**EXHIBIT 31.2**

**CERTIFICATION**

I, Gregory A.Wells, certify that:

1.                  Ihave reviewed this quarterly report on Form 10-Q of NTS Realty Holdings LimitedPartnership;

2.                  Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.                  Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

4.                  Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)                designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

b)               evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

c)                disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter that has materiallyaffected or is reasonably likely to materially affect the registrant’s internalcontrol over financial reporting; and

5.                  Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the board of directors of the registrant:

a)                all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

b)               any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal controls over financialreporting.

Date:       August7, 2006
| /s/   Gregory  A. Wells                                                                                               |   |
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| Chief Financial  Officer of  NTS Realty Capital, Inc., the Managing General Partner of  NTS Realty Holdings Limited Partnership |   |
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