UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark one)

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

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



<PAGE>



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


                                                                          Pages
                                                                          -----

                                     PART I

Item 1.       Financial Statements

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

              Statements of Operations
                For the three months ended March 31, 1999 and 1998          4

              Statements of Cash Flows
                For the three months ended March 31, 1999 and 1998          5

              Notes to Financial Statements                               6-8

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


                                     PART II

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

Signatures                                                                 17

                                      - 2 -

<PAGE>



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
                                       March 31, 1999         December 31, 1998*
                                       --------------         ------------------
ASSETS
<S>                                    <C>                       <C>   

Cash and equivalents                   $    25,355               $    53,634
Cash and equivalents - restricted           50,096                    24,258
Accounts receivable                         18,694                    14,857
Land, buildings and amenities, net       1,923,157                 1,943,150
Asset held for sale and development         96,949                    96,949
Deferred leasing commissions               106,440                   105,802
Other assets                                76,204                    58,243
                                        -----------                ----------

                                       $ 2,296,895               $ 2,296,893
                                        ===========                ==========

LIABILITIES AND PARTNERS' EQUITY

Mortgages and note payable             $ 2,706,633               $ 2,739,066
Accounts payable                            91,978                    74,664
Security deposits                           16,199                    15,231
Other liabilities                           51,558                    35,406
                                        -----------                ----------

                                         2,866,368                 2,864,367

Commitments and Contingencies

Partners' equity                          (569,473)                 (567,474)
                                        -----------               -----------

                                       $ 2,296,895               $ 2,296,893
                                        ===========               ===========
</TABLE>
<TABLE>
<CAPTION>

                                    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 income (loss)- prior years     (10,164,657)       (102,673)     (10,267,330)
Net loss - current year                 (1,979)            (20)          (1,999)
Cash distributions to partners
  to date                           (2,038,520)        (20,592)      (2,059,112)
Repurchase of limited
  partnership units                    (25,653)           --            (25,653)
                                   ------------    ------------     ------------

Balances at March 31, 1999        $   (446,288)   $   (123,185)    $   (569,473)
                                   ============    ============     ============
</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
                                                         March 31,
                                                         ---------

                                                1999                   1998
                                            -----------            -----------
Revenues:
<S>                                          <C>                   <C>  
 Rental income                               $ 178,015             $  227,528
 Interest and other income                       3,817                    957
                                              ---------             ----------

                                               181,832                228,485
Expenses:
 Operating expenses                             26,494                 34,182
 Operating expenses - affiliated                18,458                 15,147
 Interest expense                               56,388                 80,444
 Management fees                                10,189                 13,993
 Real estate taxes                              16,795                 21,856
 Professional and administrative
  expenses                                      15,265                 10,846
 Professional and administrative
  expenses - affiliated                         11,061                 12,416
 Depreciation and amortization                  29,181                 32,065
                                              ---------             ----------

                                               183,831                220,949
                                              ---------             ----------

Net income (loss)                            $  (1,999)            $    7,536
                                              =========             ==========

Net income (loss) allocated to the limited
 partners                                    $  (1,979)            $    7,461
                                              =========             ==========

Net income (loss) per limited partnership
 unit                                        $    --               $      .01
                                              =========             ==========

Weighted average number of limited
 partnership units                             658,402                663,402
                                              =========             ==========
</TABLE>




                                      - 4 -

<PAGE>


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

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

                                                      Three Months Ended
                                                           March 31,
                                                           ---------
                                                   1999                1998
                                               ------------         -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                            <C>                  <C>  
Net income (loss)                              $    (1,999)         $     7,536
Adjustments to reconcile net income (loss) to 
 net cash provided by (used in) operating 
 activities:
  Depreciation and amortization                     29,181               32,065
  Changes in assets and liabilities:
   Cash and equivalents - restricted               (15,838)             (22,864)
   Accounts receivable                              (3,837)               6,869
   Deferred leasing commissions                       (638)               5,542
   Other assets                                    (19,407)             (13,169)
   Accounts payable                                 17,314             (293,363)
   Security deposits                                   968                 (736)
   Other liabilities                                16,149               27,563
                                                -----------           ----------

  Net cash provided by (used in) operating 
   activities                                       21,893             (250,557)
                                                -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings, amenities             (7,739)              (1,820)
                                                -----------          -----------

  Net cash used in investing activities             (7,739)              (1,820)
                                                -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in note payable                            24,527              350,000
Principal payments on mortgages payable            (56,960)             (63,777)
Cash and equivalents - restricted                  (10,000)              (5,000)
                                                -----------          -----------

  Net cash provided by (used in) financing 
   activities                                      (42,433)             281,223
                                                -----------          -----------

  Net increase (decrease) in cash and equivalents  (28,279)              28,846

CASH AND EQUIVALENTS, beginning of period           53,634               39,940
                                                -----------          -----------

CASH AND EQUIVALENTS, end of period            $    25,355          $    68,786
                                                ===========          ===========

Interest paid on a cash basis                  $    55,399          $    73,006
                                                ===========          ===========
</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 ended
March 31, 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.

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.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  March 31, 1999,  the  Partnership  has  repurchased
       27,245 Units for $20,572 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 March
       31, 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.

       On January 15,1999, the Partnership elected to fund an additional $10,000
       to its Interest Repurchase  Reserve.  With this funding,  the Partnership
       will be able to repurchase  up to 10,000  additional  Units at a price of
       $1.00 per Unit. If the number of units submitted for  repurchase  exceeds
       that  which  can  be  repurchased  by  the  Partnership  with the current
       funding,those additional Units may be repurchased in subsequent quarters.
       The above 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 Unit.


                                       - 6 -

<PAGE>




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

      Mortgage and note payable consist of the following:

                                                      March 31,     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                 $ 1,317,850     $  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                     650,055          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                     604,201          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                      $   134,527      $   110,000
                                                    ----------       -----------
                                                   $ 2,706,633      $ 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.

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 ended March
      31, 1999 and 1998 did not result in an impairment loss.

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

      Property management fees of $10,189 (1999) and $13,993 (1998) were paid to
      NTS  Development  Company,  an  affiliate  of the  General  Partner of the
      Partnership,  during the three  months ended March 31. The fee is equal to
      6% of all revenues  from  commercial  properties  pursuant to an agreement
      with the  Partnership.  Also  pursuant to an  agreement,  NTS  Development
      Company will receive a repair and  maintenance  fee equal to 5.9% of costs
      incurred  which  relate  to  capital  improvements.  The  Partnership  has
      incurred  $315 as a repair and  maintenance  fee  during the three  months
      ended  March  31,  1999  and has  capitalized  this  cost as part of land,
      buildings and amenities. No such expense was incurred for the three months
      ended March 31, 1998.




                                      - 7 -

<PAGE>




      As  permitted  by an  agreement,  the  Partnership  was also  charged  the
      following amounts from NTS Development  Company for the three months ended
      March 31,  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                     $ 12,938            $ 14,680
         Leasing                               9,291               3,262
         Property manager                     11,111              10,249
         Other                                 1,219                 153
                                             -------             -------
                                            $ 34,559            $ 28,344
                                             =======             =======

      Accounts payable - operations includes  approximately  $30,300 and $16,600
      due NTS  Development  Company at March 31,  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.    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.

                                      - 8 -

<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 and our  cautionary  statements  also  follow.  Management's
      analysis  should be read in conjunction  with the financial  statements in
      Item 1.

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


                                               1999(1)                  1998
                                               -------                  ----
Property owned in Joint Venture with
------------------------------------
NTS-Properties IV and NTS-Properties VII,
-----------------------------------------
Ltd.(Ownership % at March 31, 1999)
-----------------------------------

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

Properties owned through
------------------------
Lakeshore/University II Joint Venture (L/U
------------------------------------------
II Joint Venture)(Ownership % at March 31,
------------------------------------------
1999)
-----

Lakeshore Business Center Phase I (12%)         72%(2)                  94%
Lakeshore Business Center Phase II (12%)        85%(2)                 100%
University Business Center Phase II (12%)(3)    N/A(3)                  99%

(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 March 31, 1998. On October 6, 1998,
      University Business Center Phase II was sold.

Average  occupancy levels at the Partnership  properties during the three months
ended March 31 were as follows:


                                                 1999                    1998
                                                 ----                    ----
Property owned in Joint Venture with
------------------------------------
NTS-Properties IV and NTS-Properties VII,
-----------------------------------------
Ltd.(Ownership % at March 31, 1999)
-----------------------------------

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

Properties owned through
------------------------
Lakeshore/University II Joint Venture (L/U
------------------------------------------
II Joint Venture)(Ownership % at March 31,
------------------------------------------
1999)
-----

Lakeshore Business Center Phase I (12%)           79%(1)                 94%
Lakeshore Business Center Phase II (12%)          85%(1)                100%
University Business Center Phase II (12%)(2)      N/A(2)                 99%

(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.


                                      - 9 -

<PAGE>




(2)   Represents  ownership percentage as of March 31, 1998. On October 6, 1998,
      University Business Center Phase II was sold.

The rental and other income  generated by the  Partnership's  properties for the
three months ended March 31, 1999 and 1998 was as follows:




                                               1999                    1998
                                             --------                --------
Property owned in Joint Venture with NTS- 
------------------------------------------
Properties IV and NTS-Properties  VII,
--------------------------------------
Ltd. (Ownership % at March 31, 1999)
------------------------------------

Blankenbaker Business Center 1A (39%)       $ 92,907                $ 92,748

Properties  owned through  Lakeshore/  
---------------------------------------
University II Joint Venture (L/U II Joint
-----------------------------------------
Venture (Ownership % at March 31, 1999)
---------------------------------------

Lakeshore Business Center Phase I (12%)    $ 43,772                $ 58,429
Lakeshore Business Center Phase II (12%)   $ 41,936                $ 51,711
University Business Center Phase II (12%)(1) N/A (1)               $ 25,496

(1)    Represents ownership percentage as of March 31, 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 March 31, 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  $46,700 or 20% in 1999.  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  11% of the  Partnership's  rental and other  income for the three
months  ended March 31,  1998.  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 ended March 31, 1999 or 1998.

Operating expenses decreased  approximately  $7,700 or 22% in 1999 due primarily
to the sale of University Business Center Phase II in October 1998 and decreased
lawn maintenance and roof repairs at Blankenbaker Business Center 1A.

Interest expense decreased  approximately  $24,000 or 30% in 1999 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 $135,000 and $110,000, as of March 31, 1999 and December
31, 1998, respectively.


                                     - 10 -

<PAGE>




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.

Real estate taxes decreased  approximately  $5,000 or 23% in 1999 as a result of
decreased property tax assessments for Lakeshore Business Center Phases I and II
and the sale of University Business Center Phase II in October 1998.

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

The majority of the  Partnership's  cash flow in 1998 was derived from financing
activities  primarily  as a result  of  proceeds  received  from a note  payable
obtained by the  Partnership in January 1998. The majority of the  Partnership's
cash flow in 1999 was  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  to  the  current  floor  plan  to
accommodate a tenant's needs, new carpeting and paint and/or wall covering.  The
extent and cost of these  improvements  are  determined by the size of the space
and whether the improvements are for a new tenant or incurred because of a lease
renewal.  Cash flows used in financing  activities are for principal payments on
mortgages and notes payable and repurchases of limited  partnership  Units.  The
Partnership  utilized the proportionate  consolidation  method of accounting for
joint venture  properties.  The  Partnership's  interest in the joint  venture's
assets,  liabilities,  revenues,  expenses  and cash  flows  are  combined  on a
line-by- line basis with the  Partnership's own assets,  liabilities,  revenues,
expenses and cash flows.  The Partnership does not expect any material change in
the mix and relative cost of capital resources except that which is discussed in
the following paragraph.

In the next 12 months, the 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                    $     21,893            $   (250,557)
Investing activities                          (7,739)                 (1,820)
Financing activities                         (42,433)                281,223
                                          -----------             -----------
Net increase (decrease)
 in cash and equivalents                $    (28,279)            $     28,846
                                          ===========             ===========



                                     - 11 -

<PAGE>




Net cash provided by operating  activities increased  approximately  $272,450 in
1999. This increase was primarily driven by an increase in accounts payable.

Net cash used in  investing  activities  in 1999 and 1998 was $7,739 and $1,820,
respectively. These funds were used primarily for tenant finish improvements.

Net cash (used in)  provided by  financing  activities  totaled  ($42,433),  and
$281,223 in 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 March  31) were  $25,355  and
$68,786 at March 31, 1999 and 1998, respectively.

Due to the fact that no  distributions  were made during the three  months ended
March  31,  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 March 31, 1999.

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.  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  March  31,  1999,  the
Partnership  has  repurchased  27,245 Units for $20,572 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 March 31, 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.

On January 15, 1999, the  Partnership  elected to fund an additional  $10,000 to
its Interest Repurchase Reserve. With this funding, the Partnership will be able
to repurchase 10,000 Units at a price of $1.00 per Unit.

                                     - 12 -

<PAGE>




The L/U II Joint  Venture  owns  approximately  6 acres of land  adjacent to the
Lakeshore  Business  Center  development  in  Ft.   Lauderdale,   Florida.   The
Partnership's  proportionate  interest  at March 31,  1999 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. See below for information
regarding a contract for the sale of a portion of this land.

As of March  31,  1999,  L/U II Joint  Venture  had a  contract  for the sale of
approximately  2.4  acres of land  adjacent  to the  Lakeshore  Business  Center
development for a purchase price of $528,405. Concurrent with the signing of the
original contract,  the purchaser deposited into an escrow account $10,000. This
deposit will be applied to the purchase price at closing.  The contract requires
that the  purchaser  proceed,  at their cost,  to have the property  re-zoned to
allow for a  self-storage  facility.  If the  purchaser  is unable to obtain the
re-zoning,  they may cancel the contract. The General Partner of the Partnership
has met with city officials who seem interested in the project and have voiced a
willingness to consider the re-zoning request. Subsequent to March 31, 1999, the
re-zoning  has not yet been  granted and per the  contract,  the  purchaser  has
elected to postpone the closing.  At its option,  the purchaser may postpone the
original  Closing  Date four  times  for a period of 30 days each by  delivering
written  notice and paying to the L/U II Joint  Venture  $10,000 for each 30-day
postponement period.  $5,000 of each payment will be applied toward the purchase
price. The Partnership has a 12% interest in the Joint Venture.  The Partnership
has not yet  determined  what the use of net proceeds  would be from the sale of
the land.

As of March 31, 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.  The Partnership and
NTS-Properties IV, which currently have a 12% and 18% interest, respectively, in
the L/U II Joint Venture are 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, has agreed that NTS-Properties V
will make a capital  contribution to the L/U II Joint Venture with the knowledge
that their Joint Venture interest will, 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.

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 42% of the Partnership's  rent revenues during 1998.
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.



                                     - 13 -

<PAGE>




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 our  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, needed to be replaced
by a windows based network system both for our headquarters  functions and other
locations.  The real estate accounting system developed,  sold, and supported by
the Yardi Company of Santa  Barbara,  California  has been selected to supercede
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. Our
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.

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  our  vendors  to  evaluate
embedded technology in our 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.

We are also currently  addressing the Year 2000 readiness of third parties whose
business interruption could have a material negative impact on our 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 our current state of readiness,  the need does
not  presently  exist for a  contingency  plan. We will continue to evaluate the
need for such a plan.

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


                                     - 14 -

<PAGE>




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.

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 Managements'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.

                                     - 15 -

<PAGE>




PART II.  OTHER INFORMATION

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

       None

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

       (a)     Exhibits:

               Exhibit 27.  Financial Data Schedule

       (b)     Reports on Form 8-K:

               Form 8-K was filed on February  11, 1999 to report in Item 5 that
               the  Partnership  has  elected  to fund an  additional  amount of
               $10,000 to its Interest Repurchase Reserve.

Items 1,2,4 and 5 are not applicable and have been omitted.
















                                     - 16 -

<PAGE>




                                   SIGNATURES
                                   ----------


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


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

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

                                                   /s/ Brian F. Lavin
                                                   ------------------
                                                   Brian F. Lavin
                                                   President and Chief Operating
                                                   Officer of NTS Capital
                                                   Corporation (acting Chief
                                                   Financial Officer)





Date:      May 17, 1999
          --------------



                                     - 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


                                                   -----------------------------
                                                   Brian F. Lavin
                                                   President and Chief Operating
                                                   Officer of NTS Capital
                                                   Corporation (acting Chief
                                                   Financial Officer)


Date:      May 17, 1999
          -------------


                                     - 18 -

<PAGE>