UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                        FORM 10-K/A (Amendment Number 1)

                                   (Mark One)

X        ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
--       SECURITIES EXCHANGE ACT OF 1934

         For the fiscal year ended               December 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                     0-13400
                               ------------------------------------------------

                 NTS-PROPERTIES V, a Maryland Limited Partnership
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Maryland                                              61-1051452
---------------------------------                           -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)

         10172 Linn Station Road

      Louisville, Kentucky                                          40223
---------------------------------                            ------------------
(Address of principal executive                                   (Zip Code)
offices)

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

Securities registered pursuant to Section 12(b) of the Act:         None

Securities registered pursuant to Section 12(g) of the Act:

                           Limited Partnership Interests
--------------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) 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 (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                         YES  X         NO
                                                             ----         ----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.            [X]











<PAGE>



In the Statements of Operations, as filed on March 31, 2000, for the Years Ended
December 31, 1999,  1998 and 1997,  brackets were  inadvertently  omitted on the
line items "Income (loss) before extraordinary item" and "Net income (loss)" for
the period ended  December 31,  1999,  under the heading "Net income  (loss) per
Limited Partnership Unit." This submission corrects that omission.

Item 8.  Financial Statements and Supplementary Data.
         -------------------------------------------

























                                        2


<PAGE>



Item 8.  Financial Statements and Supplementary Data
         -------------------------------------------

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------

To NTS-Properties V, a Maryland Limited Partnership:

We have audited the accompanying  balance sheets of NTS-Properties V, a Maryland
Limited  Partnership,  as of  December  31,  1999  and  1998,  and  the  related
statements of operations,  partners' equity and cash flows for each of the three
years in the period ended December 31, 1999. These financial  statements and the
schedules  referred  to  below  are  the  responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of NTS-Properties V as of December
31, 1999 and 1998, and the results of its operations and its cash flows for each
of the three years in the period  ended  December  31, 1999 in  conformity  with
accounting principles generally accepted in the United States.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken  as a whole.  The  schedules  included  on pages 48
through 50 are  presented  for purposes of  complying  with the  Securities  and
Exchange  Commission's  rules and regulations and are not a required part of the
basic financial statements.  These schedules have been subjected to the auditing
procedures  applied in our audits of the basic financial  statements and, in our
opinion, fairly state in all material respects the financial data required to be
set forth  therein in  relation  to the basic  financial  statements  taken as a
whole.

                                                             ARTHUR ANDERSEN LLP



Louisville, Kentucky
March 24, 2000

                                        3


<PAGE>
<TABLE>



                                NTS-PROPERTIES V
                                ----------------

                                 BALANCE SHEETS
                                 --------------

                        AS OF DECEMBER 31, 1999 AND 1998
                        --------------------------------

<CAPTION>


                                                  1999                1998
                                                  ----                ----
ASSETS
------
<S>                                             <C>                <C>
Cash and equivalents                            $2,807,198         $4,543,666
Cash and equivalents - restricted                  117,220            208,682
Accounts receivable, net of allowance
 for doubtful accounts of $0 (1999) and
 $4,678 (1998)                                     103,245             77,560
Land, buildings and amenities, net              17,008,482         16,801,857
Other assets                                       439,664            409,580
                                              ------------        -----------

                                               $20,475,809        $22,041,345
                                              ============        ===========

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

Mortgages and notes payable                    $11,726,240        $11,450,225
Accounts payable - operations                      154,958            116,056
Accounts payable - construction                    125,833             47,150
Security deposits                                  159,642            124,309
Other Liabilities                                  159,337            111,897
                                              ------------       ------------
                                                12,326,010         11,849,637



Commitments and contingencies (Note 12)



Partners' equity                                 8,149,799         10,191,708
                                              ------------        -----------

                                               $20,475,809        $22,041,345
                                              ============        ===========

</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                        4


<PAGE>
<TABLE>



                                NTS-PROPERTIES V
                                ----------------

                            STATEMENTS OF OPERATIONS
                            ------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
              ----------------------------------------------------

<CAPTION>

                                                                 1999                 1998                 1997
                                                                 ----                 ----                 ----
Revenues:
---------
<S>                                                           <C>                  <C>                  <C>
Rental income, net of provision for
 doubtful accounts of $0 (1999 and 1998)
 and $3,045 (1997)                                            $3,783,946           $5,665,370           $5,831,544
Gain on sale of assets                                            52,051            5,004,628                   --
Interest and other income                                        248,027               87,607               74,742
                                                             -----------          -----------           ----------

                                                               4,084,024           10,757,605            5,906,286
Expenses:
---------

Operating expenses                                               920,334            1,147,506            1,189,163
Operating expenses - affiliated                                  491,956              518,742              566,492
Write-off of unamortized land
 improvements & amenities                                         30,913               14,390                   --
Interest expense                                                 901,591            1,497,171            1,753,841
Management fees                                                  221,467              332,161              352,933
Real estate and income taxes                                     378,628              498,318              576,997
Professional and administrative
 expenses                                                        209,046              129,066              117,016
Professional and administrative
 expenses - affiliated                                           174,341              203,157              221,034
Depreciation and amortization                                    835,018            1,378,613            1,687,488
                                                             -----------          -----------           ----------

                                                               4,163,294            5,719,124            6,464,964
                                                             -----------          -----------           ----------

Income (loss) before extraordinary item                          (79,270)           5,038,481             (558,678)
Extraordinary item - early extinguishment
 of debt                                                              --           (1,042,438)             (49,346)
                                                             -----------          -----------          -----------

Net income (loss)                                               $(79,270)          $3,996,043            $(608,024)
                                                             ===========          ===========          ===========

Net income (loss) allocated to the limited partners:

 Income (loss) before extraordinary item                        $(78,477)          $4,988,096            $(553,091)

 Extraordinary item                                                   --           (1,032,014)             (48,853)
                                                             -----------          -----------          -----------

 Net income (loss)                                              $(78,477)          $3,956,082            $(601,944)
                                                             ===========          ===========          ===========
Net income (loss) per limited partnership
 Unit:
 Income (loss) before extraordinary item                          $(2.39)             $144.86              $(15.74)
 Extraordinary item                                                   --               (29.97)               (1.39)
                                                             -----------          -----------          -----------

Net income (loss)                                                $(2.39)             $114.89              $(17.13)
                                                             ===========          ===========          ===========

Weighted average number of limited
 partnership Units                                                32,861               34,433               35,136
                                                             ===========          ===========           ==========

</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                        5


<PAGE>
<TABLE>



                                NTS-PROPERTIES V
                                ----------------

                       STATEMENTS OF PARTNERS' EQUITY (1)
                       ----------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
              ----------------------------------------------------

<CAPTION>


                                            Limited              General
                                            Partners             Partners              Total
                                            --------             --------              -----
<S>                                        <C>                   <C>                 <C>
Balances at December 31, 1996              $7,103,578            $(121,959)          $6,981,619
 Net loss                                    (601,944)              (6,080)            (608,024)
                                          -----------          -----------          -----------
Balances at December 31, 1997               6,501,634             (128,039)           6,373,595
 Net income                                 3,956,082               39,961            3,996,043
 Repurchase of Limited Partnership
  Units                                      (177,930)                  --             (177,930)
                                          -----------          -----------          -----------
Balances at December 31, 1998              10,279,786              (88,078)          10,191,708
 Net loss                                     (78,477)                (793)             (79,270)
 Cash distributions                        (1,252,275)             (12,649)          (1,264,924)
 Repurchase of Limited Partnership
  Units                                      (697,715)                  --             (697,715)
                                          -----------          -----------          -----------
Balances at December 31, 1999              $8,251,319            $(101,520)          $8,149,799
                                          ===========          ===========           ==========

</TABLE>


The  accompanying  notes to financial  statements  are an integral part of these
statements.

(1)  For the periods  presented,  there are no  elements of other  comprehensive
     income as defined by the Financial Accounting Standards Board, Statement of
     Financial Accounting  Standards Statement No. 130, Reporting  Comprehensive
     Income.

                                        6


<PAGE>
<TABLE>



                                NTS-PROPERTIES V
                                ----------------

                            STATEMENTS OF CASH FLOWS
                            ------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
              ----------------------------------------------------

<CAPTION>


                                                           1999                1998                 1997
                                                           ----                ----                 ----
CASH FLOWS FROM OPERATING ACTIVITIES
-------------------------------------
<S>                                                      <C>                <C>                   <C>
Net income (loss)                                        $(79,270)          $3,996,043            $(608,024)

Adjustments to reconcile net loss to net
 cash provided by operating activities:
Gain on sale of assets                                    (52,051)          (5,004,628)                  --
Extraordinary item-early extinguishment of
 debt                                                          --            1,042,438               49,346
Provision for doubtful accounts                                --                   --                3,045
Write-off of unamortized land improvements
 & amenities                                               30,913               14,390                   --
Depreciation and amortization                             835,018            1,378,613            1,687,488
Changes in assets and liabilities:
 Cash and equivalents - restricted                         25,961              (15,924)              15,134
 Accounts receivable                                      (25,685)             213,944              222,718
 Other assets                                              66,672              126,932              104,065
 Accounts payable - operations                            117,585             (168,773)              28,378
 Security deposits                                         35,333              (43,288)              14,666
 Other liabilities                                         47,441              (77,709)             149,706
                                                     ------------         ------------           ----------

 Net cash provided by operating activities              1,001,917            1,462,038            1,666,522
                                                     ------------         ------------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------

Proceeds from sale of land                              1,149,317                   --                   --
Proceeds from sale of building before payment
 of debt                                                       --           13,279,721                   --
Additions to land, buildings and amenities               (762,629)            (482,942)            (431,992)
Asset held for development                                     --            1,179,268                   --
Change in ownership of Joint Venture                     (502,905)                  --                   --
Other                                                          --               14,776                   --
                                                     ------------         ------------           ----------

 Net cash provided by (used in) investing
  activities                                             (116,217)          13,990,823             (431,992)
                                                     ------------         ------------           ----------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Increase in mortgages payable                                  --              200,000            4,585,920
Principal payments on mortgages and notes
 payable                                                 (725,029)         (10,412,596)          (5,611,430)
Early principal payment penalty                                --             (877,569)                  --
Decrease (increase) in loan costs                              --                8,438              (51,474)
Cash distributions                                     (1,264,924)                  --                   --
Repurchase of limited partnership Units                  (697,715)            (177,930)                  --
Decrease (increase) in cash and
 equivalents - restricted                                  65,500             (122,900)                  --
                                                     ------------         ------------           ----------

 Net cash used in financing activities                 (2,622,168)         (11,382,557)          (1,076,984)
                                                     ------------         ------------           ----------

 Net increase in cash and equivalents                  (1,736,468)           4,070,304              157,546
                                                     ============          ===========           ==========

CASH AND EQUIVALENTS, beginning of year                 4,543,666              473,362              315,816
                                                     ============          ===========           ==========

CASH AND EQUIVALENTS, end of year                      $2,807,198           $4,543,666             $473,362
                                                     ============          ===========           ==========

Interest paid on a cash basis                            $906,179           $1,545,240           $1,865,183
                                                     ============          ===========           ==========

</TABLE>


The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                        7


<PAGE>



                                NTS-PROPERTIES V
                                ----------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
              ----------------------------------------------------

1.       Significant Accounting Policies
         -------------------------------

         A)       Organization
                  ------------

                  NTS-Properties  V,  a  Maryland  limited   partnership,   (the
                  "Partnership") is a limited partnership organized on April 30,
                  1984. The General  Partner is  NTS-Properties  Associates V, a
                  Kentucky  limited  partnership.  The  Partnership  is  in  the
                  business of  developing,  constructing,  owning and  operating
                  residential apartments and commercial real estate.

         B)       Properties
                  ----------

                  The Partnership owns and operates the following properties:

                  -        Commonwealth  Business  Center  Phase II, a  business
                           center with approximately  66,000 net rentable square
                           feet located in Louisville, Kentucky.

                  -        A 90%  joint  venture  interest  in  The  Willows  of
                           Plainview  Phase  II,  a  144-unit  luxury  apartment
                           complex located in Louisville, Kentucky.

                  -        A    79%    joint    venture    interest    in    the
                           Lakeshore/University  II Joint Venture. A description
                           of the properties  owned by the Joint Venture appears
                           below:

                           -        Lakeshore   Business  Center  Phase  I  -  a
                                    --------------------------------------
                                    business center with  approximately  103,000
                                    net  rentable  square  feet  located in Fort
                                    Lauderdale, Florida.

                           -        Lakeshore  Business  Center  Phase  II  -  a
                                    --------------------------------------
                                    business  center with  approximately  97,000
                                    net  rentable  square  feet  located in Fort
                                    Lauderdale, Florida.

                           -        Outparcel  Building Site - approximately 3.8
                                    ------------------------
                                    acres of  undeveloped  land  adjacent to the
                                    Lakeshore  Business Center  development upon
                                    which  construction  of  Lakeshore  Business
                                    Center Phase III has commenced.

         C)       Allocation of Net Income (Loss) and Cash Distributions
                  ------------------------------------------------------

                  Operating  Net Cash  Receipts,  as defined in the  partnership
                  agreement and which are made available for distribution,  will
                  be  distributed  1) 99% to the limited  partners and 1% to the
                  General Partner until the limited partners have received their
                  8% Preferred  Return as defined in the partnership  agreement;
                  2) to the General Partner in an amount equal to  approximately
                  10%  of the  limited  partners  8%  Preferred  Return;  3) the
                  remainder,  90% to the limited partners and 10% to the General
                  Partner.   Net   operating   income   (loss),   exclusive   of
                  depreciation,  is  allocated  to the limited  partners and the
                  General  Partner  in  proportion  to  their   respective  cash
                  distributions.    Net   operating    income,    exclusive   of
                  depreciation,   in  excess  of  cash  distributions  shall  be
                  allocated  as  follows:  (1) pro rata to all  partners  with a
                  negative  capital  account  in  an  amount  to  restore  their
                  respective  negative  capital  account to zero; (2) 99% to the
                  limited  partners  and 1% to the  General  Partner  until  the
                  limited  partners have received  cash  distributions  from all
                  sources equal to their original capital;  (3) the balance, 75%
                  to the  limited  partners  and  25% to  the  General  Partner.
                  Depreciation  expense is allocated 99% to the limited partners
                  and 1% to the General Partner for all periods presented in the
                  accompanying Financial Statements.

                                        8


<PAGE>



1.       Significant Accounting Policies - Continued
         -------------------------------------------

         D)       Tax Status
                  ----------

                  The  Partnership  has  received  a ruling  from  the  Internal
                  Revenue  Service stating that the Partnership is classified as
                  a limited  partnership  for federal  income tax  purposes.  As
                  such, the Partnership makes no provision for income taxes. The
                  taxable income or loss is passed through to the holders of the
                  partnership interests for inclusion on their individual income
                  tax returns.

                  A reconciliation of net income (loss) for financial  statement
                  purposes versus that for income tax reporting is as follows:

                                       1999           1998             1997
                                       ----           ----            ----
Net income (loss)                    $(79,270)      $3,996,043      $(608,024)

Items handled differently for
 tax purposes:

Gain/loss on sale of
 assets                            (1,765,152)        (982,892)            --
 Depreciation and
  amortization                       (177,825)         421,204        342,809
 Capitalized leasing
  costs                                 2,622           11,930         14,484
 Rental income                        (32,996)          44,212        353,677
 Allowance for doubtful
  accounts                             (4,698)          (8,626)        (2,596)
 Write-off of unamortized
  tenant improvements                 (24,787)          (6,314)       (39,966)
 Other                                 36,379               --             --
                                  -----------      -----------        -------

Taxable income (loss)             $(2,045,727)      $3,475,557        $60,384
                                  ===========      ===========      =========

         E)       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.

         F)       Joint Venture Accounting
                  ------------------------

                  The  Partnership has adopted the  proportionate  consolidation
                  method  of  accounting  for  joint  venture  properties.   The
                  Partnership's  proportionate interest in the 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.   All
                  intercompany accounts and transactions have been eliminated in
                  consolidation.

                  Proportionate consolidation is utilized by the Partnership due
                  to  the  fact  that  the   ownership  of  the  joint   venture
                  properties, in substance, is not subject to joint control. The
                  managing  General  Partners of the sole General Partner of the
                  NTS sponsored  partnerships  which have formed joint  ventures
                  are  substantially  the  same.  As such,  decisions  regarding
                  financing,  development, sale or operations do not require the
                  approval  of  different  partners.   Additionally,  the  joint
                  venture properties are in the same  business/industry as their
                  respective joint venture partners and their asset,  liability,
                  revenue and expense accounts correspond with

                                        9


<PAGE>



1.       Significant Accounting Policies - Continued
         -------------------------------------------

         F)       Joint Venture Accounting - Continued
                  ------------------------------------

                  the accounts of such partner.  It is the belief of the General
                  Partner  of  the  Partnership  that  the  financial  statement
                  disclosures   resulting   from   proportionate   consolidation
                  provides   the  most   meaningful   presentation   of  assets,
                  liabilities,  revenues,  expenses and cash flows for the years
                  presented given the commonality of the Partnership operations.

         G)       Cash and Equivalents - Restricted
                  ---------------------------------

                  Cash and equivalents - restricted represents 1) funds received
                  for residential  security  deposits,  2) funds which have been
                  escrowed  with  mortgage   companies  for  property  taxes  in
                  accordance   with  the  loan  agreements  with  said  mortgage
                  companies  and 3) funds  reserved by the  Partnership  for the
                  repurchase of limited partnership Units.

         H)       Basis of Property and Depreciation
                  ----------------------------------

                  Land,  buildings  and  amenities  are  stated  at  cost to the
                  Partnership.  Costs directly  associated with the acquisition,
                  development  and  construction  of a project are  capitalized.
                  Depreciation is computed using the  straight-line  method over
                  the estimated  useful lives of the assets which are 5-30 years
                  for  land   improvements,   5-30   years  for   building   and
                  improvements,  5-30 years for  amenities and the life of lease
                  for tenant improvements.

                  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 value.
                  Application  of this standard by  management  during the years
                  ended  December 31,  1999,  1998 and 1997 did not result in an
                  impairment loss.

         I)       Rental Income and Capitalized Leasing Costs
                  -------------------------------------------

                  Certain  of  the   Partnership's   lease  agreements  for  the
                  commercial  properties are structured to include scheduled and
                  specified  rent  increases  over the lease term. For financial
                  reporting  purposes,  the income  from  these  leases is being
                  recognized  on a  straight-line  basis  over the  lease  term.
                  Accrued  income  connected  with these  leases is  included in
                  accounts  receivable  and  totaled  $24,534  and $34,901 as of
                  December 31, 1999 and 1998, respectively.

                  All  commissions   paid  to  commercial   leasing  agents  and
                  incentives  paid to tenants are  deferred  and  amortized on a
                  straight-line basis over the applicable lease term.

         J)       Advertising
                  -----------

                  The Partnership expenses  advertising-type  costs as incurred.
                  Advertising  expense was immaterial to the Partnership  during
                  the years ended December 31, 1999, 1998 and 1997.

         K)       Statements of Cash Flows
                  ------------------------

                  For purposes of  reporting  cash flows,  cash and  equivalents
                  include cash on hand and short-term, highly liquid investments
                  with initial maturities of three months or less.

         L)       Reclassification of 1998 and 1997 Financial Statements
                  ------------------------------------------------------

                  Certain  reclassifications  have been made to the December 31,
                  1998 and 1997  financial  statements  to conform with December
                  31,  1999  classifications.   These  classifications  have  no
                  material effect on previously reported operations.

                                       10


<PAGE>



2.       Concentration of Credit Risk
         ----------------------------

         NTS-Properties V owns and operates or has a joint venture investment 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. The Partnership  also has a joint venture  investment in a
         residential  property in  Louisville,  Kentucky.  The apartment unit is
         generally the principal residence of the tenant.

3.       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 June  1996.  During  the years  ended
         December 31, 1998, 1997 and 1996, the Partnership funded $177,930,  $0,
         and $99,900,  respectively,  to the reserve.  Through  October 25, 1998
         (the commencement date of the First Tender Offer),  the Partnership had
         repurchased a total of 1,882 Units for $277,830 at a price ranging from
         $135 to $160 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 at
         that  date.  Repurchased  Units are  retired by the  Partnership,  thus
         increasing  the  percentage  of  ownership  of each  remaining  limited
         partner investor.  The Interest Repurchase Reserve was funded from cash
         reserves. The balance in the reserve at December 31, 1999 was $0.

4.       Tender Offers
         -------------

         On October 13, 1998, the Partnership and ORIG, LLC, an affiliate of the
         Partnership  (the  "bidders"),  commenced  a tender  offer (the  "First
         Tender  Offer") to  purchase up to 1,200 of the  Partnership's  limited
         partnership  Units  at a price  of $205  per Unit as of the date of the
         First Tender  Offer.  The initial  expiration  date of the First Tender
         Offer was January 11, 1999 and this  expiration  date was  subsequently
         extended  through  February  5,  1999.  A total  of  2,458  Units  were
         tendered,  pursuant to the First Tender Offer, and the bidders accepted
         all Units tendered. The Partnership repurchased 600 Units and ORIG, LLC
         purchased  1,858  Units  at a total  cost  of  $503,890  plus  offering
         expenses.

         On June 25, 1999, the Partnership  commenced a second tender offer (the
         "Second  Tender  Offer") to purchase  up to 1,000 of the  Partnership's
         limited partnership Units at a price of $167.50 per Unit as of the date
         of the Second Tender Offer.  The initial  expiration date of the Second
         Tender  Offer was August 31, 1999.  On August 18,  1999,  the price was
         increased  to $180 per Unit and the  expiration  date was  extended  to
         September 30, 1999. On August 31, 1999, the price was increased to $205
         per Unit and the expiration  date remained  September 30, 1999. A total
         of 2,523 Units were tendered,  pursuant to the Second Tender Offer, and
         the  Partnership  accepted  all Units at a total cost of $517,215  plus
         offering  expenses.  ORIG, LLC did not participate in the Second Tender
         Offer.

         On November 5, 1999, the  Partnership  and ORIG,  LLC (the  "bidders"),
         commenced a third tender offer (the "Third  Tender  Offer") to purchase
         up to 500 limited  partnership  Units at a price of $215 per Unit as of
         the date of the Third Tender Offer. The initial  expiration date of the
         offer was  December  23,  1999.  On December  22,  1999,  the price was
         increased  to $230 per Unit and the  expiration  date was  extended  to
         December 31, 1999.  A total of 1,196 Units were  tendered,  pursuant to
         the Third Tender Offer,  and the bidders  accepted all Units  tendered.
         The  Partnership  repurchased  250 Units and ORIG, LLC  repurchased 946
         Units at a total costs of $275,080 plus offering expenses.

5.       Investment in Joint Ventures
         ----------------------------

         A)       NTS Willows Phase II Joint Venture
                  ----------------------------------

                  In  1984,  the  Partnership   entered  into  a  joint  venture
                  agreement with  NTS-Properties IV, an affiliate of the General
                  Partner of the  Partnership,  to develop  and  construct a 144
                  unit  luxury  apartment   complex  on  an  8.29-acre  site  in
                  Louisville,  Kentucky known as The Willows of Plainview  Phase
                  II. NTS-Properties IV contributed land

                                       11


<PAGE>



5.       Investment in Joint Ventures - Continued
         ----------------------------------------

         A)       NTS Willows Phase II Joint Venture - Continued
                  ----------------------------------------------

                  valued   at   $800,000   and   the   Partnership   contributed
                  approximately $7,455,000,  the construction and carrying costs
                  of the apartment complex.  The project was completed in August
                  1985.  Net  income  or net  loss is  allocated  each  calendar
                  quarter based on the  respective  partnership's  contribution.
                  The  Partnership's  ownership  share was 90% at  December  31,
                  1999. The Partnership's  share of the joint venture's revenues
                  was  $1,211,534  (1999),   $1,211,384  (1998)  and  $1,283,576
                  (1997).  The  Partnership's   share  of  the  joint  venture's
                  expenses  was  $1,212,171   (1999),   $1,207,379   (1998)  and
                  $1,260,767 (1997).

         B)       NTS Ft. Lauderdale Office Joint Venture
                  ---------------------------------------

                  In  1985,  the  Partnership   entered  into  a  joint  venture
                  agreement with  NTS-Properties  IV to develop an approximately
                  103,000  square-foot   commercial  business  center  known  as
                  Lakeshore Business Center Phase I, located in Fort Lauderdale,
                  Florida.

                  NTS-Properties  IV  contributed  land valued at $1,752,982 and
                  the  Partnership  contributed  approximately  $9,170,000,  the
                  construction  and carrying costs of the business  center.  The
                  net  income or net loss is  allocated  each  calendar  quarter
                  based on the respective partnership's contribution.

                  On January 23, 1995,  the  partners of the NTS Ft.  Lauderdale
                  Office Joint Venture  contributed  Lakeshore  Business  Center
                  Phase I to the newly formed  Lakeshore/University  II (L/U II)
                  Joint  Venture.  Refer to Note 5D for a further  discussion of
                  the new joint venture.

         C)       NTS University Boulevard Joint Venture
                  --------------------------------------

                  In  1989,  the  Partnership   entered  into  a  joint  venture
                  agreement with  NTS-Properties  Plus Ltd., an affiliate of the
                  General   Partner   of  the   Partnership,   to   develop   an
                  approximately  88,000 square foot  commercial  business center
                  (includes  10,000  square feet of  mezzanine  space)  known as
                  University  Business  Center  Phase II,  located  in  Orlando,
                  Florida. The Partnership contributed land valued at $1,460,000
                  and  NTS-Properties  Plus  Ltd.  contributed  development  and
                  carrying costs of approximately $8,000,000. In connection with
                  the  construction  of University  Business Center Phase I, the
                  Partnership  incurred the cost of  developing  certain  common
                  areas which are used by both University  Business Center Phase
                  I and  Phase  II.  In  1989,  NTS-Properties  Plus  Ltd.  paid
                  approximately $747,000 to the Partnership for Phase II's share
                  of the  common  area  costs.  The net  income  or net  loss is
                  allocated  each  calendar  quarter  based  on  the  respective
                  partnership's contribution.

                  On  January  23,  1995,  the  partners  of the NTS  University
                  Boulevard Joint Venture contributed University Business Center
                  Phase II to the newly  formed L/U II Joint  Venture.  Refer to
                  Note 5D for a further discussion of the new joint venture.

         D)       Lakeshore/University II Joint Venture
                  -------------------------------------
                  On  January  23,   1995,   a  joint   venture   known  as  the
                  Lakeshore/University  II Joint Venture (L/U II Joint  Venture)
                  was  formed  among  the  Partnership  and  NTS-Properties  IV,
                  NTS-Properties  Plus  Ltd.  and  NTS/Fort  Lauderdale,   Ltd.,
                  affiliates  of the  General  Partner of the  Partnership,  for
                  purposes of owning Lakeshore  Business Center Phases I and II,
                  University  Business  Center Phase II (sold October 1998 - see
                  Note  11)  and  certain  undeveloped  tracts  adjacent  to the
                  Lakeshore  Business  Center   development.   The  table  below
                  identifies  which  properties  were  contributed to the L/U II
                  Joint  Venture and the  respective  owners of such  properties
                  prior to the formation of the joint venture.

                                       12


<PAGE>



5.       Investment in Joint Ventures - Continued
         ----------------------------------------

         D)       Lakeshore/University II Joint Venture - Continued
                  -------------------------------------------------

                  Property (Net Asset Contributed)     Contributing Owner
                  -------------------------------     ------------------
                  Lakeshore Business Center           NTS-Properties IV and
                  Phase I ($6,249,667)                NTS-Properties V

                  Lakeshore Business Center           NTS-Properties Plus Ltd.
                  Phase II (-$1,023,535)

                  Undeveloped land adjacent to the    NTS - Properties Plus Ltd.
                  Lakeshore Business Center
                  Development (3.8 acres)(-$670,709)

                  Undeveloped land adjacent to the    NTS/Fort Lauderdale, Ltd.
                  Lakeshore Business Center
                  Development (2.4 acres)($27,104)

                  University Business Center          NTS-Properties V and
                  Phase II ($953,236)(Note 11)        NTS-Properties Plus Ltd.

                  Each of the  properties  were  contributed to the L/U II Joint
                  Venture subject to existing indebtedness, except for Lakeshore
                  Business  Center  Phase I which was  contributed  to the joint
                  venture  free and clear of any  mortgage  liens,  and all such
                  indebtedness   was  assumed  by  the  L/U  II  Joint  Venture.
                  Mortgages were recorded on University Business Center Phase II
                  in the amount of $3,000,000,  in favor of the banks which held
                  the  indebtedness  on  University  Business  Center  Phase II,
                  Lakeshore  Business Center Phase II and the undeveloped tracts
                  prior to the  formation of the joint  venture and on Lakeshore
                  Business Center Phase I in the amount of $5,500,000 subsequent
                  to the formation of the L/U II Joint  Venture.  In addition to
                  the above,  NTS/Properties IV contributed  $750,000 to the L/U
                  II Joint Venture. The Partnership's ownership share was 79% at
                  December  31,  1999.  The  Partnership's  share  of the  joint
                  ventures revenues was $2,122,444 (1999), $3,521,941 (1998) and
                  ($2,539,973)  (1997).  The  Partnership's  share of the  joint
                  ventures expenses was $2,157,058 (1999), $3,219,909 (1998) and
                  $3,066,313 (1997).

                  On July 1, 1999,  NTS-Properties  V contributed  $1,737,000 to
                  the L/U II Joint  Venture.  The  other  partners  in the Joint
                  Venture  did not  make  capital  contributions  at that  time.
                  Accordingly,  the ownership  percentages of the other partners
                  in the  Joint  Venture  decreased.  Effective  July  1,  1999,
                  NTS-Properties  V's  percentage  of  ownership  in  the  Joint
                  Venture increased from 69% to 79%.

6.       Land, Buildings and Amenities
         -----------------------------

         The  following  schedule  provides  an  analysis  of the  Partnership's
         investment in property held for lease as of December 31:

                                           1999                  1998
                                           ----                  ----

Land and improvements                   $8,721,304           $8,994,279
Buildings, improvements
 and amenities                          23,406,278           21,215,905
                                       -----------          -----------

                                        32,127,582           30,210,184

Less accumulated depreciation           15,119,100           13,408,327
                                       -----------          -----------

                                       $17,008,482          $16,801,857
                                       ===========          ===========




                                       13


<PAGE>



7.       Asset Held for Development
         --------------------------

         As of December 31, 1999,  the L/U II Joint  Venture  intends to use the
         3.8  acres  of the  land  it  owns  at the  Lakeshore  Business  Center
         Development to construct  Lakeshore Business Center Phase III. See Note
         12 for  discussion  of a contract  for the  construction  of  Lakeshore
         Business Center Phase III signed December 6, 1999.

8.       Mortgages Payable
         -----------------

         Mortgages payable as of December 31 consist of the following:

                                               1999                    1998
                                               ----                    ----
Mortgage payable with an insurance
company bearing interest at
fixed rate of 8.125%,
due August 1, 2008,

secured by land and building                  $3,883,797           $3,642,952
Mortgage payable with an insurance
company bearing interest at a fixed
rate of 8.125%, due August 1, 2008
secured by land and building                   3,609,836            3,385,979

Mortgage payable with an insurance
company bearing interest at a fixed
rate of 7.2%, due January 5, 2013,
secured by land, buildings and
amenities                                      2,649,944            2,768,077

Mortgage payable with an insurance
company bearing interest at a fixed
rate of 7.2%, due January 5, 2013,
secured by land, buildings and
amenities                                      1,582,663            1,653,217
                                            ------------          -----------
                                             $11,726,240          $11,450,225
                                            ============          ===========


       For the Years Ended December 31,                        Amount
       --------------------------------                        ------

                    2000                                   $    823,462
                    2001                                        890,911
                    2002                                        963,900
                    2003                                      1,042,884
                    2004                                      1,128,358
                    Thereafter                                6,876,725
                                                              ---------

                                                            $11,726,240

         Based on the borrowing rates currently available to the Partnership for
         mortgages with similar terms and average maturities,  the fair value of
         long-term debt is approximately $11,400,000.

9.       Rental Income Under Operating Leases
         ------------------------------------

         The  following  is a  schedule  of  minimum  future  rental  income  on
         noncancellable operating leases as of December 31, 1999:


         For the Years Ended December 31,                        Amount
         --------------------------------                        ------

                      2000                                   $  1,715,418
                      2001                                      1,247,913
                      2002                                        790,675
                      2003                                        428,288
                      2004                                        266,709
                      Thereafter                                   34,467
                                                                ---------

                                                              $ 4,483,470

                                       14


<PAGE>



10.      Related Party Transactions
         --------------------------

         Pursuant to an agreement with the Partnership, property management fees
         of $221,467  (1999),  $332,161  (1998) and $352,933 (1997) were paid to
         NTS Development  Company, an affiliate of the General Partner.  The fee
         is equal to 5% of gross revenues from residential  properties and 6% of
         gross  revenues  from  commercial  properties.   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  $39,684 and $29,004 as a
         repair and maintenance fee during the years ended December 31, 1999 and
         1998,  respectively,  and has  capitalized  this  cost as part of land,
         building and amenities.

         As  permitted by an  agreement,  the  Partnership  was also charged the
         following  amounts  from NTS  Development  Company  for the years ended
         December 31, 1999,  1998 and 1997.  These charges  included items which
         have been expensed as operating  expenses - affiliated or  professional
         and  administrative  expenses -  affiliated  and items  which have been
         capitalized as other assets or as land, building and amenities.

                            1999              1998               1997
                            ----              ----               ----
Leasing                   $261,757          $254,266          $216,100
Administrative             266,390           184,283           279,933
Property manager           226,104           324,439           353,002
Other                        7,211            22,230             5,752
                          --------          --------          --------

                          $761,462          $785,218          $854,787
                          ========          ========          ========

11.      Sale of Assets
         --------------

         On October 6, 1998  pursuant  to a contract  executed on  September  8,
         1998,  the   Lakeshore/University  II  Joint  Venture  ("L/U  II  Joint
         Venture") and NTS Properties V sold University Business Center Phases I
         and  II  office  buildings  to  Silver  City  Properties,   Ltd.  ("the
         Purchaser") for an aggregate purchase price of $17,950,000  ($8,975,000
         for Phase I and $8,975,000 for Phase II).  University  Business  Center
         Phase II was owned by the L/U II Joint Venture of which the Partnership
         owned a 69%  interest as of the date of sale.  Portions of the proceeds
         from  this  sale  were  immediately  used to pay the  remainder  of the
         outstanding  debt  (including  interest and  prepayment  penalties)  of
         approximately  $10,672,643  ($4,739,261  for Phase I and $5,933,382 for
         Phase II) on these  properties.  During  October 1998, a portion of the
         proceeds  was  also  used  to  pay  the  outstanding  debt  balance  of
         $1,447,195 on Commonwealth  Business Center Phase II.  NTS-Properties V
         reflected a gain of approximately  $5,000,000 associated with this sale
         in the fourth quarter of 1998.  NTS-Properties  V used a portion of the
         remaining  proceeds  after pay down of  mortgages  to make a $37.50 per
         unit  distribution  totaling  $1,252,275  paid to the limited  partners
         during the first quarter of 1999.

         On  September  17,  1999,  NTS-Properties  V  closed  on  the  sale  of
         University  Phase III vacant land to Silver City  Properties Ltd. for a
         purchase  price of  $801,000.  In March 1999,  NTS-Properties  V sold a
         portion of the  University  Phase III land to Orange County Florida for
         $216,648  for  which  Silver  City   Properties,   Ltd.   received  net
         condemnation  proceeds of $145,824.  The Partnership reflects a loss of
         approximately $23,000 associated with this sale in the third quarter of
         1999.

         On July 23, 1999,  the L/U II Joint  Venture  closed on the sale of 2.4
         acres of land  adjacent to the  Lakeshore  Business  Center for a sales
         price of $528,405.  The  Partnership  reflects a gain of  approximately
         $75,000 associated with this sale in the third quarter of 1999.

                                       15


<PAGE>



12.      Commitments and Contingencies
         -----------------------------

         Pursuant   to  a   contract   signed   on   December   6,   1999,   the
         Lakeshore/University  II Joint has a commitment to construct a building
         to be known as Lakeshore  Business Center Phase III on the 3.8 acres of
         land  it  owns  at  the  Lakeshore  Business  Center  Development.  The
         construction costs are currently estimated to be $4,000,000 and will be
         funded by a $1,737,000  capital  contribution from the Partnership made
         in July  1999 and  approximately  $2,680,000  debt  financing  obtained
         subsequent to December 31, 1999. NTS-Properties Plus and NTS-Properties
         IV,   which  prior  to  July  1,  1999  had  a  12%  and  18%  interest
         respectively,  in the L/U II Joint  Venture  were not in a position  to
         contribute   additional   capital  required  for  the  construction  of
         Lakeshore  Business  Center Phase III. NTS- Properties  Plus,  together
         with  NTS-Properties  IV agreed that NTS-  Properties  V would make the
         capital  contribution  to the L/U II Joint  Venture with the  knowledge
         that their Joint Venture  interest would,  as a result,  decrease to 8%
         and  12%  respectively.  See  Item 8 Note  14 for  information  of debt
         financing  obtained for the  construction of Lakeshore  Business Center
         Phase III subsequent to December 31, 1999.

13.      Segment Reporting
         -----------------

         The Partnership's reportable operating segments include Residential and
         Commercial real estate operations. The Residential operations represent
         the  Partnership's  ownership  and  operating  results  relative  to an
         apartment  complex  known as The  Willows  of  Plainview  Phase II. The
         Commercial   operations  represent  the  Partnership's   ownership  and
         operating results relative to suburban commercial office space known as
         Commonwealth  Business  Center Phase II and Lakeshore  Business  Center
         Phases I and II. In addition,  the table below  includes the properties
         known as  University  Business  Center  Phases I and II up until  their
         disposition   in  October  1998  (see  Note  11  for  details  of  this
         transaction).

         The financial  information of the operating  segments has been prepared
         using a management  approach,  which is  consistent  with the basis and
         manner in which the  Partnership  management  internally  disaggregates
         financial  information for the purposes of assisting in making internal
         operating  decisions.  The Partnership  evaluates  performance based on
         stand-alone operating segment net income.

<TABLE>
                                                              1999

                                        Residential            Commercial                TOTAL
                                        -----------            ----------                -----
<S>                                       <C>                   <C>                  <C>
Rental income                             $1,209,798            $2,574,148           $3,783,946
Other income                                   1,736                 7,278                9,014
                                        ------------          ------------           ----------
Total net revenues                        $1,211,534            $2,581,426           $3,792,960
                                        ============          ============           ==========
Operating expenses                          $417,294              $994,996           $1,412,290
Write-off of unamortized land
 improvements and amenities                   30,383                   530               30,913
Interest expense                             312,631                    --              312,631
Management fees                               64,756               156,711              221,467
Real estate taxes                             59,221               297,248              356,469
Professional and administrative              135,450                    --              135,450
Depreciation expense                         192,436               578,272              770,708
                                        ------------          ------------           ----------
Net income (loss)                              $(637)             $553,669             $553,032
                                        ============          ============           ==========
Net income (loss)
Land, buildings and amenities,
 net                                      $3,654,867           $13,094,688          $16,749,555
                                        ============          ============           ==========
Expenditures for land,
 buildings and amenities                     $70,835              $679,602             $750,437
                                        ============          ============           ==========
Segment liabilities                       $4,429,124              $405,911           $4,835,035
                                        ============          ============           ==========

</TABLE>


                                       16


<PAGE>


13.      Segment Reporting - Continued
         -----------------------------
<TABLE>

                                                                 1998

                                        Residential            Commercial                TOTAL
                                        -----------            ----------                -----
<S>                                      <C>                   <C>                    <C>
Rental income                            $1,204,762            $4,460,608             $5,665,370
Other income                                  6,622                20,733                 27,355
Gain on sale of assets                            -            (3,099,716)            (3,099,716)
                                        -----------          ------------            -----------
Total net revenues                       $1,211,384            $1,381,625             $2,593,009
                                       ============          ============             ==========
Operating expenses                         $481,674            $1,184,574             $1,666,248
Write Off of unamortized land
 improvements and amenities                  14,109                   281                 14,390
Interest expense                            330,418               813,525              1,143,943
Management fees                              60,350               271,811                332,161
Real estate taxes                            52,701               420,086                472,787
Professional and administrative              81,270                    --                 81,270
Depreciation expense                        186,857             1,026,857              1,213,714
                                       ------------          ------------             ----------
Net income (loss) before
 extraordinary item                          $4,005           $(2,335,509)           $(2,331,504)
Extraordinary item - early
 extinguishment of debt                          --              (597,188)              (597,188)
                                       ------------          ------------            -----------
Net income (loss)                            $4,005           $(2,932,697)           $(2,928,692)
                                       ============          ============            ===========
Land, buildings and amenities,
 net                                     $3,866,398           $12,919,052            $16,785,450
                                       ============          ============             ==========
Expenditures for land,
 buildings and amenities                   $138,231              $328,304               $466,535
                                       ============          ============             ==========
Segment liabilities                      $4,568,302            $7,355,004            $11,923,306
                                       ============          ============             ==========
</TABLE>

<TABLE>

                                                               1997

                                         Residential            Commercial                TOTAL
                                         -----------            ----------                -----
<S>                                       <C>                   <C>                   <C>
Rental income                             $1,228,350            $4,603,194            $5,831,544
Other income                                  55,226                 8,968                64,194
                                        ------------          ------------            ----------
Total net revenues                        $1,283,576            $4,612,162            $5,895,738
                                        ============          ============            ==========
Operating expenses                          $450,118            $1,305,537            $1,755,655
Interest expense                             341,390               934,842             1,276,232
Management fees                               61,217               291,716               352,933
Real estate taxes                             52,436               497,924               550,360
Professional and administrative              117,390                    --               117,390
Depreciation expense                         188,962             1,287,372             1,476,334
                                        ------------          ------------            ----------
Net income (loss) before
 extraordinary item                          $72,063              $294,771              $366,834
Extraordinary item - early
 extinguishment of debt                      (49,346)                   --               (49,346)
                                        ------------          ------------           -----------
Net income (loss)                            $22,717              $294,771              $317,488
                                        ============          ============            ==========
Land, buildings and amenities,
 net                                      $3,920,638           $23,108,249           $27,028,887
                                        ============          ============            ==========
Expenditures for land,
 buildings and amenities                     $28,892              $403,100              $431,992
                                        ============          ============            ==========
Segment liabilities                       $4,758,365           $11,773,240           $16,531,605
                                        ============          ============            ==========

</TABLE>




                                       17


<PAGE>



13.     Segment Reporting- Continued
        ----------------------------

        A  reconciliation  of the totals reported for the operating  segments to
        the applicable line items in the  consolidated  financial  statements is
        necessary  given  amounts  recorded  at the  Partnership  level  and not
        allocated to the operating properties for internal reporting purposes:

<TABLE>


                                                  1999                   1998                    1997
                                                  ----                   ----                    ----
NET REVENUES
------------
<S>                                             <C>                    <C>                   <C>
Total revenues for reportable
 segments                                       $3,792,960             $2,593,009            $5,895,738
Other income for partnership                       239,013                 60,252                10,548
Gain (loss) on sale of assets                       52,051              8,104,344                    --
                                               -----------            -----------               -------
Total consolidated net revenues                 $4,084,024            $10,757,605            $5,906,286
                                               ===========            ===========            ==========

INTEREST EXPENSE
----------------
Interest expense for reportable
 segments                                         $312,631             $1,143,943            $1,276,232
Interest expense for partnership
 level                                             588,960                353,228               477,609
                                               -----------            -----------            ----------
Total interest expense                            $901,591             $1,497,171            $1,753,841
                                               ===========            ===========            ==========

REAL ESTATE AND INCOME TAXES
----------------------------
Total real estate taxes for
 reportable segments                              $356,469               $472,787              $550,360
Real estate and income taxes for
 partnership                                        22,159                 25,531                26,637
                                               -----------            -----------            ----------
Total real estate taxes                           $378,628               $498,318              $576,997
                                               ===========            ===========            ==========

PROFESSIONAL AND ADMINISTRATIVE
-------------------------------
Total professional and admin for
 reportable segments                              $135,450                $81,270              $117,390
Professional and admin for
 partnership level                                 247,937                250,953               220,660
                                               -----------            -----------            ----------
Total professional and administrative             $383,387               $332,223              $338,050
                                               ===========            ===========            ==========

DEPRECIATION AND AMORTIZATION
-----------------------------
Total depreciation and amortization
 for reportable segments                          $770,708             $1,213,714            $1,476,334
Depreciation and amortization for
 partnership level                                  33,329                152,608               198,863
Eliminations                                        30,981                 12,291                12,291
                                               -----------            -----------            ----------
Total depreciation and amortization               $835,018             $1,378,613            $1,687,488
                                               ===========            ===========            ==========

NET INCOME (LOSS) BEFORE
------------------------
 EXTRAORDINARY ITEM
 ------------------
Net income (loss) before
 extraordinary item for reportable
  segments                                        $553,032            $(2,331,504)             $366,834
Net income (loss) before
 extraordinary item for partnership               (636,575)             6,822,212            (1,416,751)
Eliminations                                         4,273                547,773               491,239
                                               -----------            -----------            ----------
Total net income (loss) before
 extraordinary item                               $(79,270)            $5,038,481             $(558,678)
                                               ===========            ===========           ===========

EXTRAORDINARY ITEM-EARLY
------------------------
 EXTINGUISHMENT OF DEBT
 ----------------------
Total extraordinary item for
 reportable segments                              $     --              $(597,188)             $(49,346)
Extraordinary item for partnership                      --               (445,250)                   --
                                               -----------            -----------               -------
Total extraordinary item-early
 extinguishment of debt                           $     --            $(1,042,438)             $(49,346)
                                               ===========            ===========           ===========

TOTAL NET INCOME (LOSS)                           $(79,270)            $3,996,043             $(608,024)
                                               ===========            ===========           ===========

                            (Continued on next page)

                                       18


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13. Segment Reporting - Continued
    -----------------------------

                                                1999                  1998                    1997
                                                ----                  ----                    ----
LAND, BUILDINGS AND AMENITIES
-----------------------------
Total land, buildings and amenities
 for reportable segments                      $16,749,555           $16,785,450           $27,028,887
Partnership level                                 258,927                16,407                    --
                                              -----------           -----------                ------
Total land, buildings and amenities,
 net                                          $17,008,482           $16,801,857           $27,028,887
                                               ==========           ===========            ==========

TOTAL EXPENDITURES
------------------
Total expenditures for land,
 buildings and amenities for
 reportable segments                             $750,437              $466,535              $431,992
Expenditures for land, buildings and
 amenities for partnership level                   12,192                16,407                    --
                                              -----------           -----------                ------
Total expenditures for land,
 buildings and amenities                         $762,629              $482,942              $431,992
                                              ===========           ===========            ==========

LIABILITIES
-----------
Total liabilities for reportable
 segments                                      $4,835,035           $11,923,306           $16,531,605
Liabilities for partnership                     7,490,975               (73,669)            5,807,698
                                              -----------           -----------            ----------
Total liabilities                             $12,326,010           $11,849,637           $22,339,303
                                              ===========           ===========            ==========
</TABLE>


14.     Subsequent Events
        -----------------

        Subsequent  to December  31,  1999,  ORIG,  LLC.,  an  affiliate  of the
        partnership  purchased  Interests  in  the  Partnership  pursuant  to an
        Agreement,  Bill of Sale and  Assignment  dated February 7, 2000, by and
        among the Affiliate and four investors in the Partnership (the "Purchase
        Agreement").  The Affiliate purchased 1,604 Interests in the Partnership
        from one of the  investors  for total  consideration  of  $425,949 or an
        average  price  of  $265.55  per  Interest.  The  Affiliate  paid  these
        investors a premium  above the  purchase  price  previously  offered for
        Interests  pursuant to prior tender offer because this purchase  allowed
        the  Affiliate  to purchase  substantial  numbers of  Interests  without
        incurring  the  significant  expenses  involved  with a tender offer and
        multiple transfers.

        Subsequent  to  December  31,  1999,   NTS-Properties   Plus,  with  the
        Lakeshore/University II Joint Venture, serving as guarantor has obtained
        a commitment from a bank for an amount not exceeding  $2,680,000 to fund
        the construction of Lakeshore  Business Center Phase III. The funds will
        be  used by the  Lakeshore/University  II  Joint  Venture  to  construct
        Lakeshore  Business Center Phase III. The loan bears a variable interest
        rate  equal  to a  daily  floating  LIBOR  rate  as  quoted  for  30-day
        investments,  plus 230 basis  points and is secured by 3.8 acres of land
        located  at  the  Lakeshore   Business   Center   Development   and  the
        improvements now and hereafter located on the land.

                                       19


<PAGE>



                                   SIGNATURES

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

                                           NTS-PROPERTIES V, a Maryland Limited
                                           -------------------------------------
                                           Partnership
                                           -----------
                                                        (Registrant)

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

                                            /s/ Gregory A. Wells
                                            ------------------------------------
                                            Senior Vice President and
                                            Chief Financial Officer of
                                            NTS Capital Corporation

Date: July 14, 2000



Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
Form  10-K has been  signed  below by the  following  persons  on  behalf of the
registrant in their capacities and on the date indicated above.

         Signature                                      Title
         ---------                                      -----

/s/ J.D. Nichols
-----------------------------------        General Partner of NTS-Properties
J. D. Nichols                              Associates V and Chairman of the
                                           Board and Sole Director of
                                           NTS Capital Corporation

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



/s/ Gregory A. Wells
-----------------------------------        Senior Vice President and
Gregory A. Wells                           Chief Financial Officer of
                                           NTS Capital Corporation

The Partnership is a limited  partnership and no proxy material has been sent to
the limited partners.

                                       20


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