<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               June 30, 1997
                               
                                       OR

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

For the transition period from __________ to __________

Commission File Number                   0-18952

                          NTS-PROPERTIES PLUS LTD.

           (Exact name of registrant as specified in its charter)

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

      10172 Linn Station Road
      Louisville, Kentucky                              40223
(Address of principal executive                        (Zip Code)
offices)

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

                              Not Applicable
           Former name, former address and former fiscal year,
                     if changed since last report

Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days.

                                                    YES  X         NO

Exhibit Index: See page 17
Total Pages: 18



<PAGE>



                                TABLE OF CONTENTS


                                                                    Pages

                                     PART I

Item 1.       Financial Statements

              Balance Sheets and Statement of Partners' Equity
                As of June 30, 1997 and December 31, 1996               3

              Statements of Operations
                For the three months and six months ended
                June 30, 1997 and 1996                                  4

              Statements of Cash Flows
                For the three months and six months ended
                June 30, 1997 and 1996                                  5

              Notes To Financial Statements                           6-9

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations                   10-16


                                     PART II

1.     Legal Proceedings                                               17
2.     Changes in Securities                                           17
3.     Defaults upon Senior Securities                                 17
4.     Submission of Matters to a Vote of Security Holders             17
5.     Other Information                                               17
6.     Exhibits and Reports on Form 8-K                                17

Signatures                                                             18


                                      - 2 -

<PAGE>


<TABLE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                            NTS-PROPERTIES PLUS LTD.
                            ------------------------

                BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY
                -----------------------------------------------
               

                                                   As of           As of
                                               June 30, 1997 December 31, 1996*
ASSETS                                         ------------- -------------------

<S>                                             <C>            <C>        
Cash and equivalents                            $     7,768    $    42,944
Cash and equivalents - restricted                    65,506         24,540
Accounts receivable                                  31,772         50,408
Land, buildings and amenities, net                1,058,278      1,121,097
Asset held for sale                                  96,949         96,949
Deferred leasing commissions                        143,464        153,380
Organizational and start-up costs, net                  859          1,025
Other assets                                         88,457         80,945
                                                -----------    -----------

                                                $ 1,493,053    $ 1,571,288
                                                ===========    ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages payable                               $ 3,651,713    $ 3,770,347
Accounts payable - operations                       337,748        268,688
Accounts payable - construction                       1,273          4,106
Security deposits                                    13,649         12,030
Other liabilities                                    57,258         15,421
                                                -----------    -----------

                                                  4,061,641      4,070,592

Commitments and Contingencies

Partners' equity                                 (2,568,588)    (2,499,304)
                                                -----------    -----------

                                                $ 1,493,053    $ 1,571,288
                                                ===========    ===========
</TABLE>


<TABLE>
                                  Limited          General
                                  Partners         Partner         Total
                                 -----------      ---------      -----------
PARTNERS' EQUITY
<S>                             <C>             <C>             <C>   
Capital contributions, net of
 offering costs                 $ 11,784,521    $        100    $ 11,784,621
Net loss - prior years           (12,094,247)       (122,164)    (12,216,411)
Net loss - current year              (56,636)           (572)        (57,208)
Cash distributions declared
 to date                          (2,038,520)        (20,592)     (2,059,112)
Repurchase of limited
 partnership Units                   (20,478)           --           (20,478)
                                 ------------    ------------    ------------

Balances at June 30, 1997       $ (2,425,360)   $   (143,228)   $ (2,568,588)
                                 ============    ============    ============
</TABLE>

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

                                      - 3 -

<PAGE>


<TABLE>

                            NTS-PROPERTIES PLUS LTD.

                            STATEMENTS OF OPERATIONS


<CAPTION>

                                         Three Months Ended         Six Months Ended
                                              June 30,                  June 30,
                                              --------                  --------

                                          1997        1996         1997         1996
                                       ---------    ---------    ---------    ---------
<S>                                    <C>          <C>          <C>          <C>      
REVENUES:
 Rental income                         $ 200,385    $ 209,883    $ 389,797    $ 414,513
 Interest and other income                   432          871        1,055        1,159
                                       ---------    ---------    ---------    ---------

                                         200,817      210,754      390,852      415,672

EXPENSES:
  Operating expenses                      37,233       27,798       72,946       57,412
  Operating expenses - affiliated         13,335       12,661       28,353       25,163
  Interest expense                        76,877       93,029      153,820      186,840
  Management fees                         12,758       13,190       24,691       26,451
  Real estate taxes                       18,803       19,753       38,566       39,631
  Professional and administrative
     expense                              12,486       10,966       23,942       21,983
  Professional and administrative
     expenses - affiliated                13,048       25,309       26,181       53,646
  Depreciation and amortization           39,509       41,541       79,561       82,345
                                       ---------    ---------    ---------    ---------

                                         224,049      244,247      448,060      493,471
                                       ---------    ---------    ---------    ---------

Net loss                               $ (23,232)   $ (33,493)   $ (57,208)   $ (77,799)
                                        =========    =========    =========    =========

Net loss allocated to the limited
  partners                             $ (23,000)   $ (33,158)   $ (56,636)   $ (77,021)
                                        =========    =========    =========    =========

Net loss per limited partnership
  unit                                 $   (0.03)   $   (0.05)   $   (0.08)   $   (0.11)
                                        =========    =========    =========    =========

Weighted average number of units         663,902      685,647      669,311      685,647
                                        =========    =========    =========    =========



</TABLE>

                                      - 4 -

<PAGE>


<TABLE>

                            NTS-PROPERTIES PLUS LTD.

                            STATEMENTS OF CASH FLOWS

<CAPTION>


                                           Three Months Ended     Six Months Ended
                                                 June 30,              June 30,
                                                 --------              --------

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

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                      <C>        <C>        <C>        <C>       
Net loss                                 $ (23,232) $ (33,493) $ (57,208) $ (77,799)
Adjustments to reconcile net loss to
 net cash provided by operating
 activities:
   Depreciation and amortization            39,509     41,541     79,561     82,345
   Changes in assets and liabilities:
      Cash and equivalents - restricted    (20,541)   (21,877)   (40,966)   (43,500)
      Accounts receivable                   21,847     13,268     18,636     27,204
      Deferred leasing commissions           6,739      3,779      9,916      5,935
      Other assets                           6,476      1,099    (10,892)   (21,770)
      Accounts payable - operations          4,926     49,483     69,060    102,170
      Security deposits                       --         (444)     1,618        201
      Other liabilities                     21,220     19,094     41,838     40,545
                                         ---------  ---------  ---------  ---------

   Net cash provided by operating
      activities                            56,944     72,450    111,563    115,331
                                         ---------  ---------  ---------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
   amenities                               (10,246)    (1,447)   (16,029)   (23,179)
Decrease in cash and equivalents -
   restricted                                 --         --         --        1,725
                                         ---------  ---------  ---------  ---------

   Net cash used in investing activities   (10,246)    (1,447)   (16,029)   (21,454)
                                         ---------  ---------  ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages and
   notes payable                           (59,932)   (42,408)  (118,634)   (84,213)
Additions to loan costs                       --      (24,219)      --      (29,294)
Repurchase of limited partnership Units       --         --      (12,076)      --
                                         ---------  ---------  ---------  ---------

  Net cash used in financing activities    (59,932)   (66,627)  (130,710)  (113,507)
                                         ---------  ---------  ---------  ---------

  Net increase (decrease) in cash and
    equivalents                            (13,234)     4,376    (35,176)   (19,630)

CASH AND EQUIVALENTS, beginning of
  period                                    21,002     12,263     42,944     36,269
                                         ---------  ---------  ---------  ---------

CASH AND EQUIVALENTS, end of period      $   7,768  $  16,639  $   7,768  $  16,639
                                         =========  =========  =========  =========

Interest paid on a cash basis            $  76,877  $  93,883  $ 154,987  $ 188,159
                                         =========  =========  =========  =========

</TABLE>



                                      - 5 -

<PAGE>




                            NTS PROPERTIES PLUS LTD.

                          NOTES TO FINANCIAL STATEMENTS


The  financial  statements  and  schedules  included  herein  should  be read in
conjunction  with the  Partnership's  1996 Annual Report.  In the opinion of the
general partner, all adjustments  (consisting only of normal recurring accruals)
necessary for a fair presentation  have been made to the accompanying  financial
statements for the three months and six months ended June 30, 1997 and 1996.

1.    Use of Estimates in the Preparation of Financial Statements
      -----------------------------------------------------------
      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements  and the  reported  amounts of revenues and expenses
      during the reporting period.Actual results could differ from those 
      estimates.

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

3.    Interest Repurchase Reserve
      --------------------------
      On November 6, 1996, the  Partnership  established an Interest  Repurchase
      Reserve  in  the  amount  of  $25,000  pursuant  to  Section  16.4  of the
      Partnership's Amended and Restated Agreement of Limited Partnership.  With
      these funds, the Partnership will be able to repurchase  35,714 Units at a
      price of $0.70  per unit.  Through  June 30,  1997,  the  Partnership  has
      repurchased  a total of 21,995  Units for $15,397.  Repurchased  Units are
      retired by the Partnership, thus increasing the share of ownership of each
      remaining  investor.  On February 17, 1997, the  Partnership  indefinitely
      suspended the Interest Repurchase Program.

4.    Mortgages Payable
      -----------------
      Mortgages payable consist of the following:


                                                   June 30,         December 31,
                                                    1997                1996
                                                 -----------       -------------
      Mortgage payable to an insurance  
      company,  bearing interest at a fixed 
      rate of 8.5%, due November 15, 2005,
      secured by land and building               $ 1,557,494        $ 1,619,600

      Mortgage payable to an insurance
      company, bearing interest at a fixed
      rate of 8.125%, due August 1, 2008,
      secured by land and building                   725,154            744,727

      Mortgage payable to an insurance
      company, bearing interest at a fixed
      rate of 8.125%, due August 1, 2008,
      secured by land and building                   695,064            713,826

                              (Continued next page)


                                      - 6 -

<PAGE>


4.    Mortgages Payable - Continued
      ------------------------------
                                                    June 30,       December 31,
                                                      1997            1996
                                                  -----------      -----------
      Mortgage payable to an insurance  
      company,  bearing interest at a fixed 
      rate of 8.125%, due August 1, 2008,
      secured by land and building                $   674,001      $   692,194
                                                   ----------       ----------
                                                  $ 3,651,713      $ 3,770,347
                                                   ==========       ==========

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


5.    Related Party Transactions
      --------------------------
      Property  management  fees  of  $24,691  and  $26,451  were  paid  to  NTS
      Development   Company,   an  affiliate  of  the  general  partner  of  the
      Partnership,  during  the  six  months  ended  June  30,  1997  and  1996,
      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 $1,334 and $479 as a repair and
      maintenance  fee  during  the six  months  ended  June 30,  1997 and 1996,
      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 six months ended
      June 30,  1997 and 1996.  These  charges  include  items  which  have been
      expensed  as  operating   expenses  -  affiliated  or   professional   and
      administrative  expenses  affiliated and items which have been capitalized
      as deferred leasing  commissions,  other assets or as land,  buildings and
      amenities.


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

               Administrative            $ 31,073           $ 58,395
               Leasing                      9,954             10,108
               Property manager            18,501             14,775
               Other                           83                882
                                         --------            -------

                                         $ 59,611           $ 84,160
                                         ========            =======

      Accounts payable - operations includes approximately $277,000 and $233,000
      due NTS  Development  Company  at June 30,  1997 and  December  31,  1996,
      respectively.  NTS  Development  Company has indicated to the  Partnership
      that they will not demand repayment of the amounts  outstanding as of June
      30, 1997 during 1997.  Payments to this affiliate will be made during 1997
      as cash flows permit.

6.    Reclassification of 1996 Financial Statements
      ---------------------------------------------
      Certain  reclassifications  have been made to the June 30, 1996  financial
      statements  to  conform  with  the June 30,  1997  classifications.  These
      reclassifications have no effect on previously reported operations.



                                      - 7 -

<PAGE>



7.    Commitments and Contingencies
      -----------------------------
      Philip Crosby  Associates,  Inc.  ("Crosby") has leased 100% of University
      Business   Center  Phase  II.  The   business   center  is  owned  by  the
      Lakeshore/University  II (L/U II) Joint  Venture in which the  Partnership
      has a 12% interest.  The original lease term was for seven years,  and the
      tenant took occupancy in April 1991.  During 1994,  1995 and 1996,  Crosby
      sub-leased  a  portion  of the  business  center.  Currently,  Crosby  has
      sub-leased,  through  the end of their lease  term,  approximately  85,000
      square feet(including approximately 10,000 square feet of mezzanine space)
      of University Business Center Phase II's approximately  88,000 square feet
      of  net  rentable   area  (or  96%).   Of  the  total  being   sub-leased,
      approximately  73,000  square  feet (or 86%) is being  leased by Full Sail
      Recorder's  Inc.  ("Full  Sail"),  a major tenant at  University  Business
      Center  Phase  I, a  neighboring  property  owned by an  affiliate  of the
      General  Partner  of  the  Partnership.   Through  December  1996,  Crosby
      continued to make rent payments  pursuant to the original lease terms. The
      Joint  Venture  received  notice  that  Crosby  did not intend to pay full
      rental due under the original lease agreement from and after January 1997.
      The rental income from this property  accounted for  approximately  18% of
      the partnership's total revenues during 1996. The Joint Venture instituted
      legal action against Crosby to seek resolution of this situation. See Note
      8 for a further discussion regarding the current status of this situation.
      Although  the Joint  Venture  does not  presently  have  lease  agreements
      (except  as noted  below)  with the  sub-lessees  noted  above,  beginning
      February 1997 rent payments from these sub-lessees have been made directly
      to the Joint Venture. The Joint Venture is currently  negotiating directly
      with  the  sub-lessees  to  enter  into  lease  agreements  for the  space
      presently sublet. At this time, the future leasing and tenant finish costs
      which will be required to release  this space are unknown  except as noted
      below for the negotiations with Full Sail.

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


8.    Subsequent Event
      ----------------
      Crosby has  abandoned  its business and sold all or most of its  operating
      assets and has  informed the Joint  Venture that Crosby may be  insolvent.
      Subsequent  to June 30, 1997, a  conditional  settlement  was reached at a
      mediation  conference  with  Crosby  and its  corporate  parent,  whereby,
      subject to the Joint  Venture's  acceptance of the settlement  terms,  the
      corporate parent has agreed to pay a portion of Crosby's  liability to the
      Joint Venture in full satisfaction of all claims against Crosby and any of
      its affiliates.




                                      - 8 -

<PAGE>



8.    Subsequent Event - Continued
      -----------------------------
      The amount of any settlement will be substantially less than the aggregate
      liability of Crosby to the Joint Venture  resulting from Crosby's  default
      under its lease. As a result,  the Joint Venture may be forced to seek out
      additional  sources  of  capital to fund  ongoing  operations,  including,
      without  limitation,  from loans, the sale of assets,  additional  capital
      contributions  of its  partners  and/or the  admission of a new partner or
      partners,  or from other sources.  There is no present  assurance that any
      such needed capital will be available.








                                      - 9 -

<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS
        
Results of Operations
---------------------

The  occupancy  levels  at the  Partnership  properties  as of  June  30 were as
follows:


                                                     1997              1996
                                                     ----              ----

Property owned in Joint Venture with
NTS-Properties IV and NTS-Properties VII,
Ltd.(Ownership % at June 30, 1997)
-----------------------------------------

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

Properties owned through Lakeshore/University
II Joint Venture (L/U II Joint Venture)
(Ownership % at June 30, 1997)
---------------------------------------------

Lakeshore Business Center Phase I (12%)               97%              99%

Lakeshore Business Center Phase II (12%)              94%              80%

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

The rental and other income  generated by the  Partnership's  properties for the
three months and six months ended June 30, 1997 and 1996 was as follows:


                                  Three Months Ended        Six Months Ended
                                       June 30,                 June 30,
                                  ------------------        -----------------
     
                                    1997      1996            1997      1996
                                  --------  --------        --------   ------
Property owned in Joint
Venture with NTS-Properties IV
and NTS-Properties VII, Ltd.
(Ownership % at June 30, 1997)
------------------------------

Blankenbaker Business Center
1A (39%)                          $ 91,589  $ 91,554        $183,143   $183,057

Properties owned through
Lakeshore/University II Joint
Venture (L/U II Joint Venture)
(Ownership % at June 30, 1997)
------------------------------

Lakeshore Business Center
Phase I (12%)                     $ 43,870  $ 44,490        $ 88,338   $ 87,547

Lakeshore Business Center
Phase II (12%)                    $ 44,921  $ 35,900        $ 86,656   $ 68,890

University Business Center
Phase II (12%)                    $ 20,209  $ 38,278        $ 32,047   $ 75,510

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



                                     - 10 -

<PAGE>



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

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 six months ended June
30, 1997 as compared to the same periods in 1996 was not significant.

The 2% decrease in occupancy at Lakeshore  Business Center Phase I from June 30,
1996 to June 30,  1997 can be  attributed  to five  tenant  move-outs  totalling
approximately  10,300  square  feet.  The five  move-outs  consist of one tenant
vacating at the end of the lease term (1,800 square feet), one tenant exercising
a termination  option (1,600 square feet - no termination  fee was required) and
three  tenants  vacating  prior  to the  end of the  lease  term - one  due to a
business  decision to  consolidate  its office  space at another  location  (700
square  feet tenant paid rent  through  end of lease),  one due to a  downsizing
decision by the tenant's parent company (1,200 square feet - tenant paid the L/U
II Joint  Venture  a lease  termination  fee  (recorded  as  rental  income)  of
approximately  $7,000 of which the Partnership's  proportionate share is $840 or
12%)  and one due to  bankruptcy  (5,000  square  feet -  tenant  ceased  rental
payments).  The write-off of accrued income  connected with these leases was not
significant.  The move-outs are  partially  offset by five new leases  totalling
approximately  6,400  square feet and an  expansion  by a current  tenant of its
existing space totalling  approximately  2,100 square feet. Average occupancy at
Lakeshore  Business  Center Phase I decreased  from 98% (1996) to 96% (1997) for
the three months ended June 30 and  decreased  from 98% (1996) to 95% (1997) for
the six  month  period.  The  change in rental  and  other  income at  Lakeshore
Business  Center Phase I for the three months and six months ended June 30, 1997
as compared to the same periods in 1996 was not significant.

The 14% increase in occupancy  at Lakeshore  Business  Center Phase II from June
30,  1996 to June  30,  1997  can be  attributed  to six  new  leases  totalling
approximately 17,400 square feet which includes  approximately 7,000 square feet
in expansions by two current tenants.  One tenant,  Lambda Physik,  accounts for
nearly  11,000  square  feet of the total new leases and has become the  largest
tenant  in the  building;  occupying  approximately  11% of the  total  building
rentable square feet.  Partially  offsetting the new leases is a downsizing by a
current  tenant of its existing  space of  approximately  3,600 square feet. The
downsizing was the result of a decision by the tenant's management to centralize
its  warehouse  operation  with another  location.  The  downsizing  was done in
conjunction with a lease renewal;  therefore,  there was no write-off of accrued
income.  Average occupancy at Lakeshore  Business Center Phase II increased from
80% (1996) to 94% (1997) for the three months ended June 30 and  increased  from
76% (1996) to 92% (1997) for the six month  period.  The  increase in rental and
other income at Lakeshore  Business Center Phase II for the three months and six
months  ended  June 30,  1997 as  compared  to the same  periods  in 1996 is due
primarily to the increase in average occupancy.

As of June 30, 1997,  Lakeshore Business Center Phase II has approximately 1,800
square  feet of  additional  space  leased to a current  tenant.  The  tenant is
expected to take occupancy during the fourth quarter of 1997.

Subsequent  to June 30,  1997, a lease for  approximately  4,200 square feet was
signed  at  Lakeshore  Business  Center  Phase  II with a tenant  who  currently
occupies  approximately  1,300 square feet in Lakeshore Business Center Phase I.
The lease is for six years and the tenant is expected to take occupancy near the
end of the third  quarter of 1997.  With the new leases,  the business  center's
occupancy  should  improve to 100%.  See the  Liquidity  and  Capital  Resources
section of this item for the tenant finish commitment related to this lease.

Philip Crosby Associates, Inc. ("Crosby") has leased 100% of University Business
Center Phase II.  The original lease term is for seven years,and the tenant took
occupancy  in April 1991.   As a result of Crosby downsizing and sub-leasing a

                                     - 11 -

<PAGE>



Results of Operations - Continued
---------------------------------
portion of its leased space, occupancy has decreased to 99% at June 30, 1997 and
1996. During January 1997, Crosby vacated the remaining space it occupied at the
business  center.  See below for a further  discussion  of Crosby and its leased
space.

The decrease in rental and other income at University  Business  Center Phase II
for the three  months and six months ended June 30, 1997 as compared to the same
periods  in 1996  is due to the  following.  Through  the  end of  1996,  Crosby
continued to make rent payments  pursuant to the original  lease term. The Joint
Venture  received notice that Crosby did not intend to pay full rental due under
the lease agreement from and after January 1997. Although the Joint Venture does
not  presently  have lease  agreements  (except as noted  below)  with  Crosby's
subtenants,  beginning  February 1997,  rent payments from Crosby's  sub-tenants
(see discussion  below) have been made directly to the Joint Venture,  which are
substantially  less than what  Crosby  owed.  Currently,  the Joint  Venture  is
recognizing   income  to  the  extent  of  what  is  being  collected  from  the
sub-tenants. The decrease in rental and other income for the six month period is
also due to the fact that approximately $70,000 of accrued income connected with
the Crosby lease was written-off  during the first quarter of 1997, of which the
Partnership's proportionate share is approximately $8,400 or 12%.

In cases of tenants who cease making rental  payments or abandon the premises in
breach of their lease,  the Partnership  pursues  collection  through the use on
collection agencies and other remedies available by law when practical. In cases
where tenants have vacated as a result of bankruptcy,  the Partnership has taken
legal  action when it was thought  there could be a possible  collection.  There
have been no funds  recovered as a result of these actions during the six months
ended June 30, 1997 or 1996.

The change in  interest  and other  income  for the three  months and six months
ended June 30, 1997 as compared to the same periods in 1996 was not significant.

The increase in operating expense for the three months and six months ended June
30, 1997 as compared to the same  periods in 1996 is due  primarily to increased
exterior building  renovations at Blankenbaker  Business Center 1A and increased
legal expenses at Lakeshore  Business Center Phase I.  Fluctuations in operating
expenses at Lakeshore  Business  Center Phase II and University  Business Center
Phase II were not significant.

The increase in operating expense - affiliated for the six months ended June 30,
1997 as compared to the same period in 1996 is primarily the result of increased
property management costs at all of the Partnership's properties.  The change in
operating  expense - affiliated for the three month period was not  significant.
Operating  expenses - affiliated are expenses for service performed by employees
of  NTS  Development  Company,  an  affiliate  of  the  General  Partner  of the
Partnership.

Interest  expense has  decreased  for the three months and six months ended June
30, 1997 as compared to the same  periods in 1996  primarily  as a result of the
lower  interest  rate  on the  permanent  financings  the L/U II  Joint  Venture
obtained in July 1996  (8.125%  compared  to 10.6% on the  previous  debt).  The
decrease  is also  due to  continued  principal  payments  on the  L/U II  Joint
Venture's  and  Blankenbaker  Business  Center 1A's debt.  See the Liquidity and
Capital  Resources  section of this item for details regarding the Partnership's
debt.

Management  fees are  calculated as a percentage of cash  collections;  however,
revenue for reporting  purposes is recorded on the accrual  basis.  As a result,
the fluctuations of revenue between periods will differ from the fluctuations of
management fee expense.




                                     - 12 -

<PAGE>



Results of Operations - Continued
---------------------------------
The changes in real estate taxes and  professional and  administrative  expenses
for the three  months and six months ended June 30, 1997 as compared to the same
periods in 1996 were not significant.

The decrease in professional  and  administrative  expenses - affiliated for the
three  months and six months ended June 30, 1997 as compared to the same periods
in  1996  is  due  primarily  to  decreased   salary  costs.   Professional  and
administrative  expenses - affiliated  are  expenses  for services  preformed by
employees of NTS Development Company, an affiliate of the General Partner.

The change in depreciation and amortization expense for the three months and six
months  ended  June 30,  1997 as  compared  to the same  periods in 1996 was not
significant.  Depreciation is computed using the  straight-line  method over the
estimated  useful  lives  of  the  assets  which  are  5 -  30  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 approximately $6,800,000.

Liquidity and Capital Resources
-------------------------------
Cash provided by  operations  was $111,563 and $115,331 for the six months ended
June 30,  1997 and 1996,  respectively.  The  Partnership  has not made any cash
distributions  since the  quarter  ended June 30,  1991.  Distributions  will be
resumed once the  Partnership  has  established  adequate  cash  reserves and is
generating cash from operations which, in management's opinion, is sufficient to
warrant  future  distributions.  The  primary  source  of future  liquidity  and
distributions is expected to be derived from cash generated by the Partnership's
properties  after adequate cash reserves are  established for future leasing and
tenant finish costs and other  capital  improvements.  Cash reserves  (which are
unrestricted cash and equivalents as shown on the Partnership's balance sheet as
of June 30) were $7,768 and $16,639 as of June 30, 1997 and 1996, respectively.

As of June 30,  1997,  the  Blankenbaker  Business  Center  Joint  Venture had a
mortgage  payable with an  insurance  company in the amount of  $4,037,051.  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 June 30, 1997 is $1,557,494.  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.

As of June 30, 1997 the L/U II Joint  Venture had three  mortgage  loans with an
insurance company.  The outstanding  balances of the loans at June 30, 1997 were
$5,768,923, $5,529,548 and $5,361,986, respectively, for a total of $16,660,457.
The loans are recorded as a liability of the Joint  Venture.  The  Partnership's
proportionate  share in the loans at June 30, 1997 was  $725,154,  $695,064  and
$674,001,  respectively,  for a total of $2,094,219. The mortgages bear interest
at a fixed rate of 8.125%, are due August 1, 2008, and are secured by the assets
of the Joint  Venture.  Monthly  principal  payments  are  based  upon a 12-year
amortization schedule. At maturity, the loans will have been repaid based on the
current rate of amortization.

The  majority  of the  Partnership's  cash flows  were  derived  from  operating
activities.  Cash flows  used in  investing  activities  include  tenant  finish
improvements.  Changes to current tenant finish  improvements are a typical part
of any lease  negotiation.  Improvements  generally  include a  revision  of the
current  floor plan to  accommodate  a tenant's  needs,  new carpeting and paint
and/or wallcovering. The extent and cost of these improvements are determined by
the size of the space and and whether the  improvements  are for a new tenant or
incurred because of a lease renewal. Cash flows provided by investing activities



                                     - 13 -

<PAGE>



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

in 1996 were the result of a release of funds escrowed for capital expenditures,
leasing  commissions and tenant  improvements at the properties owned by the L/U
II Joint  Venture  as  required  by a 1995 loan  agreement.  Cash  flows used in
investing  activities were funded by cash flow from operating  activities.  Cash
flows used in financing  activities  are for loan costs,  principal  payments on
mortgages and notes payable and the repurchase of limited partnership Units. The
Partnership does not expect any material changes in the mix and relative cost of
capital  resources except for renovations and other major capital  expenditures,
including  tenant finish,  which may be required to be funded from cash reserves
if they exceed cash flow from operating activities.

Due to the fact that no distributions were made during the six months ended June
30, 1997 or 1996, the table which presents that portion of the distribution that
represents  a return of capital on a  Generally  Accepted  Accounting  Principle
basis has been omitted.

Currently,  the  Partnership's  plans for  renovations  and other major  capital
expenditures  include tenant  improvements  at the  Partnership's  properties as
required by lease  negotiations.  Changes to current tenant finish  improvements
are a typical part of any lease  negotiation.  Improvements  generally include a
revision  to the  current  floor  plan to  accommodate  a  tenant's  needs,  new
carpeting and paint and/or wallcovering. The extent and cost of the improvements
are  determined  by  the  size  of  the  space  being  leased  and  whether  the
improvements  are for a new tenant or incurred  because of a lease renewal.  The
tenant finish  improvements will be funded by cash flow from operations and cash
reserves.

Philip Crosby Associates, Inc. ("Crosby") has leased 100% of University Business
Center  Phase II. The original  lease term was for seven  years,  and the tenant
took occupancy in April 1991.  During 1994, 1995 and 1996,  Crosby  sub-leased a
portion of the business center.  Currently,  Crosby has sub-leased,  through the
end of their term,  approximately  85,000 square feet  (including  approximately
10,000 square feet of mezzanine space) of University  Business Center Phase II's
approximately  88,000  square feet of net rentable  area (or 96%).  Of the total
being sub-leased,  approximately  73,000 square feet (or 86%) is being leased by
Full Sail Recorders,  Inc. ("Full Sail"), a major tenant at University  Business
Center  Phase I, a  neighboring  property  owned by an  affiliate of the General
Partner of the Partnership. Through December 1996, Crosby continued to make rent
payments pursuant to the original lease terms. The Joint Venture received notice
that  Crosby did not  intend to pay full  rental  due under the  original  lease
agreement  from and after  January  1997.  The rental  income from this property
accounted for approximately 18% of the partnership's total revenues during 1996.
The Joint Venture  instituted  legal action against Crosby to seek resolution of
this  situation.  Although  the Joint  Venture  does not  presently  have  lease
agreements  (except as noted below) with the sub-lessees noted above,  beginning
February 1997 rent payments from the sub-lessees  have been made directly to the
Joint Venture. The Joint Venture is currently negotiating directly with the sub-
lessees to enter into lease agreements for the space presently  sublet.  At this
time,  the future  leasing  and tenant  finish  costs  which will be required to
release this space are unknown except as noted below for the  negotiations  with
Full Sail.

Crosby has abandoned  its business and sold all or most of its operating  assets
and has informed the Joint Venture that Crosby may be  insolvent.  Subsequent to
June 30, 1997, a conditional  settlement  was reached at a mediation  conference
with Crosby and its corporate  parent,  whereby,  subject to the Joint Venture's
acceptance of the  settlement  terms,  the corporate  parent has agreed to pay a
portion of Crosby's  liability to the Joint Venture in full  satisfaction of all
claims  against Crosby and any of its  affiliates.  The amount of any settlement
will be substantially less than the aggregate liability of Crosby to the Joint




                                     - 14 -

<PAGE>



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

Venture resulting from Crosby's default under its lease. As a result,  the Joint
Venture may be forced to seek out additional  sources of capital to fund ongoing
operations,  including,  without  limitation,  from  loans,  the sale of assets,
additional  capital  contributions of its partners and/or the admission of a new
partner or partners,  or from other sources.  There is no present assurance that
any such needed capital will be available.

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

As of June 30, 1997,  the  Blankenbaker  Business  Center 1A Joint Venture has a
commitment  for  approximately   $17,000  of  exterior  building  and  courtyard
renovations.   The  Partnerships   proportionate  share  of  the  commitment  is
approximately $6,600 or 39%. The renovations are expected to be completed during
the third quarter of 1997.

The  Partnership  had no other material  commitments  for renovations or capital
improvements at June 30, 1997.

Subsequent  to June 30, 1997,  the L/U II Joint  Venture  made a  commitment  of
approximately  $100,000  for tenant  finish  improvements  and leasing  costs at
Lakeshore  Business  Center Phase II. The  commitment is the result of a new six
year lease for  approximately  4,200 square feet. The tenant is expected to take
occupancy  of the space  near the end of the third  quarter.  The  Partnership's
proportionate share of this commitment is approximately $12,000 of 12%.

During 1996, the Partnership  established an Interest  Repurchase Reserve in the
amount of $25,000  pursuant  to Section  16.4 of the  Partnership's  Amended and
Restated  Agreement of Limited  Partnership.  With these funds,  the Partnership
would be able to  repurchase  35,714  Units at a price of $0.70 per Unit.  As of
June 30, 1997, 21,995 Units have been repurchased for $15,397. Repurchased Units
are being retired by the Partnership,  thus increasing the share of ownership of
each  remaining  investor.  On February 17, 1997,  the repurchase of Partnership
Units was  indefinitely  suspended in order to conserve cash. This step is being
taken until it is clear that, in the General Partner's opinion,  the Partnership
has the necessary  cash reserves to meet future  leasing and tenant finish costs
and has rebuilt cash reserves to meet the ongoing needs of the Partnership.

The L/U II Joint  Venture  owns  approximately  6 acres of land  adjacent to the
Lakeshore  Business  Center  development  in  Ft.   Lauderdale,   Florida.   The
Partnership's proportionate interest at June 30, 1997 in the asset held for sale
is $96,949.  The Joint Venture  continues to actively market the asset for sale.
In  management's  opinion,  the net  book  value  of the  asset  held  for  sale
approximates the fair market value less cost to sell.



                                     - 15 -

<PAGE>



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

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.

Some of the statements included in Item 2, Management's  Discussion and Analysis
of  Financial  Condition  and Results of  Operations,  may be  considered  to be
"forward-looking"  statements since such statements relate to matters which have
not yet occurred.  For example,  phrases such as the Partnership  "anticipates",
"believes" or "expects" indicate that it is possible that the event anticipated,
believed or expected may not occur. Should such event not occur, then the result
which  the  Partnership  expected  also may not  occur  or occur in a  different
manner, which may be more or less favorable to the Partnership.  The Partnership
does not  undertake  any  obligations  to  publicly  release  the  result of any
revisions to these  forward-looking  statements  that may be made to reflect any
future events or circumstances.

Any forward-looking  statements included in Management's Discussion and Analysis
of Financial  Condition  and Results of  Operations or elsewhere in this report,
which  reflects  managements's  best judgement  based on factors known,  involve
risks and  uncertainties.  Actual  results  could differ  materially  from those
anticipated  in any  forward-looking  statements  as a  result  of a  number  of
factors, including but not limited to those discussed below. Any forward-looking
information  provided by the Partnership pursuant to the safe harbor established
by recent  securities  legislation  should be  evaluated in the context of these
factors.

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






                                     - 16 -

<PAGE>



PART II.  OTHER INFORMATION

l.     Legal Proceedings
       ----------------
       None

2.     Changes in Securities
       ---------------------
       None

3.     Defaults upon Senior Securities
       -------------------------------
       None

4.     Submission of Matters to a Vote of Security Holders
       ----------------------------------------------------
       None

5.     Other Information
       -----------------
       None

6.     Exhibits and Reports on Form 8-K
       --------------------------------
       (a)     Exhibits:

               Exhibit 27.  Financial Data Schedule

       (b)     Reports on Form 8-K:

               No reports on Form 8-K were filed  during the three  months ended
               June 30, 1997.







                                     - 17 -

<PAGE>



                                   SIGNATURES


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


                            NTS-PROPERTIES PLUS LTD.
                            ------------------------
                                  (Registrant)

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


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


Date:    August 11, 1997
         ----------------


                                     - 18 -


<PAGE>