SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
              -----------------------------------------------------



                        AMENDMENT NO. 2 TO SCHEDULE 13E-4
                          ISSUER TENDER OFFER STATEMENT
                                (FINAL AMENDMENT)
      (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)


                                NTS-PROPERTIES V
                                (Name of Issuer)


                                NTS-PROPERTIES V
                        (Name of Person Filing Statement)


                          LIMITED PARTNERSHIP INTERESTS
                         (Title of Class of Securities)


                                    62942E308
                      (CUSIP Number of Class of Securities)


                     J.D. Nichols, Managing General Partner
                           NTS-Properties Associates V
                             10172 Linn Station Road
                           Louisville, Kentucky 40223
                                 (502) 426-4800
       (Name, Address and Telephone Number of Person Authorized to Receive
        Notices and Communications on Behalf of Person Filing Statement)


                                    Copy to:

                             Michael J. Choate, Esq.
                             Shefsky & Froelich Ltd.
                      444 North Michigan Avenue, Suite 2500
                             Chicago, Illinois 60611
                                 (312) 836-4066


                                November 5, 1999
     (Date Tender Offer First Published, Sent or Given to Security Holders)



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                               AMENDMENT NO. 2 TO
                 ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4

                                  INTRODUCTION

         This Amendment No. 2 dated January 11, 2000  supplements and amends the
Issuer Tender Offer Statement on Schedule 13E-4 (the "Original Statement") filed
with  the   Securities   and  Exchange   Commission   on  November  5,  1999  by
NTS-Properties V (the "Partnership"), regarding the offer of the Partnership and
ORIG,  LLC,  a  Kentucky  limited  liability  company,   (the  "Affiliate"  and,
collectively with the Partnership,  the "Offerors") to purchase in the aggregate
up to 500 limited partnership interests in the Partnership.  A copy of the Offer
to Purchase dated November 5, 1999 and the related Letter of Transmittal  (which
together  constitute the "Offer") were incorporated by reference in the Original
Statement.

         Under the  original  terms of the  Offer,  the  Purchase  Price for the
Interests was $215 per Interest,  the Offer expired at 12:00  midnight,  Eastern
Standard Time, on December 23, 1999. With two notices to Limited Partners, which
were dated  December 20 and 22, 1999,  and a Press  Release  dated  December 22,
1999, the Offerors  announced  their intention to increase the Purchase Price to
$230 per Interest and to extend the Expiration Date of the Offer to December 31,
1999. As of December 31, 1999 a total of 1,196 Interests were properly  tendered
pursuant to the Offer. The Offerors exercised their right under the terms of the
Offer to purchase more than 500 Interests and all 1,196 Interests  tendered were
accepted by the Offerors,  without proration. The Partnership repurchased 250 of
these  Interests.  The  Affiliate  purchased  946 of these  Interests.  By Press
Release dated January 11, 2000, the Offerors  announced:  (i) that the Offer had
terminated as of December 31, 1999, as scheduled;  and (ii) the final results of
the Offer.

         This  Amendment   constitutes  the  final  amendment  to  the  Original
Statement in accordance with Rule 13e-4(c)(3) under the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"),  and General  Instructions D and E to
Schedule 13E-4.

Item 4.  Interest in Securities of the Issuer.
----------------------------------------------

         Except  for the  purchase  of 1,196  Interests  by the  Offerors  as of
December 31, 1999,  pursuant to the Offer,  there have not been any transactions
involving  Interests that were effected during the past forty (40) business days
by the Partnership, the General Partner, Mr. Nichols or Mr. Lavin, the Affiliate
or any other associate or subsidiary of any such person.

Item 9.  Material to be Filed as Exhibits.
------------------------------------------

         The response to Item 9 of the Schedule 13E-4 is hereby supplemented and
amended as follows:

         (a)(9)   Press Release by the Offerors dated January 11, 1999.

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                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date:    January 11, 2000                  NTS-PROPERTIES V, a Maryland limited
                                           partnership.

                                           By:      NTS-PROPERTIES ASSOCIATES V,
                                                    General Partner

                                           By:      /s/ J. D. Nichols
                                                    --------------------------
                                                    J.D. Nichols,
                                                    Managing General Partner




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                                    EXHIBITS


Exhibit
Number                       Description
------                       -----------
(a)(9)             Press Release by the Offerors dated January 11, 2000.










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                                                                 Exhibit (a)(9)







              Press Release by the Offerors dated January 11, 2000






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         Louisville,   Kentucky   January  11,  2000.   NTS-Properties   V  (The
"Partnership)  announced  today that the issuer tender offer of the  Partnership
and  ORIG,  LLC,  an  affiliate  of  the  Partnership   (collectively  with  the
Partnership,  the  "Offerors")  for up to 500 Limited  Partnership  Interests in
NTS-Properties V, which commenced on November 5, 1999, and was amended effective
December 20, 1999, expired on December 31, 1999.

         The final results of the Offer are as follows: As of December 31, 1999,
a total of 1,196  Interests  were tendered  pursuant to the Offer.  The Offerors
exercised  their right  under the terms of the Offer to  purchase  more than 500
Interests,  and all 1,196 Interests were accepted.  The Partnership  repurchased
250 Interests at a price of $230 per Interest,  pursuant with the amended Offer;
ORIG,  LLC  purchased  946  Interests at a price of $230 per  Interest.  Limited
Partners  whose  Interests  were  purchased as of December 31, 1999 were granted
rescission  and withdrawal  rights  through the expiration  date of December 31,
1999.

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