   commitment   ($450,000  less  $92,000)  is
approximately  $43,000 or 12%. The tenant  allowance  will be due and payable to
Full Sail pursuant to the previously mentioned lease agreements,  as appropriate
invoices for tenant finish costs  incurred by Full Sail are submitted to the L/U
II Joint Venture. The source of funds for this commitment is expected to be cash
flow from operations and/or cash reserves.

As of March 31, 1997, the L/U II Joint Venture had a commitment of approximately
$55,000 for tenant finish improvements at Lakeshore Business Center Phase I as a
result of a lease renewal and  expansion.  The  expansion  increased the tenants
current leased space by approximately  2,000 square feet and the renewal extends
the  lease  for  five  years.  The  Partnership's  proportionate  share  of  the
commitment  is  approximately  $6,900 or 12%.  The  project  is  expected  to be
completed  during  the  second  quarter  of 1997.  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 March 31, 1997.

During 1996, the Partnership  established an Interest  Repurchase Reserve in the
amount of $25,000  pursuant  to Section  16.4 of the  Partnership's  Amended and
Restated Agreement of Limited Partnership. With these funds the Partnership will
be able to repurchase 35,714 Units at a price of $0.70 per Unit. As of March 31,
1997,  21,995 Units have been  repurchased  for $15,397.  Repurchased  Units are
being retired by the Partnership, thus increasing the share of ownership of each
remaining investor.

On February 17, 1997,  the  repurchase  of  Partnership  Units was  indefinitely
suspended in order to conserve cash.  This step is being taken until it is clear
that, in the General Partner's  opinion,  the Partnership has the necessary cash
reserves to meet future  leasing and tenant  finish  costs and has rebuilt  cash
reserves to meet the ongoing needs of the Partnership.

The L/U II Joint  Venture  owns  approximately  6 acres of land  adjacent to the
Lakeshore  Business  Center  development  in  Ft.   Lauderdale,   Florida.   The
Partnership's  proportionate  interest  at March 31,  1997 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.

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




                                     - 14 -

<PAGE>



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

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 judgement  based on factors known,  involve
risks and  uncertainties.  Actual  results  could differ  materially  from these
anticipated  in any  forward-looking  statements  as a  result  of a  number  of
factors, including but not limited to those discussed below. Any forward-looking
information  provided by the Partnership pursuant to the safe harbor established
by recent  securities  legislation  should be  evaluated in the context of these
factors.

The Partnership's principal activity is the leasing and management of commercial
business  centers.  If a major  commercial  tenant  defaults  on its lease,  the
Partnership's  ability to make payments due under its debt agreements,  payments
of operating costs and other partnership  expenses would be directly impacted. A
lessee's ability to make payments are subject to risks generally associated with
real estate, many of which are beyond the control of the Partnership,  including
general or local economic conditions,  competition,  interest rates, real estate
tax rates, other operating expenses and acts of God.






                                     - 15 -

<PAGE>



PART II.  OTHER INFORMATION

l.     Legal Proceedings

       None

2.     Changes in Securities

       None

3.     Defaults upon Senior Securities

       None

4.     Submission of Matters to a Vote of Security Holders

       None

5.     Other Information

       None

6.     Exhibits and Reports on Form 8-K

       (a)     Exhibits:

               Exhibit 27.  Financial Data Schedule

       (b)     Reports on Form 8-K:

               Form 8-K was  filed  February  20,  1997 to  report in Item 5 the
               suspension of the Partnership's Interest Repurchase Program.

                                     - 16 -

<PAGE>



                                   SIGNATURES


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


                                      NTS-PROPERTIES PLUS LTD.
                                           (Registrant)

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


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


Date:      May 12, 1997



                                     - 17 -

<PAGE>