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


                                   SCHEDULE TO
            Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                                (Amendment No. 3)

                                NTS-Properties V
                       (Name of Subject Company (issuer))

                      NTS-Properties V (Offeror and Issuer)
                   ORIG, LLC (Offeror and Affiliate of Issuer)
                  J.D. Nichols (Bidder and Affiliate of Issuer)
                 Brian F. Lavin (Bidder and Affiliate of Issuer)
(Names of Filing Persons (identifying status as offeror,issuer or other person))

                          LIMITED PARTNERSHIP INTERESTS
                         (Title of Class of Securities)

                                    62942E308
                      (CUSIP Number of Class of Securities)

                    J.D. Nichols, Managing General Partner of
                 NTS-Properties Associates V and Managing Member
                                  of ORIG, LLC
                             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
                                 filing persons)

                                    Copy to:

                                Mark R. Borrelli
                             Shefsky & Froelich Ltd.
                      444 North Michigan Avenue, Suite 2500
                             Chicago, Illinois 60611
                                 (312) 836-4014

Calculation of Filing Fee:

--------------------------------------------------------------------------------
|Previously Paid                                                               |
--------------------------------------------------------------------------------
[ ]      Check  box if any  part  of the  fee is  offset  as  provided  by  Rule
         0-11(a)(2)  and identify the filing with which the  offsetting  fee was
         previously paid. Identify the previous filing by registration statement
         number, or the form or Schedule and the date of its filing.
         Amount Previously Paid:  ______________________________  Not Applicable
         Form or Registration No.: _____________________________  Not Applicable
         Filing Party:     _____________________________________  Not Applicable
         Date Filed:       _____________________________________  Not Applicable
[ ]      Check box if the filing relates  solely to  preliminary  communications
         made before the  commencement of a tender offer.  Check the appropriate
         boxes  below to  designate  any  transactions  to which  the  statement
         relates:
         |X| third-party tender offer subject to rule 14d-1.
         |X|      issuer tender offer subject to rule 13e-4.
         | |      going private transaction subject to Rule 13e-3.
         | |      amendment to Schedule 13D under rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: | |



<PAGE>



         This Amendment No. 3 dated December 6, 2000  supplements and amends the
Tender Offer Statement on Schedule TO (the "Original  Statement") filed with the
Securities and Exchange  Commission on September 22, 2000 by NTS-Properties V, a
Maryland  limited  partnership  (the  "Partnership")  and ORIG,  LLC, a Kentucky
limited  liability  company and affiliate of the Partnership  (each an "Offeror"
and  collectively,  the "Offerors"),  to purchase up to 200 limited  partnership
interests in the Partnership. The Original Statement was subsequently amended by
filing  Amendment  No. 1 on November 7, 2000 and Amendment No. 2 on November 15,
2000.  Hereafter,  all references to the Original  Statement  shall refer to the
Original Statement, as amended.  Capitalized terms not defined herein shall have
the same meaning as in the Original Statement.

         This  Amendment   constitutes  the  third  amendment  to  the  Original
Statement  by  including  a copy of the Notice  sent to Limited  Partners  dated
December 6, 2000 notifying them that the Offer will expire on December 22, 2000.
The Notice is attached hereto as Exhibit (a)(7).

Item 12.  Material to be filed as Exhibits.

Item 12 of the  Schedule  TO is hereby  amended and  supplemented  by adding the
following:

         (a)(7)  Notice  sent  by the  Partnership  to  Limited  Partners  dated
                 December 6, 2000.


                                        2

<PAGE>




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:    December 6, 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

                                         ORIG, LLC, a Kentucky limited liability
                                         company.

                                      By: /s/ J. D. Nichols
                                         ---------------------------------------
                                         J.D. Nichols, Managing Member


                                         /s/ J. D. Nichols
                                         ---------------------------------------
                                         J. D. Nichols, individually



                                         /s/ Brian F. Lavin
                                         ---------------------------------------
                                         Brian F. Lavin, individually




                                       3



<PAGE>


                                    EXHIBITS


Exhibit
Number        Description
------        -----------
(a)(7)        Notice sent by the Partnership to Limited Partners dated December
              6, 2000.








                                        4

<PAGE>



                                                                  EXHIBIT (a)(7)


   Notice Sent by the Partnership to Limited Partners dated December 6, 2000.









<PAGE>


December 6, 2000


Dear NTS-Properties V Investor:

                                  FINAL NOTICE

                       The Offer to Purchase Interests of

                    NTS-Properties V dated September 22, 2000

                        will expire on December 22, 2000


If all conditions of the tender offer are satisfied,  payment for Interests will
be mailed on or about December 29, 2000.

If you have already submitted paperwork to tender your Interests,  no additional
paperwork is required.  You will automatically  receive payment. If you have not
submitted  your  paperwork and wish to do so, you have until 11:59 p.m.  Eastern
Standard  Time on Friday,  December 22, 2000,  to receive the purchase  price of
$230.00 per Interest.

Please note that the terms and conditions set forth in the Offer to Purchase and
the related Letter of  Transmittal  are applicable in all respects to the tender
offer.  This notice should be read in conjunction with the Offer to Purchase and
the Letter of Transmittal dated September 22, 2000.

If you have any questions  regarding  this Offer,  please call (800) 387-7454 or
(800) 928-1492, extension 544.





<PAGE>