<PAGE>



                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark one)

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

           For the quarterly period ended September 30, 1997
                               


                                       OR

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

For the transition period from __________ to __________

Commission File Number                   0-18952

                          NTS-PROPERTIES PLUS LTD.

           (Exact name of registrant as specified in its charter)

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

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

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

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

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

                                                           YES  X         NO

Exhibit Index: See page 17
Total Pages: 18



<PAGE>



                                TABLE OF CONTENTS


                                                                          Pages

                                     PART I

Item 1.       Financial Statements

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

              Statements of Operations
                For the three months and nine months ended
                September 30, 1997 and 1996                                   4

              Statements of Cash Flows
                For the three months and nine months ended
                September 30, 1997 and 1996                                   5

              Notes To Financial Statements                                 6-9

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


                                     PART II

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

Signatures                                                                   18


                                      - 2 -

<PAGE>



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
                                              September 30, 1997  December 31, 1996*
                                              ------------------  ------------------
ASSETS

<S>                                                <C>              <C>        
Cash and equivalents                               $     8,282      $    42,944
Cash and equivalents - restricted                       85,816           24,540
Accounts receivable                                     24,200           50,408
Land, buildings and amenities, net                   1,035,009        1,121,097
Asset held for sale                                     96,949           96,949
Deferred leasing commissions                           138,545          153,380
Organizational and start-up costs, net                     776            1,025
Other assets                                            80,128           80,945
                                                   -----------      -----------

                                                   $ 1,469,705      $ 1,571,288
                                                   ===========      ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages payable                                  $ 3,590,527      $ 3,770,347
Accounts payable - operations                          369,276          268,688
Accounts payable - construction                         12,938            4,106
Security deposits                                       14,716           12,030
Other liabilities                                       76,203           15,421
                                                   -----------      -----------

                                                     4,063,660        4,070,592

Commitments and Contingencies

Partners' equity                                    (2,593,955)      (2,499,304)
                                                   -----------      -----------

                                                   $ 1,469,705      $ 1,571,288
                                                   ===========      ===========
</TABLE>
<TABLE>
<CAPTION>


                                    Limited         General
                                   Partners         Partner         Total
                                   --------         -------         -----
<S>                              <C>             <C>             <C>         
PARTNERS' EQUITY
Capital contributions, net of
 offering costs                  $ 11,784,521    $        100    $ 11,784,621
Net loss - prior years            (12,094,247)       (122,164)    (12,216,411)
Net loss - current year               (81,576)           (824)        (82,400)
Cash distributions declared
 to date                           (2,038,520)        (20,592)     (2,059,112)
Repurchase of limited
 partnership Units                    (20,653)             --         (20,653)
                                 ------------    ------------    ------------

Balances at September 30, 1997   $ (2,450,475)   $   (143,480)   $ (2,593,955)
                                 ============    ============    ============
</TABLE>

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


                                      - 3 -

<PAGE>


<TABLE>

                            NTS-PROPERTIES PLUS LTD.

                            STATEMENTS OF OPERATIONS

<CAPTION>


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

                                      1997          1996        1997          1996
                                      ----          ----        ----          ----
                                 
<S>                                 <C>          <C>          <C>          <C>      
REVENUES:
 Rental income                      $ 202,896    $ 209,294    $ 592,693    $ 623,807
 Interest and other income                449        1,006        1,504        2,164
                                    ---------    ---------    ---------    ---------

                                      203,345      210,300      594,197      625,971

EXPENSES:
  Operating expenses                   40,941       34,987      113,886       92,400
  Operating expenses - affiliated      14,774       11,400       43,127       36,563
 Write-off of unamortized loan
   costs                                   --        9,082           --        9,082
  Interest expense                     75,619       83,490      229,439      270,329
  Management fees                      12,630       13,513       37,320       39,964
  Real estate taxes                    19,283       20,506       57,851       60,137
  Professional and administrative
     expenses                          12,104        9,861       36,045       31,844
  Professional and administrative
     expenses - affiliated             13,696       25,927       39,878       79,573
  Depreciation and amortization        39,490       39,875      119,051      122,220
                                    ---------    ---------    ---------    ---------

                                      228,537      248,641      676,597      742,112
                                    ---------    ---------    ---------    ---------

Net loss                            $ (25,192)   $ (38,341)   $ (82,400)   $(116,141)
                                    =========    =========    =========    =========

Net loss allocated to the limited
  partners                          $ (24,940)   $ (37,958)   $ (81,576)   $(114,979)
                                    =========    =========    =========    =========

Net loss per limited partnership
  unit                              $   (0.04)   $   (0.06)   $   (0.12)   $   (0.17)
                                    =========    =========    =========    =========

Weighted average number of units      663,402      685,647      667,207      685,647
                                    =========    =========    =========    =========

</TABLE>



                                      - 4 -

<PAGE>



<TABLE>


                            NTS-PROPERTIES PLUS LTD.

                            STATEMENTS OF CASH FLOWS


<CAPTION>

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

                                                1997           1996           1997           1996
                                                ----           ----           ----           ----
                                            
<S>                                        <C>            <C>            <C>            <C>         
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                   $   (25,192)   $   (38,341)   $   (82,400)   $  (116,141)
Adjustments to reconcile net loss to
  net cash provided by operating
   activities:
  Write-off of unamortized loan costs               --          9,082             --          9,082
   Depreciation and amortization                39,490         39,875        119,051        122,220
   Changes in assets and liabilities:
      Cash and equivalents - restricted        (20,310)       (21,299)       (61,276)       (64,799)
      Accounts receivable                        7,572          9,432         26,208         36,636
      Deferred leasing commissions               4,919          3,779         14,835          9,714
      Other assets                               6,650          6,976         (4,225)       (14,791)
      Accounts payable - operations             31,528         (2,390)       100,588         99,780
      Security deposits                          1,067            265          2,685            466
      Other liabilities                         18,945         23,049         60,783         63,592
                                           -----------    -----------    -----------    -----------

   Net cash provided by operating
      activities                                64,669         30,428        176,249        145,759
                                           -----------    -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
   amenities                                    (2,794)        (1,699)       (18,840)       (24,879)
Decrease in cash and equivalents -
   restricted                                       --             --             --          1,725
                                           -----------    -----------    -----------    -----------

   Net cash used in investing activities        (2,794)        (1,699)       (18,840)       (23,154)
                                           -----------    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in mortgages payable                       --      2,187,180             --      2,187,180
Principal payments on mortgages and
   notes payable                               (61,186)    (2,146,497)      (179,820)    (2,230,710)
Additions to loan costs                             --        (16,981)            --        (46,274)
Repurchase of limited partnership Units           (175)            --        (12,251)            --
                                           -----------    -----------    -----------    -----------

  Net cash provided by (used in)
    financing activities                       (61,361)        23,702       (192,071)       (89,804)
                                           -----------    -----------    -----------    -----------

  Net increase (decrease) in cash and
     equivalents                                   514         52,431        (34,662)        32,801

CASH AND EQUIVALENTS, beginning of
   period                                        7,768         16,639         42,944         36,269
                                           -----------    -----------    -----------    -----------

CASH AND EQUIVALENTS, end of period        $     8,282    $    69,070    $     8,282    $    69,070
                                           ===========    ===========    ===========    ===========


Interest paid on a cash basis              $    75,619    $    87,560    $   230,606    $   275,719
                                           ===========    ===========    ===========    ===========

</TABLE>


                                      - 5 -

<PAGE>




                            NTS PROPERTIES PLUS LTD.

                          NOTES TO FINANCIAL STATEMENTS


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

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

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

2.    Cash and Equivalents - Restricted
      ---------------------------------

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

3.    Interest Repurchase Reserve
      ---------------------------

      On November 6, 1996, the  Partnership  established an Interest  Repurchase
      Reserve  in  the  amount  of  $25,000  pursuant  to  Section  16.4  of the
      Partnership's Amended and Restated Agreement of Limited Partnership.  With
      these funds, the Partnership would be able to repurchase 35,714 Units at a
      price of $0.70 per unit.  Through  September 30, 1997, the Partnership has
      repurchased  a total of 22,245  Units for $15,572.  Repurchased  Units are
      retired by the Partnership, thus increasing the share of ownership of each
      remaining  investor.  On February 17, 1997, the  Partnership  indefinitely
      suspended the Interest Repurchase Program.

4.    Mortgages Payable
      -----------------

      Mortgages payable consist of the following:


                                                 September 30,     December 31,
                                                     1997              1996
                                                     ----              ----
      Mortgage  payable to an insurance  
      company,  bearing interest at a fixed 
      rate of 8.5%, due November 15, 2005,
      secured by land and building                $ 1,525,441      $ 1,619,600

      Mortgage payable to an insurance
      company, bearing interest at a fixed
      rate of 8.125%, due August 1, 2008,
      secured by land and building                    715,066          744,727

      Mortgage payable to an insurance  
      company, bearing interest at a fixed
      rate of 8.125%, due August 1, 2008,
      secured by land and building                    685,395          713,826


                              (Continued next page)


                                      - 6 -

<PAGE>


4.    Mortgages Payable - Continued
      -----------------------------

                                                 September 30,     December 31,
                                                     1997              1996
                                                     ----              ----
      Mortgage  payable to an insurance  
      company,  bearing interest at a fixed 
      rate of 8.125%, due August 1, 2008,
      secured by land and building                $   664,625      $   692,194
                                                   ----------       ----------
                                                  $ 3,590,527      $ 3,770,347
                                                   ==========       ==========

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


5.    Related Party Transactions
      --------------------------

      Property  management  fees  of  $37,320  and  $39,964  were  paid  to  NTS
      Development   Company,   an  affiliate  of  the  general  partner  of  the
      Partnership,  during the nine months  ended  September  30, 1997 and 1996,
      respectively.  The fee is  equal  to 6% of all  revenues  from  commercial
      properties pursuant to an agreement with the Partnership. Also pursuant to
      an  agreement,   NTS  Development   Company  will  receive  a  repair  and
      maintenance  fee equal to 5.9% of costs  incurred  which relate to capital
      improvements. The Partnership has incurred $2,116 and $931 as a repair and
      maintenance  fee during the nine months ended September 30, 1997 and 1996,
      respectively, and has capitalized this cost as part of land, buildings and
      amenities.

      As  permitted  by an  agreement,  the  Partnership  was also  charged  the
      following  amounts from NTS Development  Company for the nine months ended
      September 30, 1997 and 1996.  These charges  include items which have been
      expensed  as  operating   expenses  -  affiliated  or   professional   and
      administrative  expenses  affiliated and items which have been capitalized
      as deferred leasing  commissions,  other assets or as land,  buildings and
      amenities.


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

            Administrative                  $ 45,791           $  84,897
            Leasing                           15,699              14,520
            Property manager                  28,616              21,857
            Other                              1,538               4,124
                                            --------            --------

                                            $ 91,644           $ 125,398
                                            ========            ========

      Accounts payable - operations includes approximately $303,000 and $233,000
      due NTS  Development  Company at September 30, 1997 and December 31, 1996,
      respectively.  NTS  Development  Company has indicated to the  Partnership
      that they will not  demand  repayment  of the  amounts  outstanding  as of
      September 30, 1997 during 1997.  Payments to this  affiliate  will be made
      during 1997 as cash flows permit.

6.    Reclassification of 1996 Financial Statements
      ---------------------------------------------

      Certain  reclassifications  have  been  made  to the  September  30,  1996
      financial   statements   to   conform   with  the   September   30,   1997
      classifications.  These  reclassifications  have no effect  on  previously
      reported operations.



                                      - 7 -

<PAGE>



7.    Commitments and Contingencies
      -----------------------------

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

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

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





                                      - 8 -

<PAGE>




7.    Commitments and Contingencies - Continued
      -----------------------------------------

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


8.    Subsequent Event
      ----------------

      Subsequent to September 30, 1997, the L/U II Joint Venture informed Crosby
      and its  corporate  parent that it accepted  the terms of the  conditional
      settlement,  whereby  Crosby's parent paid to the L/U II Joint Venture the
      sum of  $300,000  in full  satisfaction  of all  claims.  These funds were
      received by the L/U II Joint Venture on October 23, 1997.



                                      - 9 -

<PAGE>



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

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

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



                                                       1997         1996
                                                       ----         ----

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

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

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

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

Lakeshore Business Center Phase II (12%)                 96%          83%

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

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


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

                                        1997        1996      1997     1996
                                      ---------   --------  --------  -------
Property owned in Joint
Venture with NTS-Properties IV
and NTS-Properties VII, Ltd.
(Ownership % at September 30,
1997)
------------------------------

Blankenbaker Business Center
1A (39%)
                                       $ 91,554   $ 91,554  $274,697  $274,611
Properties owned through
Lakeshore/University II Joint
Venture (L/U II Joint Venture)
(Ownership % at September 30,
1997)
------------------------------
  
Lakeshore Business Center
Phase I (12%)                          $ 45,780   $ 43,189  $134,118  $130,736

Lakeshore Business Center
Phase II (12%)                         $ 43,921   $ 36,553  $130,577  $105,442

University Business Center
Phase II (12%)                         $ 21,770   $ 38,268  $ 53,816  $113,777

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


                                     - 10 -

<PAGE>



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

A  wholly-owned  subsidiary  of The  Prudential  Insurance  Company  of  America
(Prudential  Service  Bureau,  Inc.) has leased  100% of  Blankenbaker  Business
Center 1A through July 2005.  In addition to monthly rent  payments,  Prudential
Service  Bureau,  Inc. is obligated to pay  substantially  all of the  operating
expenses  attributable  to its space.  The change in rental and other  income at
Blankenbaker  Business  Center 1A for the three  months  and nine  months  ended
September 30, 1997 as compared to the same periods in 1996 was not significant.

The 2% increase in occupancy at Lakeshore Business Center Phase I from September
30, 1996 to September 30, 1997 can be  attributed  to five new leases  totalling
approximately  7,500  square feet and an  expansion  by a current  tenant of its
existing space totalling  approximately 2,100 square feet.  Partially offsetting
the new leases are three tenants vacating prior to the end of the lease term one
due to a downsizing decision by the tenant's parent company (1,200 square feet -
tenant paid the L/U II Joint Venture a lease termination fee [recorded as rental
income] of approximately  $7,000 of which the Partnership's  proportionate share
is $840 or 12%),  one due to a  decision  by  management  to  allow a tenant  to
terminate  its lease early to  accommodate  a new long term tenant (1,900 square
feet - tenant paid the L/U II Joint Venture a lease termination fee [recorded as
rental income] of approximately $5,000 of which the Partnership's  proportionate
share  is $629 or 12%) and one due to  bankruptcy  (5,000  square  feet - tenant
ceased rental  payments).  The write-off of accrued income  connected with these
leases was not significant. Average occupancy at Lakeshore Business Center Phase
I increased from 97% (1996) to 98%(1997) for the three months ended September 30
and  decreased  from 98% (1996) to 96% (1997)  for the nine  month  period.  The
change in rental and other income at Lakeshore  Business  Center Phase I for the
three  months and nine months ended  September  30, 1997 as compared to the same
periods in 1996 was not significant.

The 13%  increase  in  occupancy  at  Lakeshore  Business  Center  Phase II from
September  30, 1996 to September  30, 1997 can be  attributed to five new leases
totalling  approximately  17,000 square feet which includes  approximately 5,700
square feet in  expansions by Lambda  Physik,  a current  tenant.  Lambda Physik
leases  nearly  12,700  square  feet and has  become the  largest  tenant in the
building  occupying  approximately  13% of the building's  total rentable square
feet. Partially offsetting the new leases is one tenant move-out,  at the end of
the lease term,  of  approximately  4,800  square  feet.  Average  occupancy  at
Lakeshore  Business  Center Phase II increased from 81% (1996) to 95% (1997) for
the three months ended  September 30 and increased from 78% (1996) to 93% (1997)
for the nine month period.  The increase in rental and other income at Lakeshore
Business  Center Phase II for the three  months and nine months ended  September
30,  1997 as  compared  to the  same  periods  in 1996 is due  primarily  to the
increase in average occupancy.

As of September 30, 1997,  Lakeshore  Business Center Phase II has approximately
4,200 square feet of additional space leased by a tenant who currently  occupies
approximately  1,300 square feet in Lakeshore Business Center Phase I. The lease
is for six years and the tenant is expected to take occupancy  during the fourth
quarter of 1997.  With the new lease,  the business  center's  occupancy  should
improve to 100%.

Philip Crosby  Associates,  Inc.  ("Crosby") leased 100% of University  Business
Center  Phase II. The original  lease term was for seven  years,  and the tenant
took occupancy in April 1991. As a result of Crosby downsizing and sub-leasing a
portion of its leased  space,  occupancy  has  decreased to 99% at September 30,
1997 and 1996.  During  January  1997,  Crosby  vacated the  remaining  space it
occupied at the business  center.  See below for a further  discussion of Crosby
and its leased space.





                                     - 11 -

<PAGE>



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

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

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

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

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

The  increase in operating  expense -  affiliated  for the three months and nine
months  ended  September  30, 1997 as  compared  to the same  periods in 1996 is
primarily  the  result  of  increased  property  management  costs at all of the
Partnership's  properties.  Operating  expenses -  affiliated  are  expenses for
services performed by employees of NTS Development  Company, an affiliate of the
General Partner of the Partnership.

The 1996  write-off of unamortized  loan costs relates to loan costs  associated
with the  Lakeshore/University II Joint Venture's notes payable. The unamortized
loan costs  were  expensed  due to the fact that the notes were  retired in 1996
prior to their  maturity  (January 31, 1998) as a result of permanent  financing
obtained by the Joint Venture in July 1996.

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

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



                                     - 12 -

<PAGE>



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

The  change in real  estate  taxes for the three  months and nine  months  ended
September 30, 1997 as compared to the same periods in 1996 was not significant.

Professional and administrative expenses have increased for the three months and
nine months ended  September 30, 1997 as compared to the same periods in 1996 as
a result of increased outside accounting expenses.

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

The change in  depreciation  and  amortization  expense for the three months and
nine months ended September 30, 1997 as compared to the same periods in 1996 was
not significant.  Depreciation is computed using the  straight-line  method over
the  estimated  useful  lives of the  assets  which  are 5 - 30  years  for land
improvements, 30 years for buildings, 5 - 30 years for building improvements and
5 - 30 years for amenities.  The aggregate cost of the Partnership's  properties
for Federal tax purposes approximately $6,800,000.

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

Cash provided by operations  was $176,249 and $145,759 for the nine months ended
September 30, 1997 and 1996, respectively. The Partnership has not made any cash
distributions  since the  quarter  ended June 30,  1991.  Distributions  will be
resumed once the  Partnership  has  established  adequate  cash  reserves and is
generating cash from operations which, in management's opinion, is sufficient to
warrant  future  distributions.  The  primary  source  of future  liquidity  and
distributions is expected to be derived from cash generated by the Partnership's
properties  after adequate cash reserves are  established for future leasing and
tenant finish costs and other  capital  improvements.  Cash reserves  (which are
unrestricted cash and equivalents as shown on the Partnership's balance sheet as
of  September  30) were  $8,282 and $69,070 as of  September  30, 1997 and 1996,
respectively.

As of September 30, 1997, the  Blankenbaker  Business Center Joint Venture had a
mortgage  payable with an  insurance  company in the amount of  $3,953,968.  The
mortgage is recorded as a liability  of the Joint  Venture and is secured by the
assets of the Joint Venture.  The  Partnership's  proportionate  interest in the
mortgage at September 30, 1997 is  $1,525,441.  The mortgage bears interest at a
fixed rate of 8.5% and is due November 15, 2005.  Monthly principal payments are
based upon an 11-year amortization schedule. At maturity, the mortgage will have
been repaid based on the current rate of amortization.

As of September 30, 1997 the L/U II Joint Venture had three  mortgage loans with
an insurance  company.  The  outstanding  balances of the loans at September 30,
1997 were $5,688,669,  $5,452,624 and $5,287,393 for a total of $16,428,686. The
loans are  recorded  as a  liability  of the Joint  Venture.  The  Partnership's
proportionate  share in the loans at September 30, 1997 was  $715,066,  $685,395
and  $664,625,  respectively,  for a total of  $2,065,086.  The  mortgages  bear
interest at a fixed rate of 8.125%,  are due August 1, 2008,  and are secured by
the assets of the Joint  Venture.  Monthly  principal  payments are based upon a
12-year  amortization  schedule.  At  maturity,  the loans will have been repaid
based on the current rate of amortization.

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

                                     - 13 -

<PAGE>



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

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

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

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

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

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



                                     - 14 -

<PAGE>



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

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

Subsequent to September 30, 1997, the L/U II Joint Venture  informed  Crosby and
its corporate  parent that it accepted the terms of the conditional  settlement,
whereby  Crosby's parent paid to the L/U II Joint Venture the sum of $300,000 in
full  satisfaction of all claims.  These funds were received by the L/U II Joint
Venture on October 23, 1997.

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

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

During 1996, the Partnership  established an Interest  Repurchase Reserve in the
amount of $25,000  pursuant  to Section  16.4 of the  Partnership's  Amended and
Restated  Agreement of Limited  Partnership.  With these funds,  the Partnership
would be able to  repurchase  35,714  Units at a price of $0.70 per Unit.  As of
September 30, 1997, 22,245 Units have been repurchased for $15,572.  Repurchased
Units are retired by the Partnership,  thus increasing the share of ownership of
each  remaining  investor.  On February 17, 1997,  the repurchase of Partnership
Units was  indefinitely  suspended in order to conserve cash. This step is being
taken until it is clear that, in the General Partner's opinion,  the Partnership
has the necessary  cash reserves to meet future  leasing and tenant finish costs
and has rebuilt cash reserves to meet the ongoing needs of the Partnership.

The L/U II Joint  Venture  owns  approximately  6 acres of land  adjacent to the
Lakeshore  Business  Center  development  in  Ft.   Lauderdale,   Florida.   The
Partnership's proportionate interest at September 30, 1997 in the asset held for
sale is $96,949.  The Joint Venture  continues to actively  market the asset for
sale.

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





                                     - 15 -

<PAGE>



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

local  advertising  with the assistance of NTS Development  Company's  marketing
staff. The leasing and renewal  negotiations of University Business Center Phase
II are  handled by a leasing  agent,  an employee  of NTS  Development  Company,
located at the University Business Center Development.

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

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

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

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






                                     - 16 -

<PAGE>



PART II.  OTHER INFORMATION

l.     Legal Proceedings

       None

2.     Changes in Securities

       None

3.     Defaults upon Senior Securities

       None

4.     Submission of Matters to a Vote of Security Holders

       None

5.     Other Information

       None

6.     Exhibits and Reports on Form 8-K

       (a)     Exhibits:

               Exhibit 27.  Financial Data Schedule

       (b)     Reports on Form 8-K:

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










                                     - 17 -

<PAGE>



                                   SIGNATURES


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


                                       NTS-PROPERTIES PLUS LTD.
                                            (Registrant)

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


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


Date:    November 12, 1997





                                     - 18 -



<PAGE>