<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, 1999
--------------------------------------------------------------------------------
                                                         OR

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

For the transition period from                       to
--------------------------------------------------------------------------------
Commission File Number                   0-18952
--------------------------------------------------------------------------------
                          NTS-PROPERTIES PLUS LTD.
--------------------------------------------------------------------------------
           (Exact name of 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 18
Total Pages: 19


<PAGE>



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

                                     PART I

Item 1.       Financial Statements

              Balance Sheets and Statement of Partners' Equity
                As of June 30, 1999 and December 31, 1998                      3

              Statements of Operations
                For the three months and six months ended
                June 30, 1999 and 1998                                         4

              Statements of Cash Flows
                For the six months ended June 30, 1999 and 1998                5

              Notes to Financial Statements                                  6-9

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

Item 3.  Quantitative and Qualitative Disclosures About
          Market Risk                                                         17


                                     PART II

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

Signatures                                                                    19


<PAGE>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>

                            NTS-PROPERTIES PLUS LTD.

                BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY

<CAPTION>

                                                                        As of          As of
                                                                   June 30, 1999  December 31, 1998*
                                                                   -------------  -----------------
ASSETS
------
<S>                                                                  <C>         <C>
Cash and equivalents                                                 $   36,145  $     53,634
Cash and equivalents - restricted                                        56,752        24,258
Accounts receivable                                                      16,359        14,857
Land, buildings and amenities, net                                    1,904,190     1,943,150
Asset held for sale and development                                      96,949        96,949
Deferred leasing commissions                                            105,211       105,802
Other assets                                                             75,935        58,243
                                                                      ----------    ----------

                                                                     $ 2,291,541 $  2,296,893
                                                                      ==========    ==========

LIABILITIES AND PARTNERS' EQUITY
--------------------------------

Mortgages and note payable                                           $ 2,677,040 $   2,739,066
Accounts payable                                                          92,860        74,664
Security deposits                                                         21,299        15,231
Other liabilities                                                         66,847        35,406
                                                                       ---------    ----------

                                                                       2,858,046    2,864,367
Commitments and Contingencies

Partners' equity                                                        (566,505)    (567,474)
                                                                      ----------    ---------

                                                                     $ 2,291,541 $  2,296,893
                                                                      ==========    =========
</TABLE>
<TABLE>
<CAPTION>
                                                        Limited               General
                                                        Partners               Partner                Total
                                                        --------               --------               -----
PARTNERS' EQUITY
<S>                                                   <C>                  <C>                    <C>
Capital contributions, net of
 offering costs                                       $ 11,797,091         $      100             $ 11,797,091
Net income (loss)- prior years                         (10,164,657)          (102,673)             (10,267,330)
Net loss - current year                                     (1,600)               (16)                  (1,616)
Cash distributions to partners
 to date                                                (2,038,520)           (20,592)              (2,059,112)
Repurchase of limited
 partnership units                                         (35,638)                --                  (35,638)
                                                       -----------          ---------              -----------

Balances at June 30, 1999                             $   (443,324)        $ (123,181)            $   (566,505)
                                                       ===========          =========              ===========
</TABLE>

* Reference  is made to the  audited  financial  statements  in the Form 10-K as
filed with the Commission on April 1, 1999.

                                       3

<PAGE>


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

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

                                             Three Months Ended         Six Months Ended
                                                   June 30,                June 30,
                                             1999         1998         1999         1998
                                             ----         ----         ----         ----


REVENUES:
<S>                                       <C>          <C>          <C>          <C>
Rental income                             $ 182,465    $ 236,241    $ 361,072    $ 463,769
Interest and other income                    (2,980)         885          245        1,876
                                           --------     --------     --------     --------

                                            179,485      237,126      361,317      465,645

EXPENSES:
Operating expenses                           24,933       30,136       50,837       64,351
Operating expenses - affiliated              12,880       16,956       31,338       32,103
Interest expense                             56,718       78,111      113,106      158,555
Management fees                              11,037       14,797       21,226       28,790
Real estate taxes                            16,801       16,490       33,596       38,346
Professional and administrative
 expenses                                    17,971       14,158       33,221       24,999
Professional and administrative
 affiliated                                   9,229       16,104       20,290       28,520
Depreciation and amortization                29,535       22,938       59,319       55,009
                                           --------     --------     --------     --------

                                            179,104      209,690      362,933      430,673
                                           --------     --------     --------     --------
Net income (loss)                         $     381    $  27,436    $  (1,616)   $  34,972
                                           ========     ========     ========     ========

Net income (loss) allocated to the
 limited partners                         $     377   $   27,162   $   (1,600)   $  34,622
                                           ========    =========    =========     ========

Net income (loss) per limited
 partnership unit                         $    0.00   $     0.04   $    (0.00)   $    0.05
                                           ========    =========    =========     ========

Weighted average number of units            654,999      661,589      656,691      662,490
                                           ========    =========    =========     ========

</TABLE>

                                       4

<PAGE>

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

                            STATEMENTS OF CASH FLOWS
                            ------------------------
<CAPTION>

                                                      Six Months Ended
                                                           June 30,
                                                 1999                  1998
                                                 ----                  ----


<S>                                           <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                             $ (1,616)             $ 34,972


Adjustments to reconcile net income
(loss)to net cash provided by
(used in) operating activities:
  Depreciation and amortization                 59,319                55,009
  Changes in assets and liabilities:
   Cash and equivalents - restricted           (32,494)              (45,728)
   Accounts receivable                          (1,502)               16,022
   Deferred leasing commissions                    591                 9,000
   Other assets                                (21,189)               (7,589)
   Accounts payable - operations                18,196              (277,212)
   Security deposits                             6,068                 5,668
   Other liabilities                            31,441                45,854
                                              --------              --------

  Net cash provided by (used in)
   operating activities                         58,814              (164,004)
                                              --------              --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities     (16,859)               (7,312)
                                              --------              --------
   Net cash used in investing activities       (16,859)               (7,312)
                                              --------              --------
CASH FLOWS FROM FINANCING ACTIVITIES

Principal payments on mortgages and notes
 payable                                      (116,553)             (128,890)
Increase in note payable                        54,527               350,000
Repurchase of limited partnership Units         (9,988)               (5,000)
Contributions to Partnership                    12,570                  --
                                              --------              --------
  Net cash provided by (used in)
    financing activities                       (59,444)              216,110
                                              --------              --------
  Net increase (decrease) in cash and
    equivalents                                (17,489)               44,794

CASH AND EQUIVALENTS, beginning of
  equivalents                                   53,634                39,940
                                              --------              --------
CASH AND EQUIVALENTS, end of period          $  36,145             $  84,734
                                              ========              ========
Interest paid on a cash basis                $ 108,812             $ 159,536
                                              ========              ========
</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  1998 Form 10-K as filed with the Commission
on April 1, 1999. In the opinion of the General Partner,  all adjustments  (only
consisting of normal recurring  accruals) necessary for a fair presentation have
been made to the accompanying  financial statements for the three months and six
months ended June 30, 1999 and 1998.

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

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

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

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

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

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

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

      Pursuant  to  Section  16.4  of the  Partnership's  Amended  and  Restated
      Agreement of Limited Partnership,  the Partnership established an Interest
      Repurchase Reserve in 1996. During the years ended December 31, 1998, 1997
      and 1996, the Partnership funded $5,000, $0 and $15,572,  respectively, to
      the reserve.  During the six months ended June 30, 1999,  the  Partnership
      funded an  additional  $10,000 to the reserve.  On February 17, 1997,  the
      repurchase  of  partnership  Units was  temporarily  suspended in order to
      conserve cash. This step was taken until it was clear that, in the General
      Partner's opinion, the Partnership had the necessary cash reserves to meet

                                       6

<PAGE>


      future  leasing and tenant  finish costs and had rebuilt cash  reserves to
      meet the ongoing  needs of the  Partnership.  Through June 30,  1999,  the
      Partnership  has  repurchased  37,233 Units for $30,560 at prices  ranging
      from $.70 to $1.00 per Unit. The offering  price per Unit was  established
      by the  General  Partner in its sole  discretion  and does not  purport to
      represent  the fair market value or  liquidation  value of the Units.  The
      balance in the  Reserve  at June 30,  1999 is $0.  Repurchased  Units  are
      retired by the Partnership, thus increasing the percentage of ownership of
      each remaining  investor.  The Interest Repurchase Reserve was funded from
      cash reserves.

5.    Mortgages and Note Payable
      --------------------------

      Mortgage and note payable consist of the following:

                                               June 30,            December 31,
                                                1999                  1998
                                            -------------      -----------------

Mortgage  payable to an insurance  company,
bearing interest at a fixed rate of 8.5%,
due November 15, 2005, secured by land and
building                                    $  1,280,685          $  1,352,832

Mortgage  payable to an insurance  company,
bearing interest at a fixed rate of 8.125%,
due August 1, 2008, secured by land and
building                                         638,431               661,446

Mortgage  payable to an insurance  company,
bearing interest at a fixed rate of 8.125%,
due August 1, 2008, secured by land and
building                                         593,397               614,788

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

                                             $ 2,677,040           $ 2,739,066
                                              ==========            ==========

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

                                       7

<PAGE>

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

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

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

     Property  management  fees of $11,037  and  $21,226  (1999) and $14,797 and
     $28,790 (1998) were paid to NTS  Development  Company,  an affiliate of the
     General Partner of the Partnership,  during the three months and six months
     ended  June  30.  The fee is equal to 6% of all  revenues  from  commercial
     properties pursuant to an agreement with the Partnership.  Also pursuant to
     an agreement, NTS Development Company will receive a repair and maintenance
     fee equal to 5.9% of costs incurred  which relate to capital  improvements.
     The Partnership  has incurred $164 and $479 as repair and maintenance  fees
     during  the  three  months  and six  months  ended  June  30,  1999 and has
     capitalized  this cost as part of land,  buildings and  amenities.  No such
     expenses  were  incurred for the three months and six months ended June 30,
     1998.

      As  permitted  by an  agreement,  the  Partnership  was also  charged  the
      following  amounts from NTS  Development  Company for the six months ended
      June 30,  1999 and 1998.  These  charges  include  items  which  have been
      expensed  as   operating   expenses   affiliated   or   professional   and
      administrative expenses - affiliated and items which have been capitalized
      as deferred leasing  commissions,  other assets or as land,  buildings and
      amenities.

                                             1999               1998
                                     ------------------- ------------------
                Administrative            $ 25,868           $ 33,067
                Leasing                     14,896             10,924
                Property manager            15,266             21,036
                Other                        2,515              1,178
                                           -------            -------
                                          $ 58,545           $ 66,205
                                           =======            =======

      Accounts payable - operations includes  approximately  $39,095 and $16,600
      due NTS  Development  Company  at June 30,  1999 and  December  31,  1998,
      respectively.  NTS Development Company has agreed to defer amounts owed to
      it by the  Partnership as of December 31, 1998 and those amounts that will
      accrue during  fiscal 1999 through the period  ending  January 1, 2000. In
      addition, the Company will provide the financial support necessary for the
      Partnership to pay its non-affiliated  operating expenses as they come due
      during the period ending January 1, 2000.  Management believes the Company
      has the financial  resources to fulfill that  commitment.  There can be no
      assurances that this level of support will continue past January 1, 2000.


                                       8

<PAGE>

8.    Subsequent Events
      -----------------

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

      On July 1, 1999, Gregory A. Wells was hired as Executive Vice President by
      NTS Capital  Corporation,  General  Partner of  NTS-Properties  Associates
      Plus, the General Partner of NTS-Properties  Plus. Mr. Wells will serve as
      the senior Accounting and Finance Officer of NTS Capital Corporation.

      On July 23,  1999,  the L/U II Joint  Venture  closed on the sale  of  2.4
      acres of land  adjacent to the  Lakeshore  Business Center for a  purchase
      price of $528,405. The Partnership has a 8.40% interest in the Partnership
      at that date.

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

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


                                       9

<PAGE>

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

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

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

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

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


                                       10

<PAGE>

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

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

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

Properties owned through Lakeshore/
University II Joint Venture(L/U II Joint
Venture)(Ownership % at June 30, 1999)

Lakeshore Business Center Phase I (12%)(2)      71%                     94%
Lakeshore Business Center Phase II (12%)        86%                     92%
University Business Center Phase II (12%)(3)    N/A                     90%

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

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

(3) Represents  ownership  percentage  as of  June 30, 1998. On October 6, 1998,
    University Business Center Phase II was sold.

Average  occupancy levels at the Partnership  properties during the three months
and six months ended June 30 were as follows:
                                               Three Months         Six Months
                                              Ended June 30,      Ended June 30,
                                               1999   1998       1999      1998
                                               ----   ----       ----      ----

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

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

Properties owned through Lakeshore/
University II Joint Venture(L/U II Joint
Venture)(Ownership % at June 30, 1999)

Lakeshore Business Center Phase I (12%)(1)      72%    94%        76%       94%
Lakeshore Business Center Phase II (12%)(1)     86%    95%        85%       97%
University Business Center Phase II (12%)(2)    N/A    90%        N/A       95%

(1)In the opinion of the General  Partner of the  Partnership,  the  decrease in
      average occupancy is only a temporary fluctuation and does not represent a
      permanent downward occupancy trend.

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

                                       11

<PAGE>


The rental and other income  generated  by the Partnership's  properties for the
three months and six months ended June 30, 1999 and 1998 was as follows:

                                           Three Months          Six Months
                                          Ended June 30,       Ended June 30,
                                          1999      1998       1999       1998
                                          ----      ----       ----       ----

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

Blankenbaker Business Center 1A (39%)     $92,916  $ 86,091   $185,823  $178,839

Properties owned through Lakeshore/
University II Joint Venture
(L/U II Joint Venture (Ownership %
at June 30, 1999)

Lakeshore Business Center Phase I (12%)   $40,494  $ 46,368   $ 84,266  $104,797
Lakeshore Business Center Phase II (12%)  $49,055  $ 68,611   $ 90,991  $120,322
University Business Center Phase II (12%)(1)  N/A  $ 35,724       N/A   $ 61,220

(1)  Represents  ownership  percentage  as  of  June 30,  1998.  On  October  6,
     1998, University Business Center Phase II was sold.

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

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

Rental and other income decreased  approximately  $57,600 or 24% and $104,300 or
22%,  respectively,  for the three  months and six months ended June 30, 1999 as
compared to the same periods in 1998.  The  decrease is primarily  the result of
the sale of  University  Business  Center Phase II in October  1998.  University
Business  Center  Phase  II  accounted  for  approximately  15%  and  13% of the
Partnership's  rental and other income for the three months and six months ended
June 30,  1998,  respectively.  The decrease is also due to decreases in average
occupancy at Lakeshore Business Center Phases I and II.

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

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 three
months and six months ended June 30, 1999 or 1998.

                                       12

<PAGE>

Operating expenses decreased  approximately $4,700 or 16% and $12,400 or 20% for
the three  months and six months  ended June 30,  1999 as  compared  to the same
periods in 1998 due primarily to the sale of University Business Center Phase II
in October 1998.

Interest expense decreased  approximately  $21,400 or 27% and $45,400 or 29% for
the three  months and six months  ended June 30,  1999 as  compared  to the same
periods in 1998 as a result of the reduction in debt from the sale of University
Business Center Phase II in October 1998 and from regular principal  payments on
the remaining joint venture debt. This decrease is partially  offset by interest
incurred on the note payable the Partnership  obtained  January 1998 which bears
interest at 8.5%. The balance on the note payable was $164,500 and $110,000,  as
of June 30, 1999 and December 31, 1998, respectively.

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.

Depreciation  is computed  using the  straight-line  method  over the  estimated
useful lives of the assets which are 5-30 years for land improvements,  30 years
for  buildings,  5-30  years  for  building  improvements  and  5-30  years  for
amenities.  The aggregate cost of the  Partnership's  properties for Federal tax
purposes is approximately $5,809,884.

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

In the next 12 months, the Partnership expects the demand on future liquidity to
increase as a result of future  leasing  activity at Lakeshore  Business  Center
Phases I and II. At this time,  the future leasing and tenant finish costs which
will be required to renew the current  leases or obtain new tenants are unknown.
NTS Development  Company (the Company) has agreed to defer amounts owed to it by
the  Partnership  as of December 31, 1998 through the period  ending  January 1,
2000. In addition,  the Company will provide the financial support necessary for
the Partnership to pay its  non-affiliated  operating  expenses as they come due
during the period ending January 1, 2000. Management of the Company believes the
Company has the financial resources to fulfill that commitment.  There can be no
assurances  this level of support from the Company will continue past January 1,
2000.

Cash flows provided by (used in):


                                                  1999                  1998

Operating activities                            $ 58,814             $ (164,004)

Investing activities                             (16,859)                (7,312)

Financing activities                             (59,444)               216,110
                                                 -------               --------

Net increase (decrease)
  in cash and equivalents                       $(17,489)            $   44,794
                                                 =======               ========

                                       13

<PAGE>

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

Net cash provided by operating activities increased  approximately  $223,000 for
the six months ended June 30, 1999 as compared to the same period in 1998.  This
increase was primarily driven by changes in the level of accounts payable.

Net cash used in investing  activities  for the six months  ended  June 30, 1999
and  1998  was  $(16,859) and  $(7,312),  respectively.  These funds  were  used
primarily for tenant finish improvements.

Net cash (used in)  provided by  financing  activities  totaled  ($59,444),  and
$216,110 for the six months ended June 30, 1999 and 1998, respectively.  The net
cash provided by financing  activities in 1998 was the result of a $350,000 note
payable  obtained by the  Partnership in January 1998 and is offset by principal
payments on mortgages payable and funds restricted for the repurchase of limited
partnership  Units.  The net cash used in  financing  activities  in 1999 is the
result of principal  payments on mortgages  payable and funds restricted for the
repurchase of limited partnership Units. This activity is partially offset by an
increase in the note  payable as a result of an  extension  of the due date from
January 29, 1999 to January 29, 2000.  The note was  increased in order to cover
interest owed as of the original maturity date.

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 other capital
improvements.  Cash reserves  (which are  unrestricted  cash and  equivalents as
shown on the Partnership's balance sheet as of June 30) were $36,145 and $84,734
at June 30, 1999 and 1998, respectively.

Due to the fact that no  distributions  were made during the three  months ended
June 30, 1999 or 1998, the table which presents that portion of the distribution
that represents a return of capital on a Generally Accepted Accounting Principle
basis has been omitted.

Currently,  the  Partnership's  plans for  renovations  and other major  capital
expenditures  include tenant  improvements  at the  Partnership's  properties as
required by lease  negotiations.  Changes to current tenant finish  improvements
are a typical part of any lease  negotiation.  Improvements  generally include a
revision  to the  current  floor  plan to  accommodate  a  tenant's  needs,  new
carpeting  and  paint  and/or  wall  covering.   The  extent  and  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.

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

                                       14

<PAGE>

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

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

During the six months ended June 30, 1999, the Partnership  funded an additional
$10,00O to the reserve.  On February 17, 1997,  the  repurchase  of  partnership
Units was  temporarily  suspended in order to conserve cash. This step was taken
until it was clear that, in the General Partner's  opinion,  the Partnership had
the necessary  cash reserves to meet future  leasing and tenant finish costs and
had rebuilt cash reserves to meet the ongoing needs of the Partnership.  Through
June 30, 1999, the  Partnership  has  repurchased  37,233 Units for $30,560 at a
price  ranging  from $7.70 to $1.00 per Unit.  The  offering  price per Unit was
established by the General  Partner in its sole  discretion and does not purport
to  represent  the fair  market  value or  liquidation  value of the Units.  The
balance in the Reserve at June 30, 1999 is $0.  Repurchased Units retired are by
the  Partnership,  thus increasing the percentage of ownership of each remaining
investor. The Interest Repurchase Reserve was funded from cash reserves.

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

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

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.

                                       15

<PAGE>

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

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

The  Partnership's  proportionate  share of the rental income from this property
accounted for approximately  51% of the  Partnership's  rent revenues during the
six months ended June 30,  1999.  The  Partnership  has not yet  determined  the
effect, if any, on the Partnership's  operations,  given the fact Sykes is under
lease until July 2005 and no official notice of termination has been received.

Leases at the Partnership's  properties provide for tenants to contribute toward
the payment of  increases  in common area  expenses,  insurance  and real estate
taxes.  Leases at the  Partnership's  properties also provide for rent increases
which  are based  upon  increases  in the  consumer  price  index.  These  lease
provisions  should  protect  the  Partnership's  operations  from the  impact of
inflation and changing prices.

Year 2000
---------

All divisions of NTS, the General Partner of the Partnership,  are reviewing the
effort  necessary to prepare its  information  systems (IT) and  non-information
technology  with embedded  technology  (ET) for the Year 2000.  The  information
technology  solutions have been addressed separately for the Year 2000 since the
Partnership  saw the need to move to more  advanced  management  and  accounting
systems made available by new technology  and software  developments  during the
decade of the 1990's.

The PILOT software system, purchased in the early 1990's, is being replaced by a
windows  based  network  system both for NTS'  headquarters  functions and other
locations.  The real estate accounting system developed,  sold, and supported by
the Yardi Company of Santa Barbara,  California  will replace  PILOT.  The Yardi
system has been tested and is compatible with Year 2000 and beyond.  This system
is being  implemented  with the help of third  party  consultants  and should be
fully  operational  by the third quarter of 1999.  NTS' system for  multi-family
apartment  locations was  converted to GEAC's Power Site System  earlier in 1998
and is Year 2000 compliant.

The few remaining  systems not addressed by these conversions are being modified
by the Company's in-house staff of programmers. The Hewlett Packard 3000 system,
used for PILOT and custom  applications,  was purchased in 1997 and will be part
of the new network.  It will be retained as long as  necessary to assure  smooth
operations and has been upgraded to meet Year 2000 requirements.

All risks identified with information technology are believed to be addressed by
these plans.

                                       16

<PAGE>

Year 2000 - continued
---------------------

The cost of these advances in our systems  technology is not all attributable to
the Year 2000 issue since the  Partnership  had already  identified  the need to
move to a network based system  regardless of the Year 2000.  The costs involved
will be  approximately  $6,500 during 1999.  Costs incurred through December 31,
1998 were  approximately  $1,500.  These costs primarily  included  hardware and
software.

NTS  property  management  staff has been  surveying  its  vendors  to  evaluate
embedded technology in its alarm systems,  HVAC controls,  telephone systems and
other  computer  associated  facilities.  In a few  cases,  equipment  is  being
replaced. In some cases, circuitry is being upgraded. The cost involved is still
being evaluated. There are no known significant risks that are currently without
solutions.  Management  anticipates that applications  involving ET will be Year
2000 compliant by the third quarter of 1999.

NTS is also currently  addressing the Year 2000 readiness of third parties whose
business interruption could have a material negative impact on its business. All
significant  vendors and tenants have  indicated  that they will be compliant by
the end of 1999. Such assurances are being evaluated and documented.

Management has determined that at its current state of readiness,  the need does
not presently  exist for a contingency  plan.  NTS will continue to evaluate the
need for such a plan.

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

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

Our primary  market risk  exposure  with  regards to  financial  instruments  is
changes in interest  rates.  All of the  Partnership's  debt bears interest at a
fixed rate.

                                       17

<PAGE>

PART II.  OTHER INFORMATION

3.    Defaults upon Senior Securities
      -------------------------------

      None

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

      In  anticipation  of  retirement,  Mr. Richard Good, the Vice Chairman and
      former President of NTS Capital  Corporation and NTS Development  Company,
      has begun to decrease his  responsibilities  with the  Partnership and its
      affiliates. In conjunction with Mr. Good's decreased responsibilities, Mr.
      Brian Lavin was  appointed  President and Chief  Operating  Officer of NTS
      Development Company and NTS Capital Corporation in February, 1999.

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

      (a)     Exhibits:

              Exhibit 27.  Financial Data Schedule

      (b)     Reports on Form 8-K:

              None.

Items 1,2 and 4 are not applicable and have been omitted.

                                       18

<PAGE>


                                   SIGNATURES
                                   ----------


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  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/ Gregory A. Wells
                                                      --------------------------
                                                      Gregory A. Wells
                                                      Executive Vice President
                                                      of NTS Capital Corporation





Date: August 16, 1999

                                       19

<PAGE>