<PAGE>



                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark one)

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

For the quarterly period ended            September 30, 1996

                                       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 (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.

                                              Yes      X      No


Exhibit Index:    See page 16
Total Pages:      17

                                       -1-

<PAGE>



                                TABLE OF CONTENTS

                                                                    Pages

                                     PART I

Item 1.  Financial Statements

         Balance Sheets and Statement of Partners' Equity
           As of September 30, 1996 and December 31, 1995               3

         Statements of Operations
           For the three months and nine months ended
           September 30, 1996 and 1995                                  4

         Statements of Cash Flows
           For the three months and nine months ended
           September 30, 1996 and 1995                                  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
                                                                   September 30, 1996              December 31, 1995*
                                                             ------------------------------  ------------------------------


ASSETS
<S>                                                               <C>                           <C>                 
   Cash and equivalents                                           $             69,070          $             36,269
   Cash and equivalents - restricted                                            80,512                        17,438
   Accounts receivable, net of
     allowance for doubtful accounts
     of $4,067 (1996) and $6,224 (1995)                                         68,486                       105,122
   Land, buildings and amenities, net                                        1,156,659                     1,254,828
   Land held for development                                                    96,949                        96,949
   Deferred leasing commissions                                                156,357                       166,071
   Organizational and start-up costs, net                                        1,108                         1,357
   Other assets                                                                 87,910                        42,258
                                                                  --------------------          --------------------

                                                                  $          1,717,051          $          1,720,292
                                                                  ====================          ====================

LIABILITIES AND PARTNERS' EQUITY
   Mortgages and notes payable                                    $          3,827,844          $          3,871,374
   Accounts payable - operations                                               265,050                       165,270
   Accounts payable - construction                                               6,849                        14,257
   Security deposits                                                            12,496                        12,030
   Other liabilities                                                            71,879                         8,287
                                                                  --------------------          --------------------

                                                                             4,184,118                     4,071,218

   Partners' equity                                                         (2,467,067)                   (2,350,926)
                                                                  --------------------          --------------------

                                                                  $          1,717,051          $          1,720,292
                                                                  ====================          ====================

</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                   (11,950,641)                (120,713)                  (12,071,354)
Net loss - current year                     (114,979)                  (1,162)                     (116,141)
Cash distributions
   declared to date                       (2,038,520)                 (20,592)                   (2,059,112)
Repurchase of limited
   partnership units                          (5,081)            --                                  (5,081)
                              ----------------------    ---------------------         ---------------------

Balances at September 30,
  1996                        $           (2,324,700)   $            (142,367)        $          (2,467,067)
                              ======================    =====================         =====================
</TABLE>

*  Reference  is made to the audited  financial  statements  in the Form 10-K as
   filed with the Commission on March 29, 1996.

                                       -3-

<PAGE>
<TABLE>



                            NTS-PROPERTIES PLUS LTD.

                            STATEMENTS OF OPERATIONS
<CAPTION>



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

                                                1996                1995                1996                1995
                                            ------------        ------------        ------------        -----------
<S>                                         <C>                 <C>                 <C>                 <C>         
REVENUES:
  Rental income, net of provision
    for doubtful accounts of $0
    (1996) and $3,259 (1995)                $   209,294         $   202,210         $   623,807         $   748,653
  Interest and other income                       1,006                 549               2,164               4,480
                                            -----------         -----------         -----------         -----------

                                                210,300             202,759             625,971             753,133

EXPENSES:
  Operating expenses                             34,365              30,337              90,788             111,860
  Operating expenses - affiliated                11,400              17,310              36,563              62,707
 Write-off of unamortized loan
   costs                                          9,082                  --               9,082                  --
  Amortization of capitalized
     leasing costs                                  622               1,613               1,612               7,780
  Interest expense                               83,490              96,186             270,329             412,084
  Management fees                                13,513              12,762              39,964              46,890
  Real estate taxes                              20,506              20,381              60,137              80,624
  Professional and administrative
     expenses                                     9,861              13,066              31,844              39,175
  Professional and administrative
     expenses - affiliated                       25,927              27,735              79,573              81,787
  Depreciation and amortization                  39,875              44,359             122,220             266,470
                                            -----------         -----------         -----------         -----------

                                                248,641             263,749             742,112           1,109,377
                                            -----------         -----------         -----------         -----------

Net loss                                    $   (38,341)        $   (60,990)        $  (116,141)        $  (356,244)
                                            ===========         ===========         ===========         ===========

Net loss allocated to the limited
   partners                                 $   (37,958)        $   (60,380)        $  (114,979)        $  (352,682)
                                            ===========         ===========         ===========         ===========

Net loss per limited partnership
  unit                                      $     (0.06)        $     (0.09)        $     (0.17)        $     (0.51)
                                            ===========         ===========         ===========         ===========

Weighted average number of units                685,647             685,647             685,647             685,647
                                            ===========         ===========         ===========         ===========

</TABLE>



                                       -4-

<PAGE>

<TABLE>


                            NTS-PROPERTIES PLUS LTD.

                            STATEMENTS OF CASH FLOWS

<CAPTION>


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

                                                             1996           1995            1996            1995
                                                        ------------    ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>             <C>        
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                $   (38,341)    $   (60,990)    $  (116,141)    $  (356,244)
Adjustments to reconcile net loss to
 net cash provided by (used in)
operating activities:
      Provision for doubtful accounts                            --           1,997              --           3,259
    Write-off of unamortized loan costs                       9,082              --           9,082              --
      Amortization of capitalized leasing
        costs                                                   622           1,613           1,612           7,780
      Depreciation and amortization                          39,875          44,359         122,220         266,470
      Changes in assets and liabilities:
        Cash and equivalents - restricted                   (21,299)        (23,718)        (64,799)        (59,821)
        Accounts receivable                                   9,432          16,156          36,636          41,354
        Deferred leasing commissions                          3,779           3,359           9,714          21,862
        Other assets                                          6,354           6,674         (16,403)         (4,054)
        Accounts payable - operations                        (2,390)         31,632          99,780          18,705
        Security deposits                                       265            (191)            466             907
        Other liabilities                                    23,049          21,514          63,592          19,762
                                                        -----------     -----------     -----------     -----------

   Net cash provided by (used in)
      operating activities                                   30,428          42,405         145,759         (40,020)
                                                        -----------     -----------     -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
   amenities                                                 (1,699)        (46,740)        (24,879)       (138,056)
Increase in cash and equivalents -
   restricted                                                    --              --              --         (14,386)
Decrease in cash and equivalents -
   restricted                                                    --           3,383           1,725          15,219
                                                        -----------     -----------     -----------     -----------

   Net cash used in investing activities                     (1,699)        (43,357)        (23,154)       (137,223)
                                                        -----------     -----------     -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in mortgages payable                             2,187,180              --       2,187,180              --
Principal payments on mortgages and
   notes payable                                         (2,146,497)        (31,859)     (2,230,710)       (103,287)
Capital contribution by a joint
   venture partner                                               --              --              --          94,275
Additions to loan costs                                     (16,981)             --         (46,274)        (18,156)
                                                        -----------     -----------     -----------     -----------

   Net cash provided by (used in)
      financing activities                                   23,702         (31,859)        (89,804)        (27,168)
                                                        -----------     -----------     -----------     -----------

   Net increase (decrease) in cash and
      equivalents                                            52,431         (32,811)         32,801        (204,411)
CASH AND EQUIVALENTS, beginning of
   period                                                    16,639          72,688          36,269         244,288
                                                        -----------     -----------     -----------     -----------

CASH AND EQUIVALENTS, end of period                     $    69,070     $    39,877     $    69,070     $    39,877
                                                        ===========     ===========     ===========     ===========

Interest paid on a cash basis                           $    87,560     $    96,289     $   275,719     $   544,142
                                                        ===========     ===========     ===========     ===========
</TABLE>


                                      -5-
<PAGE>

                            NTS-PROPERTIES PLUS LTD.

                          NOTES TO FINANCIAL STATEMENTS


The financial  statements included herein should be read in conjunction with the
Partnership's  1995 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 and nine months ended September 30, 1996 and 1995.

1.    Cash and Equivalents - Restricted

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

      Cash and  equivalents  -  restricted  at December  31, 1995 also  included
      escrow  funds which were to be released as capital  expenditures,  leasing
      commissions and tenant  improvements were incurred at the properties owned
      by the  Lakeshore/University  II Joint  Venture.  In 1996,  the  remaining
      balance of these escrow funds were released.

2.    New Accounting Pronouncement

      In March 1995, the Financial  Accounting  Standards Board issued Statement
      No. 121 (the  "Statement")  on accounting for the impairment of long-lived
      assets, certain identifiable  intangibles,  and goodwill related to assets
      to be held and used. The Statement also establishes  accounting  standards
      for long-lived assets and certain identifiable  intangibles to be disposed
      of.  The  Partnership  adopted  the  Statement  as of  January  1, 1996 as
      required. No adjustments were required.

3.    Mortgages and Notes Payable

      Mortgages and notes payable consist of the following:


                                               September 30,     December 31,
                                                   1996              1995
                                              --------------    ---------------

     Mortgage payable to an insurance
     company bearing interest at a fixed
     rate of 8.5%, due November 15,
     2005, secured by land and building       $   1,649,680     $    1,736,192

     Mortgage  payable to an insurance  
     company bearing interest at a fixed 
     rate of 8.125%, due August 1, 2008,
     secured by land and building                   754,220                 --

     Mortgage  payable to an insurance  
     company bearing interest at a fixed 
     rate of 8.125%, due August 1, 2008,
     secured by land and building                   722,926                 --

     Mortgage  payable to an insurance  
     company bearing interest at a fixed 
     rate of 8.125%, due August 1, 2008,
     secured by land and building                   701,018                 --

     Note  payable to a bank  bearing  
     interest  at a fixed  rate of 10.6%,  
     due January 31, 1998, secured by
     land and building                                   --          1,156,943

     Note payable to a bank bearing
     interest at a fixed rate of 10.6%,
     due January 31, 1998, secured by           
     land and building                                   --            721,518

                              (continued next page)

                                       -6-

<PAGE>



3.    Mortgages and Notes Payable - Continued


                                              September 30,      December 31,
                                                  1996               1995
                                            ----------------    --------------

     Note  payable to a bank bearing  
     interest at a fixed rate of 10.6%,  
     due January 31, 1998, secured by
     land                                   $            --     $     155,114

     Note payable to a bank bearing
     interest at a fixed rate of 10.6%,
     due January 31, 1998, secured by
     land                                                --            58,869

     Note payable to a bank bearing
     interest at a fixed rate of 10.6%,
     due January 31, 1998, secured by
     land                                                --            42,738
                                            ---------------     -------------
                                            $     3,827,844     $   3,871,374
                                            ===============     =============

      Based on the borrowing  rates  currently  available to the Partnership for
      loans with similar  terms and average  maturities,  the fair value of long
      term debt approximates carrying value.

4.    Related Party Transactions

      Property  management  fees  of  $39,964  and  $46,890  were  paid  to  NTS
      Development   Company,   an  affiliate  of  the  General  Partner  of  the
      Partnership,  during the nine months  ended  September  30, 1996 and 1995,
      respectively.  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 $931 and $5,068 as a repair and
      maintenance  fee during the nine months ended September 30, 1996 and 1995,
      respectively, 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 nine months ended
      September 30, 1996 and 1995.  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.

                                        1996                   1995
                                --------------------    -------------------

          Administrative        $             84,897    $            88,244
          Leasing                             14,520                 30,898
          Property manager                    21,857                 26,955
          Other                                4,124                  3,049
                                --------------------    -------------------

                                $            125,398    $           149,146
                                ====================    ===================

      Accounts payable - operations includes approximately $193,000 and $113,000
      due NTS  Development  Company at September 30, 1996 and December 31, 1995,
      respectively.

5.    Reclassification of 1995 Financial Statements

      Certain  reclassifications  have  been  made  to the  September  30,  1995
      financial   statements   to   conform   with  the   September   30,   1996
      classifications.  These  reclassifications  have no effect  on  previously
      reported operations.



                                       -7-

<PAGE>



6.    Subsequent Event

      Subsequent to September 30, 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 this Interest  Repurchase  Reserve,  the Partnership  will be able to
      repurchase  up to 35,714 Units at a currently  contemplated  price of $.70
      per Unit. The  Partnership  notified the limited  partners by letter dated
      November 6, 1996 of the establishment of the Interest  Repurchase  Reserve
      and the  opportunity to request that the Partnership  repurchase  Units at
      the established price.




                                       -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's  properties as of September 30 were as
follows:



                                                            1996        1995
                                                            ----        ----

Wholly-owned Property
---------------------

Lakeshore Business Center Phase II (See L/U II            See below   See below
Joint Venture below)                                         (1)         (1)

Property owned in Joint Venture with NTS-
Properties V (ownership % at September 30,1996)
-----------------------------------------------

University Business Center Phase II (See L/U II           See below   See below
Joint Venture below)                                         (1)         (1)

Property owned in Joint Venture with NTS-
Properties IV and NTS-Properties VII, Ltd.
(ownership % at September 30, 1996)
-----------------------------------

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

Properties  owned  through  Lakeshore/University  II 
Joint Venture (L/U II JointVenture) (ownership % 
at September 30, 1996)
----------------------------------------------------

Lakeshore Business Center Phase I (12%)                      97%         87%
                                                                         (2)

Lakeshore Business Center Phase II (12%)                     83%         73%

University Business Center Phase II (12%)                   100%        100%

(1)    During the first quarter of 1995, the Partnership's ownership interest in
       the property changed. See below for a discussion regarding the change.

(2)    The  Partnership  obtained an interest in this property  during the first
       quarter of 1995. See below for a discussion regarding this change.












                 (Results of Operations continued on next page)

                                       -9-

<PAGE>



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

The rental and other income  generated by the  Partnership's  properties for the
three months and nine months ended September 30, 1996 and 1995 was as follows:


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

                                       1996       1995       1996        1995
                                    ---------  ----------  ---------  ----------

Wholly-owned Property
---------------------

Lakeshore Business Center
Phase II (See L/U II Joint
Venture below)                           N/A        N/A        N/A    $   98,182
                                                                             (1)

Property owned in Joint
Venture with NTS-Properties V
(ownership % at September 30,
1996)
-----------------------------

University Business Center
Phase II (See L/U II Joint
Venture below)                           N/A        N/A        N/A    $   82,123
                                                                             (1)

Property owned in Joint
Venture with NTS-Properties
IV and NTS-Properties VII,
Ltd. (ownership % at
September 30, 1996)
---------------------------

Blankenbaker Business Center        $   91,554 $   91,646  $ 274,611  $  271,618
1A (39%)

Properties owned through
Lakeshore/University II Joint
Venture (L/U II Joint
Venture) (ownership % at
September 30, 1996)
-----------------------------

Lakeshore Business Center
Phase I (12%)                       $   43,189 $   35,861  $ 130,736  $   94,267
                                                                             (2)
Lakeshore Business Center
Phase II (12%)                      $   36,553 $   37,355  $ 105,442  $  103,034

University Business Center
Phase II (12%)                      $   38,268 $   37,514  $ 113,777  $  102,016

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

(1)    During the first quarter of 1995, the Partnership's ownership interest in
       the property changed. The Partnership's proportionate share of rental and
       other  income from  January 23, 1995 to  September  30, 1995 is reflected
       below (see L/U II Joint  Venture).  See below for a discussion  regarding
       this change.

(2)    The  Partnership  obtained an interest in this property  during the first
       quarter of 1995. See below for a discussion regarding this change.

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  and nine  months  ended
September 30, 1996 as compared to the same periods in 1995 was not significant.

                                      -10-

<PAGE>



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

The  10%  increase  in  occupancy  at  Lakeshore  Business  Center  Phase I from
September  30, 1995 to September  30, 1996 can be attributed to seven new leases
totalling  approximately 19,500 square feet, which includes  approximately 6,900
square  feet  in  expansions  by  three  current  tenants.  The new  leases  and
expansions  are  partially  offset by three  tenants,  who  occupied  a total of
approximately  5,200 square feet,  vacating the premises at the end of the lease
terms.  Average occupancy  increased from 84% (1995) to 97% (1996) for the three
months ended  September 30 and  increased  from 81% (1995) to 98% (1996) for the
nine month  period.  Rental and other income  increased  at  Lakeshore  Business
Center Phase I for the three months and nine months ended  September 30, 1996 as
compared to the same  periods in 1995  primarily  as a result of the increase in
average  occupancy and a decrease in the provision  for doubtful  accounts.  The
increase in rental and other income for the nine months ended September 30, 1996
is also due to the fact that the  Partnership  acquired an interest in Lakeshore
Business Center Phase I as a result of the formation of the Lakeshore/University
II Joint  Venture  (L/U II Joint  Venture)  in  January  1995.  (See below for a
discussion regarding the Joint Venture.)

Subsequent  to September  30, 1996,  an  approximately  5,000 square foot tenant
vacated Lakeshore Business Center Phase I prior to the end of the lease term. As
a result of this tenant move-out,  the business center's occupancy has decreased
to 92%.

The 10%  increase  in  occupancy  at  Lakeshore  Business  Center  Phase II from
September  30, 1995 to September  30, 1996 can be attributed to three new leases
totalling approximately 13,800 square feet and expansions by two current tenants
totalling  approximately 7,000 square feet.  Partially offsetting the new leases
are two  tenant  move-outs  totalling  approximately  5,100  square  feet  and a
downsizing  by a current  tenant of its existing  space of  approximately  6,000
square feet. The two move-outs represent tenants who vacated prior to the end of
the lease term but are  continuing to pay rent through the end of the lease term
(September 1996 and August 1997). Average occupancy at Lakeshore Business Center
Phase II  increased  from 77% (1995) to 81% (1996)  for the three  months  ended
September  30 and  decreased  from 79%  (1995) to 78%  (1996) for the nine month
period.  Overall, rental and other income decreased at Lakeshore Business Center
Phase II for the nine months  ended  September  30, 1996 as compared to the same
period in 1995  primarily  as a result of a  decrease  in rental  rates on lease
renewals.  As  discussed  in prior  filings,  prior to the Ft.  Lauderdale  area
experiencing an economic downturn, the property was able to negotiate higher net
effective rental rates than current market rental rates. As a result, the leases
that were  renewed  at the end of 1995 and the  beginning  of 1996  renewed at a
lower net effective rental rate. The decrease in rental and other income for the
nine  month  period  can  also  be  attributed  to the  Partnership's  decreased
ownership  in  Lakeshore  Business  Center Phase II. (See below for a discussion
regarding  this  change.)  The  change in rental and other  income at  Lakeshore
Business Center Phase II for the three month period was not significant.

As of September 30, 1996,  Lakeshore  Business Center Phase II had approximately
3,900 square feet of additional space leased to a current tenant.  The tenant is
expected to take occupancy  during the fourth quarter.  With the new lease,  the
business center's occupancy should improve to 87%.

Philip Crosby  Associates,  Inc. ("PCA") has leased 100% of University  Business
Center  Phase  II.  The lease  term is for  seven  years,  and the  tenant  took
occupancy  in April  1991.  The tenant has  currently  sub-leased  approximately
70,000 square feet (or 91%) of University Business Center Phase II. Of the total
being sub-leased,  approximately  59,000 square feet (or 84%) is being leased by
Full Sail Recorders, Inc. (a major tenant at University Business Center Phase I,
a  neighboring  property  owned by an  affiliate  of the General  Partner of the
Partnership). In December 1995, Full Sail Recorders, Inc. ("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 PCA. The lease term commences April 1998 when
PCA's lease ends.  As part of the lease  negotiations,  Full Sail will receive a
$200,000  tenant  finish  allowance,  of  which  approximately  $92,000  will be
reimbursed by Full Sail over a 27-month  period which began  January  1996.  The
Joint  Venture  has  received  notice  that PCA will not renew its lease when it
expires in April 1998. At this time it is not known whether the other sublessees
will sign lease renewals with the Joint Venture.


                                      -11-

<PAGE>



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

The decrease in rental and other income at University  Business  Center Phase II
for the nine months ended  September  30, 1996 as compared to the same period in
1995 is due to a decrease  in common  area  expense  reimbursements.  The tenant
reimburses  the Joint  Venture  for common  area  expenses  as part of the lease
agreement. The decrease in rental and other income for the nine month period can
also be  attributed  to the  Partnership's  decreased  ownership  of  University
Business  Center  Phase II. (See below for a  discussion  of this  change.)  The
decrease  in rental  and other  income for the nine  month  period is  partially
offset by a rent escalation  based upon an increase in the consumer price index.
The change in rental and other income at University Business Center Phase II for
the three month period was not significant.

In cases of tenants who cease making rental  payments or abandon the premises in
breach of their lease,  the Partnership  pursues  collection  through the use of
collection agencies and other remedies available by law when practical. In cases
where tenants have vacated as a result of bankruptcy,  the Partnership has taken
legal  action when it was thought  there could be a possible  collection.  There
have been no funds recovered as a result of these actions during the nine months
ended September 30, 1996 and 1995.

The change in  interest  and other  income for the three  months and nine months
ended  September  30,  1996 as  compared  to the  same  periods  in 1995 was not
significant.

The decrease in operating  expenses for the nine months ended September 30, 1996
as  compared  to  the  same  period  in  1995  is  primarily  a  result  of  the
Partnership's decrease in ownership of certain properties which were contributed
to the L/U II Joint Venture in January 1995.  (See below for further  discussion
regarding the Joint  Venture.) The increase in operating  expenses for the three
months  ended  September  30, 1996 as compared to the same period in 1995 is the
result of increased legal fees incurred at Lakeshore Business Center Phase I.

The  decrease in operating  expenses - affiliated  for the three months and nine
months ended  September  30, 1996 as compared to the same periods in 1995 can be
attributed to a decrease in leasing costs at  Blankenbaker  Business  Center 1A.
The decrease in operating expenses - affiliated during the nine month period can
also be attributed to a decrease in ownership of certain  properties  which were
contributed  to the L/U II  Joint  Venture  in  1995.  (See  below  for  further
discussion  regarding the Joint  Venture.)  Operating  expenses - affiliated are
expenses for services  performed by  employees of NTS  Development  Company,  an
affiliate of the General Partner of the Partnership.

The 1996  write-off of  unamortized  loan costs relate to loan costs  associated
with the  Lakeshore/University II Joint Venture's notes payable. The unamortized
loan costs  were  expensed  due to the fact that the notes were  retired in 1996
prior to their  maturity  (January  31,  1998).  See the  Liquidity  and Capital
Resources section in this item for further discussion.

The decrease in amortization  of capitalized  leasing costs for the three months
and nine months ended September 30, 1996 as compared to the same periods in 1995
is due  primarily to costs  capitalized  during  initial  lease-up at University
Business Center Phase II becoming fully amortized in 1995.

Interest  expense has decreased for the nine months ended  September 30, 1996 as
compared to the same period in 1995  primarily as a result of the  Partnership's
decrease in ownership of certain properties which were contributed to the L/U II
Joint Venture in January 1995. (See below for further  discussion  regarding the
Joint  Venture.) Debt totalling  approximately  $16.7 million was contributed by
the Partnership to the Joint Venture.  The decrease in interest  expense for the
three month and nine month periods can also be attributed to continued principal
payments and a lower interest rate on the permanent  financings the L/U II Joint
Venture  obtained on July 23,  1996.  See the  Liquidity  and Capital  Resources
section for a discussion regarding the new mortgages.

Management  fees are  calculated as a percentage of cash  collections;  however,
revenue for reporting  purposes is recorded on the accrual  basis.  As a result,
the  fluctuations of revenues  between periods will differ from the fluctuations
of management  fee expense.  The decrease in management fee expense for the nine
months ended September 30, 1996 as compared to the same period in 1995 can be

                                      -12-

<PAGE>



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

attributed  to the  Partnership's  decrease in ownership  of certain  properties
which were  contributed to the L/U II Joint Venture in January 1995.  (See below
for further  discussion of the Joint Venture.) The change in management fees for
the three months ended September 30, 1996 as compared to the same period in 1995
was not significant.

The decrease in real estate taxes for the nine months ended  September  30, 1996
as  compared  to  the  same  period  in  1995  is  primarily  a  result  of  the
Partnership's decrease in ownership of certain properties which were contributed
to the L/U II Joint Venture in January 1995.  (See below for further  discussion
of the Joint  Venture.)  The change in real  estate  taxes for the three  months
ended  September  30,  1996 as  compared  to the  same  period  in 1995  was not
significant.

The decrease in professional  and  administrative  expenses for the three months
and nine months ended September 30, 1996 as compared to the same periods in 1995
is due primarily to a decrease in outside accounting fees.

The change in  professional  and  administrative  expenses - affiliated  for the
three  month  and nine  month  periods  was not  significant.  Professional  and
administrative  expenses - affiliated  are  expenses  for services  performed by
employees of NTS Development Company, an affiliate of the General Partner.

Depreciation  and  amortization  expense has  decreased for the three months and
nine months ended September 30, 1996 as compared to the same periods in 1995 due
to a  portion  of the  assets  of the  Partnership's  joint  venture  properties
becoming fully  depreciated.  The decrease in depreciation  and amortization for
the  nine  month  period  is also a  result  of the  Partnership's  decrease  in
ownership  of  certain  properties  which were  contributed  to the L/U II Joint
Venture  in  January  1995.  (See  below  for  further  discussion  of the Joint
Venture.)  Depreciation  is  computed  using the  straight-line  method over the
estimated  useful  lives  of  the  assets  which  are  5 -  30  years  for  land
improvements, 30 years for buildings, 5 - 30 years for building improvements and
5 - 30 years for amenities.  The aggregate cost of the Partnership's  properties
for Federal tax purposes is approximately $6,900,000.00.

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

Cash  provided by (used in)  operations  was $145,759 and $(40,020) for the nine
months ended September 30, 1996 and 1995, 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 September  30) were  $69,070 and $39,877 as of  September  30, 1996 and 1995,
respectively.

As  previously  disclosed  in the  Partnership's  Form  10-K for the year  ended
December 31, 1995, a new joint  venture known as  Lakeshore/University  II Joint
Venture  (L/U II Joint  Venture)  was  formed  on  January  23,  1995  among the
Partnership,  NTS-Properties IV, NTS-Properties V and NTS/Fort Lauderdale, Ltd.,
affiliates  of the General  Partner of the  Partnership,  for purposes of owning
Lakeshore  Business Center Phases I and II, University  Business Center Phase II
and certain undeveloped tracts of land adjacent to the Lakeshore Business Center
development.

On July 23, 1996, the L/U II Joint Venture obtained three mortgage loans from an
insurance  company totalling  $17,400,000  million  ($6,025,000,  $5,775,000 and
$5,600,000).  The  outstanding  balances of the loans at September 30, 1996 were
$6,000,163, $5,751,193 and $5,576,915, respectively. The loans are recorded as a
liability of the Joint Venture.  The  Partnership's  proportionate  share in the
loans at September 30, 1996 was $754,220,  $722,926 and $701,018,  respectively.
The mortgages bear interest at a fixed rate of 8.125%, are due August 1, 2008,

                                      -13-

<PAGE>



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

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 proceeds  from the
loans were used to pay off the Joint  Venture's  notes payable of  approximately
$16.8  million,  which bore interest at a fixed rate of 10.6%,  and to fund loan
closing  costs  of  approximately  $280,000.  The  Partnership's   proportionate
interest in the notes which were paid off was  approximately  $2,000,000 or 12%.
The notes  which were paid off had a  maturity  date of January  31,  1998.  The
remaining proceeds will be used to fund Joint Venture tenant finish improvements
and leasing costs.

As of September 30, 1996, the  Blankenbaker  Business Center Joint Venture had a
mortgage  payable with an  insurance  company in the amount of  $4,275,998.  The
mortgage is recorded as a liability  of the Joint  Venture and is secured by the
assets of the Joint Venture.  The  Partnership's  proportionate  interest in the
mortgage at September 30, 1996 is  $1,649,680.  The mortgage bears interest at a
fixed rate of 8.5% and is due November 15, 2005.  Monthly principal payments are
based upon an 11-year amortization schedule. At maturity, the mortgage will have
been repaid based on the current rate of amortization.

The  majority of the  Partnership's  1996 cash flow was derived  from  operating
activities.  The majority of the  Partnership's  1995 cash flow was derived from
the use of cash reserves. 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 to the
current  floor plan to  accommodate  a tenant's  needs,  new carpeting and paint
and/or wallcovering. The extent and cost of these improvements are determined by
the size of the space  and  whether  the  improvements  are for a new  tenant or
incurred because of a lease renewal.  Cash flows used in investing activities in
1995 also include cash which is being escrowed for capital expenditures, leasing
commissions and tenant  improvements at the properties owned by the L/U II Joint
Venture.  Cash flows provided by investing activities in 1996 were the result of
a release of these escrow funds. Cash flows provided by investing  activities in
1995 were the result of a release  from the funds  escrowed  for  tenant  finish
improvements  at Lakeshore  Business  Center Phase II as required by a July 1993
loan extension agreement. Cash flows used in investing activities were funded by
cash flow from operating activities and a capital contribution (see below). Cash
flows  provided by financing  activities  are from the L/U II Joint Venture debt
refinancings  (discussed above). Cash flows used in financing activities are for
loan costs and principal  payments on mortgages and notes  payable.  The capital
contribution by a joint venture partner represents the Partnership's interest in
the L/U II Joint  Venture's  increase  in cash  which  resulted  from a  capital
contribution  when the Joint  Venture  was formed on January 23, 1995 (see above
for  a  discussion  of  the  Joint  Venture).   The  Partnership   utilizes  the
proportionate  consolidation  method of accounting for joint venture properties.
The Partnership's interest in the joint venture's assets, liabilities, revenues,
expenses  and  cash  flows  are  combined  on  a  line-by-line  basis  with  the
Partnership's own assets,  liabilities,  revenues,  expenses and cash flows. 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 the three mortgage  loans the L/U II Joint Venture  obtained on July 23, 1996
(see  discussion  above).  The  Partnership  also  expects  the demand on future
liquidity  to  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 needs
of the Partnership.

Due to the fact that no  distributions  were made during the nine  months  ended
September  30,  1996 or 1995,  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

                                      -14-

<PAGE>



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

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.

As of  September  30,  1996,  the L/U II Joint  Venture had a  commitment  for a
$200,000 special tenant finish allowance, of which approximately $92,000 will be
reimbursed  by the tenant over a 27-month  period  which began in January  1996.
This  commitment is the result of lease  negotiations  with Full Sail Recorders,
Inc. ("Full Sail") which currently  sub-leases  approximately 59,000 square feet
from Philip Crosby Associates,  Inc. ("PCA") at University Business Center Phase
II. The Joint Venture  anticipates  that the allowance will be paid to Full Sail
during the fourth quarter of 1996 and/or early 1997.  PCA currently  leases 100%
of the business center through April 1998. Full Sail's lease term with the Joint
Venture  is for 33 months  (April  1998 to  December  2000).  The  Partnership's
proportionate   share  of  the  net   commitment   ($200,000  less  $92,000)  is
approximately $13,000 or 12%.

As of  September  30,  1996,  the L/U II  Joint  Venture  has a  commitment  for
approximately $65,000 of tenant finish improvements at Lakeshore Business Center
Phase  II.  The  Partnership's   proportionate   share  of  this  commitment  is
approximately  $8,000 or 12%. The  commitment is the result of an expansion by a
current  tenant of its existing  space by  approximately  3,900 square feet. The
tenant is  expected  to take  occupancy  of the  expansion  space in the  fourth
quarter of 1996.

The  Partnership  had no other material  commitments  for renovations or capital
improvements at September 30, 1996.

The L/U II Joint  Venture  owns  approximately  6 acres of land  adjacent to the
Lakeshore  Business  Center  development  in  Ft.   Lauderdale,   Florida.   The
Partnership's  proportionate interest at September 30, 1996 in the land held for
development is approximately $97,000. The Joint Venture currently has a contract
for the sale of .7 acres of this land for $175,000.

The following  describes the efforts being taken by the  Partnership to increase
the occupancy  levels at the  Partnership's  properties.  At Lakeshore  Business
Center  Phases I and II,  the  Partnership  has an  on-site  leasing  agent,  an
employee of NTS Development  Company (an affiliate of the General Partner),  who
makes calls to potential tenants, negotiates lease renewals with current tenants
and manages local  advertising with the assistance of NTS Development  Company's
marketing  staff.  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.

                                      -15-

<PAGE>



PART II. OTHER INFORMATION


1.       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

                  None.

                                      -16-

<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
                                         BY:   NTS Capital Corporation,
                                               General Partner

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


Date:     November 11, 1996

                                      -17-