# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

# FORM 8-K

Current Report Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date
of earliest event reported): August 13, 2004

# NTS-PROPERTIES V,
A MARYLAND LIMITED PARTNERSHIP

(Exact Name of
Registrant as Specified in its Charter)

|Maryland        | 0-13400          | 61-1051452    
|--------------- | ---------------- | --------------
|(State or Other | (Commission File | (IRS Employer 
|Jurisdiction of | Number)          | Incorporation)
|Incorporation)  |                  |               

10172 Linn Station Road,
Louisville, Kentucky 40223
(Address of Principal Executive Offices)

(502) 426-4800
(Registrants Telephone Number, Including Area Code)

(Former
Name or Former Address, if Changed Since Last Report)

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# ITEM 5. Other Events and
Regulation FD Disclosure.

On
August 13, 2004, NTS Realty Holdings Limited Partnership (NTS Realty) filed
Amendment No. 2 to Form S-4, which includes a joint consent solicitation
statement/prospectus, with the Securities and Exchange Commission to seek approval of the
merger of NTS-Properties III, NTS-Properties IV, NTS-Properties V, NTS-Properties VI and
NTS-Properties VII, Ltd. (the Partnerships) into NTS Realty. The general
partners of the Partnerships agreed to pursue a merger of the Partnerships in the
Stipulation and Agreement of Settlement (the Settlement Agreement) that was
jointly filed by the general partners, along with certain of their affiliates, with the
class of plaintiffs in the action captioned Buchanan et al. v. NTS-Properties
Associates V, et al. (Case No. C 01-05090). On May 6, 2004, the Superior Court of the
State of California for the County of Contra Costa approved the Settlement Agreement as
fair, reasonable and adequate, and in the best interests of the class of plaintiffs.

NTS
Realty filed the original Form S-4 on February 4, 2004 and Amendment No. 1 on June 18, 2004.

This
announcement is not an offer to purchase, a solicitation of an offer to sell or the
solicitation of a proxy to vote, any of the limited partner interests of the Partnerships
or of NTS Realty. The limited partnership units of NTS Realty, which will be issued if the
merger is approved and completed, have not been registered under the Securities Act of
1933 (the Act) and may not be offered or sold in the United States absent
registration under the Act or an applicable exemption from the registration requirement.

# Forward Looking
Information

This
filing may contain forward-looking statements involving risks and uncertainties.
Statements in this filing that are not historical, including statements regarding
intentions, beliefs, expectations, representations, plans or predictions of the future,
constitute forward-looking statements. These risks and uncertainties include, but are not
limited to, court and other regulatory approval of the proposed merger and the ability to
successfully integrate each of the acquired Partnerships, as well as general risks and
uncertainties associated with owning real estate. For a discussion of some of these
potential risks and uncertainties, please refer to the annual and quarterly reports filed
by each of the Partnerships with the Securities and Exchange Commission. The Partnerships
do not undertake any obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.

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# SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.

|NTS-PROPERTIES V,
A MARYLAND LIMITED PARTNERSHIP
|------------------------------------------------
|
|                                                
|By:                                             
|                                                
|                                                
|                                                
|                                                
|                                                
|                                                
|                                                

|By: /s/ Gregory A. Wells                          
|--------------------------------------------------
|                                                  
|Gregory A. Wells                                  
|Chief Financial Officer of NTS Capital Corporation

Date: August 13, 2004

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