UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


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

For the quarterly period ended                 March 31, 2001
                              --------------------------------------------------

                                       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 offices)                 (Zip Code)

                                 (502) 426-4800
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) 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.
                                                                  [X] Yes [ ] No


<PAGE>



                                TABLE OF CONTENTS
                                -----------------

                                     PART I
                                     ------

                                                                           Pages
                                                                           -----

Item 1.     Financial Statements

            Balance Sheets as of March 31, 2001 and December 31, 2000      3

            Statement of Partners' Deficit as of March 31, 2001            3

            Statements of Operations for the Three Months Ended
                     March 31, 2001 and 2000                               4

            Statements of Cash Flows for the Three Months Ended
                     March 31, 2001 and 2000                               5

            Notes to Financial Statements                                  6-10

Item 2.     Management's Discussion and Analysis of Financial Condition
                     and Results of Operations                             11-16

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

<CAPTION>

                                                                        As of                    As of
                                                                    March 31, 2001         December 31, 2000*
                                                                ----------------------   ----------------------
                                                                     (UNAUDITED)

<S>                                                            <C>                      <C>
ASSETS
------
Cash and equivalents                                           $                 2,217  $                 1,393
Accounts receivable                                                                 --                   78,100
Equipment, net                                                                   1,944                    2,093
Investment in joint ventures                                                  (191,270)                (289,642)
Other assets                                                                    10,167                    5,072
                                                                ----------------------   ----------------------

     TOTAL ASSETS                                              $              (176,942) $              (202,984)
                                                                ======================   ======================

LIABILITIES AND PARTNERS' DEFICIT
---------------------------------
Note payable                                                   $               258,000  $               232,000
Accounts payable                                                               124,602                  133,882
Other liabilities                                                               12,824                   12,824
                                                                ----------------------   ----------------------

     TOTAL LIABILITIES                                                         395,426                  378,706

COMMITMENTS AND CONTINGENCIES (Note 9)

PARTNERS' DEFICIT                                                             (572,368)                (581,690)
                                                                ----------------------   ----------------------

     TOTAL LIABILITIES AND PARTNERS' DEFICIT                   $              (176,942) $              (202,984)
                                                                ======================   ======================

</TABLE>


<TABLE>

                                                   STATEMENT OF PARTNERS' DEFICIT
                                                   ------------------------------

<CAPTION>

                                                    Limited Partners       General Partner             Total
                                                  --------------------   --------------------   --------------------
<S>                                              <C>                    <C>                    <C>
PARTNERS' DEFICIT
-----------------
Capital contributions, net of offering costs     $          11,784,521  $                 100  $          11,784,621
Net loss - prior years                                     (10,164,121)              (102,668)           (10,266,789)
Net income - current year                                        9,229                     93                  9,322
Cash distributions declared to date                         (2,038,520)               (20,592)            (2,059,112)
Repurchase of limited partnership Units                        (40,410)                    --                (40,410)
                                                  --------------------   --------------------   --------------------

BALANCES AT MARCH 31, 2001                       $            (449,301) $            (123,067) $            (572,368)
                                                  ====================   ====================   ====================

</TABLE>


*    Reference is made to the audited financial statements in Form 10-K as filed
     with the Securities and Exchange Commission on April 6, 2001. The auditors'
     report on these  statements was qualified  with respect to the  Partnership
     continuing as a going concern (See Notes to Financial Statements - Note 2).

The  accompanying  notes to financial  statements  are an integral part of these
statements.


                                        3


<PAGE>



<TABLE>

                                                      NTS-PROPERTIES PLUS LTD.
                                                      ------------------------
                                                      STATEMENTS OF OPERATIONS
                                                      ------------------------
                                                             (UNAUDITED)
                                                             -----------
<CAPTION>

                                                                             Three Months Ended
                                                                                  March 31,
                                                               -----------------------------------------------
                                                                        2001                     2000
                                                               ----------------------   ----------------------
<S>                                                           <C>                      <C>
REVENUES
--------
Interest and other income                                     $                    --  $                    70
Income from investment in joint ventures                                       29,397                   11,174
                                                               ----------------------   ----------------------

     TOTAL REVENUES                                                            29,397                   11,244

EXPENSES
--------
Interest expense                                                                5,568                    4,194
Professional and administrative expenses                                        9,471                   15,737
Professional and administrative expenses - affiliated                           4,886                    4,807
Depreciation and amortization                                                     150                      150
                                                               ----------------------   ----------------------

     TOTAL EXPENSES                                                            20,075                   24,888
                                                               ----------------------   ----------------------

Net income (loss)                                             $                 9,322  $               (13,644)
                                                               ----------------------   ----------------------

Net income (loss) allocated to the limited partners           $                 9,229  $               (13,508)
                                                               ----------------------   ----------------------

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

Weighted average number of limited partnership Units                          643,645                  643,645
                                                               ======================   ======================

</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.


                                        4


<PAGE>



<TABLE>

                                                      NTS-PROPERTIES PLUS LTD.
                                                      ------------------------
                                                      STATEMENTS OF CASH FLOWS
                                                      ------------------------
                                                             (UNAUDITED)
                                                             -----------

<CAPTION>

                                                                                              Three Months Ended
                                                                                                  March 31,
                                                                                   ----------------------------------------
                                                                                           2001                 2000
                                                                                   --------------------  ------------------
<S>                                                                               <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
Net income (loss)                                                                 $               9,322 $           (13,644)
Adjustments to reconcile net income (loss) to net cash provided by
  operating activities:
    Depreciation and amortization                                                                   150                 150
    Income from investment in joint ventures                                                    (29,397)            (11,174)
    Changes in assets and liabilities:
      Accounts receivable                                                                        78,100              76,660
      Other assets                                                                               (5,096)            (11,472)
      Accounts payable                                                                           (9,280)             17,751
                                                                                   --------------------  ------------------

     Net cash provided by operating activities                                                   43,799              58,271
                                                                                   --------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
Investment in and advances from joint ventures                                                  (68,975)            (84,608)
                                                                                   --------------------  ------------------

     Net cash used in investing activities                                                      (68,975)            (84,608)
                                                                                   --------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Increase in note payable                                                                         26,000              20,000
                                                                                   --------------------  ------------------

     Net cash provided by financing activities                                                   26,000              20,000
                                                                                   --------------------  ------------------

     Net increase (decrease) in cash and equivalents                                                824              (6,337)

CASH AND EQUIVALENTS, beginning of period                                                         1,393                 142
                                                                                   --------------------  ------------------

CASH AND EQUIVALENTS, end of period                                               $               2,217 $            (6,195)
                                                                                   ====================  ==================


Interest paid on a cash basis                                                     $              18,876 $                --
                                                                                   ====================  ==================

</TABLE>


The  accompanying  notes to financial  statements  are an integral part of these
statements.


                                        5


<PAGE>



                            NTS-PROPERTIES PLUS LTD.
                            ------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

The unaudited financial  statements and schedules included herein should be read
in conjunction with NTS- Properties Plus' (the  "Partnership") 2000 Form 10-K as
filed with the  Securities  and  Exchange  Commission  on April 6, 2001.  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, 2001 and
2000.

1.        Consolidation Policies and Joint Venture Accounting
          ---------------------------------------------------

          The less than 50% owned joint  ventures  are  accounted  for under the
          equity method. From inception,  the Partnership used the proportionate
          consolidation  method of accounting for joint venture properties.  The
          Partnership's  proportionate  interest in the joint venture's  assets,
          liabilities,  revenues,  expenses  and cash flows were  combined  on a
          line-by-line  basis with the  Partnership's  own assets,  liabilities,
          revenues,  expenses  and cash flows.  All  intercompany  accounts  and
          transactions were eliminated in consolidation.

          Proportionate consolidation was utilized by the Partnership due to the
          fact that the ownership of joint venture properties, in substance, was
          not subject to joint  control.  The managing  General  Partners of the
          sole  General  Partner of the NTS  sponsored  partnerships  which have
          formed joint ventures are substantially  the same. As such,  decisions
          regarding financing,  development,  sale or operations did not require
          the approval of different partners.

          Additionally,   the  joint   venture   properties   are  in  the  same
          business/industry as their respective joint venture partners and their
          asset,  liability,  revenue and expense  accounts  correspond with the
          accounts of such partner.  It is the belief of the General  Partner of
          the Partnership  that the financial  statement  disclosures  resulting
          from   proportionate   consolidation   provided  the  most  meaningful
          presentation of assets, liabilities, revenues, expenses and cash flows
          given the commonality of the Partnership's operations.

          The Emerging  Issues Tasks Force ("EITF") of the Financial  Accounting
          Standards  Board  ("FASB")  has reached a consensus on Issue No. 00-1,
          "Applicability  of the Pro Rata Method of Consolidation to Investments
          in Certain  Partnerships and Other Unincorporated Joint Ventures." The
          EITF  reached  a  consensus  that  a  proportionate   gross  financial
          statement presentation  (referred to as "proportionate  consolidation"
          in the  Notes  to  Financial  Statements)  is not  appropriate  for an
          investment  in an  unincorporated  legal entity  accounted  for by the
          equity  method of  accounting,  unless the  investee  is in either the
          construction  industry  or an  extractive  industry  where  there is a
          longstanding practice of its use.

          The consensus is applicable to financial statements for annual periods
          ending after June 15, 2000. The Partnership now uses the equity method
          to account  for its joint  venture  investments  for the three  months
          ending March 31, 2001.  The  Partnership  has applied the consensus to
          all comparative financial  statements,  restating them to conform with
          the  consensus  for all periods  presented.  The  application  of this
          consensus  did not  result in a  restatement  of  previously  reported
          partners'  deficit  or  results  of  operations,  but did  result in a
          recharacterization    or   reclassification   of   certain   financial
          statements' captions and amounts.


                                        6


<PAGE>



1.        Consolidation Policies and Joint Venture Accounting - Continued
          ---------------------------------------------------------------

          The  investment in joint  ventures  reflected as a contra asset in the
          accompanying balance sheets is derived primarily from distributions of
          the joint  ventures  in excess of the  respective  minority  partner's
          historical  investment  in  the  joint  ventures  used  for  financial
          reporting  purposes.  The contra asset will be satisfied upon the sale
          of the  respective  joint  venture  properties or  dissolution  of the
          respective joint venture.

2.        Partnership's Plans Relative to Continuing Operations
          -----------------------------------------------------

          The Partnership  currently holds minority interests in four properties
          and thus cannot effect  decisions  made by NTS affiliate  partnerships
          holding a majority position in these properties.  The Partnership does
          not  possess  the  resources  to  contribute  to  improvements  of any
          significant amount and has seen its minority interests further decline
          as a result  of the  contributions  made by the  financially  stronger
          majority interest affiliate partnerships.

          Prior to December 31, 1999, NTS Development  Company,  an affiliate of
          the General Partner ("NTS"), agreed to defer amounts owed to it by the
          Partnership. NTS, prior to January 1, 2000, also agreed to provide the
          financial   support   necessary  for  the   Partnership   to  pay  its
          non-affiliated  operating expenses as they came due through January 1,
          2000. NTS did not extend the commitment past January 1, 2000.

          NTS, after January 1, 2000, will not defer amounts owed to it or renew
          its  commitment  to  provide  financial  support  for   non-affiliated
          expenses of the  Partnership.  During the three months ended March 31,
          2001, and the year ended December 31, 2000, NTS, through an affiliate,
          provided  collateral in the form of a  certificate  of deposit for the
          Partnership's note payable.

          Accordingly,  without  an  infusion  of cash or a sale of  Partnership
          assets,  the  Partnership  may not be able to meet its  obligations as
          they come due in the  normal  course  of  business.  As a result,  the
          auditors'  report in the  Partnership's  2000 Form 10-K was  qualified
          with respect to the Partnership  continuing as a going concern.  These
          conditions continue to exist and may exist at December 31, 2001. Given
          these conditions, it is anticipated that the auditors' report included
          in the  Partnership's  2001 Form 10-K may be qualified with respect to
          the  Partnership  continuing as a going  concern.  The  Partnership is
          evaluating alternatives with its assets, debt and capital structure to
          remedy this situation.

          See Note 7 - Tender Offer for a discussion of the  outstanding  tender
          offer to  acquire  all  outstanding  units  which is a part of a going
          private  transaction  and proposed  plan of merger,  both of which are
          intended  to  result in the  Partnership  no  longer  existing  in its
          current form.


                                        7


<PAGE>



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

          The  preparation of financial  statements in conformity with Generally
          Accepted  Accounting  Principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

4.        Concentration of Credit Risk
          ----------------------------

          The Partnership has joint venture investments in commercial properties
          in Kentucky (Louisville) and Florida (Ft. Lauderdale). A single tenant
          occupies the property in Kentucky.

5.        Investment in Joint Ventures
          ----------------------------

          The unconsolidated subsidiaries of NTS-Properties Plus include:

          o    A 39.05% joint venture  interest in Blankenbaker  Business Center
               1A, a business  center  with  approximately  50,000 net  rentable
               ground  floor square feet and  approximately  50,000 net rentable
               mezzanine square feet located in Louisville, Kentucky.

          o    A 7.69% joint  venture  interest in the  Lakeshore/University  II
               Joint Venture. A description of the properties owned by the joint
               venture appears below:

               o    Lakeshore  Business  Center Phase I - a business center with
                    approximately  103,000 net  rentable  square feet located in
                    Fort Lauderdale, Florida.

               o    Lakeshore  Business Center Phase II - a business center with
                    approximately  97,000 net  rentable  square feet  located in
                    Fort Lauderdale, Florida.

               o    Lakeshore Business Center Phase III - a business center with
                    approximately  39,000 net  rentable  square feet  located in
                    Fort Lauderdale, Florida.

          For the three months ended March 31, 2001 and 2000, the unconsolidated
          subsidiaries   had  total   revenues  of   $1,035,391   and  $900,209,
          respectively and net loss of $20,572 and $99,209, respectively.

6.        Note Payable
          ------------

          Note payable consist of the following:

<TABLE>
                                                                  March 31, 2001               December 31, 2000
                                                             -------------------------     -------------------------
          <S>                                                 <C>                           <C>
          Note payable to a bank, bearing interest
          at a fixed rate of 8.75%, due January 31, 2002,
          collateral provided by NTS Financial Partnership,
          an affiliate of NTS Development Company.            $                258,000     $                 232,000

</TABLE>


                                       8


<PAGE>



6.        Note Payable - Continued
          ------------------------

          Based on the borrowing  rates  currently  available to the Partnership
          for loans with similar terms and average maturities, the fair value of
          long-term  debt is  approximately  $258,000.  During the three  months
          ended March 31,  2001,  and the year ended  December  31,  2000,  NTS,
          through an affiliate, provided collateral in the form of a certificate
          of deposit for the Partnership's note payable.

7.        Tender Offer
          ------------

          On November 30, 2000,  ORIG, LLC, an affiliate of the Partnership (the
          "Offeror"),  commenced a tender offer (the "Tender Offer") to purchase
          up to 611,266  limited  partnership  interests,  that are not owned by
          NTS-Properties Plus Ltd., in a going private transaction. The offering
          price of $1.15  per  limited  partnership  interest  was  subsequently
          amended to $1.30 per limited  partnership  interest on March 23, 2001.
          The Tender Offer was also extended from its original  expiration  date
          of March 30,  2001,  to April 30,  2001.  The  General  Partner of the
          Partnership  believes  that the  offer is  advisable,  fair and in the
          limited  partners' best  interest,  and has  recommended  that limited
          partners  accept the offer and tender their Units.  The purpose of the
          Tender Offer is to acquire control of the Partnership.  If the Offeror
          acquires  a  majority,  but less than all of the  outstanding  limited
          partnership  interest,  the  Offeror  may propose and seek to have the
          Partnership  consummate  a  merger  or  similar  transaction  with the
          Offeror or another entity, such as an affiliated limited  partnership.
          In the event that such  merger or similar  transaction  should  occur,
          limited  partners may be required to exchange their  interests for the
          consideration  to be paid  in  such  merger  or  similar  transaction,
          subject to whatever rights they may have under  applicable  state law.
          If the  Partnership  completes  a merger or similar  transaction,  the
          Partnership  will no longer  exist or no longer  own any of the assets
          which it presently owns. See Note 11 for information on the expiration
          of the Tender Offer.

8.        Related Party Transactions
          --------------------------

          Pursuant   to  an   agreement,   the   Partnership   was  charged  for
          administrative  salaries by NTS  Development  Company.  These charges,
          which have been expensed as professional and administrative expenses -
          affiliated, totaled $4,886 and $4,807 for the three months ended March
          31, 2001 and 2000, respectively.

          Accounts  payable includes  approximately  $85,600 and $80,700 due NTS
          Development   Company  at  March  31,  2001  and  December  31,  2000,
          respectively (see Note 2).

9.        Commitments and Contingencies
          -----------------------------

          The  Partnership,  as an owner of real  estate,  is subject to various
          environmental laws of federal, state and local governments. Compliance
          by the Partnership with existing laws has not had a material effect on
          the  Partnership's  financial  condition  and  results of  operations.
          However,  the Partnership  cannot predict the impact of new or changed
          laws or  regulations  on its current  properties  or properties it may
          acquire in the future.


                                        9


<PAGE>



9.        Commitments and Contingencies - Continued
          -----------------------------------------

          The  Partnership  does not believe there is any litigation  threatened
          against the Partnership other than routine  litigation  arising out of
          the  ordinary  course of  business,  some of which is  expected  to be
          covered by  insurance,  none of which is  expected  to have a material
          effect on the  balance  sheets and  statements  of  operations  of the
          Partnership except as discussed herein.

10.       Segment Reporting
          -----------------

          The  Partnership's  reportable  operating  segments  include  only one
          segment investments in commercial real estate joint ventures.

11.       Subsequent Event
          ----------------

          On April 30, 2001,  the Tender Offer which ORIG,  LLC, an affiliate of
          the  Partnership   commenced  on  November  30,  2000,  expired.  ORIG
          purchased 210,683 Units at a cost of $274,579.










                                        10

<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.  Management's analysis should be read in conjunction with the Financial
Statements in Item 1 and the Cautionary Statements below.

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

The Partnership  currently holds minority  interests in four properties and thus
cannot effect  decisions made by NTS affiliate  partnerships  holding a majority
position in these properties.  The Partnership does not possess the resources to
contribute to improvements  of any significant  amount and has seen its minority
interests  further  decline  as a  result  of  the  contributions  made  by  the
financially stronger majority interest affiliated partnerships.

Prior to December 31, 1999, NTS Development Company, an affiliate of the General
Partner  ("NTS"),  agreed to defer amounts owed to it by the  Partnership.  NTS,
prior to January 1, 2000, also agreed to provide the financial support necessary
for the Partnership to pay its  non-affiliated  operating  expenses as they came
due through  January 1, 2000. NTS did not extend the commitment  past January 1,
2000.

NTS,  after  January 1,  2000,  will not defer  amounts  owed to it or renew its
commitment  to provide  financial  support  for  non-affiliated  expenses of the
Partnership. During the three months ended March 31, 2001, and the twelve months
ended December 31, 2000, NTS, through an affiliate,  provided  collateral in the
form of a certificate of deposit for the Partnership's note payable.

Accordingly,  without an infusion of cash or a sale of Partnership  assets,  the
Partnership  may not be able to meet  its  obligations  as they  come due in the
normal  course  of  business.   As  a  result,   the  auditors'  report  in  the
Partnership's  2000 Form 10-K was  qualified  with  respect  to the  Partnership
continuing as a going concern.  These conditions continue to exist and may exist
at  December  31,  2001.  Given these  conditions,  it is  anticipated  that the
auditors' report included in the  Partnership's  2001 Form 10-K may be qualified
with respect to the Partnership  continuing as a going concern.  The Partnership
is evaluating alternatives with its assets, debt and capital structure to remedy
this situation.

On  November  30,  2000,  ORIG,  LLC,  an  affiliate  of  the  Partnership  (the
"Offeror"),  commenced  a tender  offer (the  "Tender  Offer") to purchase up to
611,266 limited partnership interests, that are not owned by NTS-Properties Plus
Ltd., in a going private  transaction.  The offering  price of $1.15 per limited
partnership  interest was subsequently  amended to $1.30 per limited partnership
interest on March 23, 2001. The Tender Offer was also extended from its original
expiration date of March 30, 2001, to April 30, 2001. The General Partner of the
Partnership  believes  that the  offer  is  advisable,  fair and in the  limited
partners' best interest,  and has recommended  that limited  partners accept the
offer and tender  their  Units.  The  purpose of the Tender  Offer is to acquire
control of the Partnership.  If the Offeror  acquires a majority,  but less than
all of the outstanding limited partnership interest, the Offeror may propose and
seek to have the Partnership


                                       11


<PAGE>



Cautionary Statements - Continued
---------------------------------

consummate a merger or similar  transaction  with the Offeror or another entity,
such as an  affiliated  limited  partnership.  In the event that such  merger or
similar  transaction should occur,  limited partners may be required to exchange
their  interests  for the  consideration  to be paid in such  merger or  similar
transaction,  subject to whatever  rights they may have under  applicable  state
law.  If  the  Partnership  completes  a  merger  or  similar  transaction,  the
Partnership  will no longer  exist or no longer own any of the  assets  which it
presently owns.

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 revision 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 reflect management's best judgement, 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  liquidity,  capital  resources and results of operations are
subject to a number of risks and uncertainties including, but not limited to the
following:  the ability of the  Partnership  to achieve  planned  revenues;  the
ability of the  Partnership to make payments due under its debt  agreement;  the
ability of the  Partnership  to negotiate  and  maintain  terms with vendors and
service providers for operating expenses;  competitive pressures from other real
estate companies,  including large commercial real estate  companies,  which may
affect the nature and viability of the Partnership's  business strategy;  trends
in the economy as a whole which may affect  consumer  confidence  and demand for
the  types of  rental  property  held by the  Partnership;  the  ability  of the
Partnership to predict the demand for specific rental properties; the ability of
the  Partnership  to  attract  and  retain  tenants;  availability  and costs of
management and labor  employed;  real estate  occupancy and  development  costs,
including the substantial  fixed  investment  costs  associated with renovations
necessary to obtain new tenants and retain existing  tenants;  and the risk of a
major  commercial  tenant  defaulting  on  its  lease  due  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.


                                       12


<PAGE>



Investment in Joint Venture
---------------------------

The Emerging Issues Tasks Force ("EITF") of the Financial  Accounting  Standards
Board ("FASB") has reached a consensus on Issue No. 00-1,  "Applicability of the
Pro Rata Method of  Consolidation  to  Investments in Certain  Partnerships  and
Other  Unincorporated  Joint  Ventures."  The EITF  reached a  consensus  that a
proportionate   gross   financial   statement   presentation   (referred  to  as
"proportionate  consolidation"  in the  Notes to  Financial  Statements)  is not
appropriate for an investment in an unincorporated legal entity accounted for by
the  equity  method  of  accounting,  unless  the  investee  is  in  either  the
construction  industry or an extractive  industry  where there is a longstanding
practice of its use.

The consensus is applicable to financial  statements  for annual  periods ending
after June 15, 2000. The  Partnership  now uses the equity method to account for
its joint venture  investment  for the three months  ending March 31, 2001.  The
Partnership has applied the consensus to all comparative  financial  statements,
restating  them to conform with the  consensus  for all periods  presented.  The
application  of this  consensus  did not result in a  restatement  of previously
reported  partners'  equity or net  results of  operations,  but did result in a
recharacterization or reclassification of certain financial statements' captions
and amounts.

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

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


<TABLE>

                                                                                     Three Months Ended March 31,
                                                                               -----------------------------------------
                                                                                    2001 (1)                 2000
                                                                               -------------------     -----------------
<S>                                                                                   <C>                    <C>
Property Owned in Joint Venture with NTS-Properties IV and
NTS-Properties VII, Ltd. (Ownership % at March 31, 2001)


Blankenbaker Business Center 1A (39.05%)                                              100%                   100%

Property Owned through Lakeshore/University II Joint Venture
(L/U II Joint Venture)

Lakeshore Business Center Phase I (3)                                                  85%                    76%
Lakeshore Business Center Phase II (2)(3)                                              78%                    79%
Lakeshore Business Center Phase III (4)                                                28%                    N/A


</TABLE>


(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
     occupancy  is  only a  temporary  fluctuation  and  does  not  represent  a
     permanent downward occupancy trend.
(3)  Ownership  percentage  was 7.69% as of March 31,  2001 and 8.4% as of March
     31, 2000.
(4)  Ownership  percentage  was 7.69% as of March 31,  2001 and 8.4% as of March
     31,  2000.  Construction  of  the  building  commenced  December  1999  and
     occupancy was certified November 2000.


                                       13


<PAGE>



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

The average  occupancy levels at the  Partnership's  properties during the three
months ended March 31 were as follows:


<TABLE>

                                                                                             Three Months Ended March 31,
                                                                                      -------------------------------------------
                                                                                             2001                     2000
                                                                                      ------------------       ------------------
<S>                                                                                          <C>                      <C>
Property Owned in Joint Venture with NTS-Properties IV and
NTS-Properties VII, Ltd. (Ownership % at March 31, 2001)


Blankenbaker Business Center 1A (39.05%)                                                     100%                     100%

Property Owned through Lakeshore/University II Joint Venture
(L/U II Joint Venture)

Lakeshore Business Center Phase I (1)                                                        84%                      76%
Lakeshore Business Center Phase II (1)                                                       78%                      78%
Lakeshore Business Center Phase III (2)                                                      22%                      N/A


</TABLE>


(1)  Ownership  percentage  was 7.69% for the three months ended March 31, 2001,
     and 8.4% for the three months ended March 31, 2000.
(2)  Ownership  percentage  was 7.69% as of March 31,  2001 and 8.4% as of March
     31,  2000.  Construction  of  the  building  commenced  December  1999  and
     occupancy was certified November 2000.

The following is an analysis of material  changes in results of  operations  for
the periods  ending March 31, 2001 and 2000.  Items that did not have a material
impact on operations  for the periods  listed above have been excluded from this
discussion.

Professional and administrative  expenses decreased approximately $6,300, or 40%
for the three  months  ended March 31,  2001,  as compared to the same period in
2000, as a result of a decrease in data processing fees and a reduction in legal
fees due to a decrease in general securities matters.

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, II and III. 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.

Cash flows provided by (used in):

<TABLE>

                                                                                     Three Months Ended March 31,
                                                                         -----------------------------------------------------
                                                                                   2001                        2000
                                                                         -------------------------   -------------------------
<S>                                                                   <C>                           <C>
Operating activities                                                  $                     43,799  $                   58,271
Investing activities                                                                       (68,975)                    (84,608)
Financing activities                                                                        26,000                      20,000
                                                                         -------------------------   -------------------------

     Net increase (decrease) in cash and equivalents                  $                        824  $                   (6,337)
                                                                         =========================   =========================

</TABLE>


Net cash provided by operating  activities decreased  approximately  $14,500, or
25%, in 2001. The decrease was primarily  driven by changes in accounts  payable
which was partially offset by increased net income.


                                       14


<PAGE>



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

Net cash used in investing activities for the three months ended March 31, 2001,
decreased  approximately  $15,600,  as compared to the same period in 2000.  The
decrease is due to decreased investments in joint ventures.

Net cash provided by financing  activities increased $6,000 for the three months
ended March 31,  2001,  as compared to the same period in 2000.  The increase is
the result of advances on the Partnership's  note payable to cover the operating
costs of the Partnership.

The Partnership has not made any cash distributions since the quarter ended June
30, 1991. Cash reserves (which are unrestricted cash and equivalents as shown on
the Partnership's balance sheet) as of March 31, 2001 were $2,217.

Due to the fact that no  distributions  were made during the three  months ended
March  31,  2001  or  2000,  the  table  which  presents  that  portion  of  the
distribution  that  represents  a return  of  capital  on a GAAP  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  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 March 31, 2001.

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, II and III, 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.

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.  These lease provisions should protect the Partnership's  operations from
the impact of inflation and changing prices.

On  November  30,  2000,  ORIG,  LLC,  an  affiliate  of  the  Partnership  (the
"Offeror"),  commenced  a tender  offer (the  "Tender  Offer") to purchase up to
611,266 limited partnership interests, that are not owned by NTS-Properties Plus
Ltd., in a going private  transaction.  The offering  price of $1.15 per limited
partnership  interest was subsequently  amended to $1.30 per limited partnership
interest on March 23, 2001. The Tender Offer was also extended from its original
expiration date of March 30, 2001, to April 30, 2001. The General Partner of the
Partnership  believes  that the  offer  is  advisable,  fair and in the  limited
partners' best interest,


                                       15


<PAGE>



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

and has  recommended  that  limited  partners  accept the offer and tender their
Units. The purpose of the Tender Offer is to acquire control of the Partnership.
If the Offeror acquires a majority, but less than all of the outstanding limited
partnership  interest,  the Offeror may propose and seek to have the Partnership
consummate a merger or similar  transaction  with the Offeror or another entity,
such as an  affiliated  limited  partnership.  In the event that such  merger or
similar  transaction should occur,  limited partners may be required to exchange
their  interests  for the  consideration  to be paid in such  merger or  similar
transaction,  subject to whatever  rights they may have under  applicable  state
law.  If  the  Partnership  completes  a  merger  or  similar  transaction,  the
Partnership  will no longer  exist or no longer own any of the  assets  which it
presently  owns.  See Note 11 for  information  on the  expiration of the Tender
Offer.










                                       16


<PAGE>



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

Our primary  market risk  exposure  with  regards to  financial  instruments  is
changes in interest  rates.  The  Partnership's  debt bears  interest at a fixed
rate.  At March 31, 2001, a  hypothetical  100 basis point  increase in interest
rates would not result in a significant change in the fair value of debt.












                                       17


<PAGE>



PART II.          OTHER INFORMATION
                  -----------------

Item 1.           Legal Proceedings
                  -----------------

                  Not applicable.

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

                  Not applicable.

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

                  Not applicable.

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

                  Not applicable.

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

                  Not applicable.

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

                  a)       Reports on Form 8-K:

                           Not applicable.


                                       18


<PAGE>


                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  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 and
                             Chief Financial Officer of
                             NTS Capital Corporation

Date: May 15, 2001










                                       19