<PAGE>



                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark one)

[x]      QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended            June 30, 1997
                              
                                       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 Identification No.)
incorporation or organization)

    10172 Linn Station Road
    Louisville, Kentucky                             40223
(Address of principal executive                    (Zip Code)
offices)

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

                               Not Applicable
              Former name, former address and former fiscal year,
                         if changed since last report

Indicate by check mark whether the registrant (l) 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,  and (2) has been subject to such filing  requirements
for the past 90 days.

                                                 YES  X         NO

Exhibit Index: See page 19
Total Pages: 20




<PAGE>



                                TABLE OF CONTENTS


                                                                Pages
                                                                
                                     PART I

Item 1.     Financial Statements

            Balance Sheets and Statement of Partners' Equity
              As of June 30, 1997 and December 31, 1996             3

            Statements of Operations
              For the three months and six months ended
           June 30, 1997 and 1996                                   4

            Statements of Cash Flows
              For the three months and six months ended
               June 30, 1997 and 1996                               5

            Notes To Financial Statements                         6-9

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations               10-18


                                     PART II

1.     Legal Proceedings                                           19
2.     Changes in Securities                                       19
3.     Defaults upon Senior Securities                             19
4.     Submission of Matters to a Vote of Security Holders         19
5.     Other Information                                           19
6.     Exhibits and Reports on Form 8-K                            19

Signatures                                                         20


                                      - 2 -

<PAGE>

<TABLE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                                NTS-PROPERTIES V,
                         A Maryland Limited Partnership
                       
                BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY
              
<CAPTION>


                                              As of             As of
                                          June 30, 1997    December 31, 1996*
                                          --------------   -----------------
<S>                                       <C>                <C>
ASSETS
Cash and equivalents                      $   225,197        $   315,816
Cash and equivalents - restricted             326,857             84,992
Accounts receivable, net of allowance
 for doubtful accounts of $15,207 (1997)
 and $15,899 (1996)                           432,092            517,267
Land, buildings and amenities, net         24,371,912         24,972,650
Asset held for development, net             2,202,172          2,279,098
Asset held for sale                         1,152,868          1,152,868
Other assets                                  969,562          1,011,565
                                          -----------        -----------

                                          $29,680,660        $30,334,256
                                          ===========        ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages and note payable                $22,166,175        $22,688,331
Accounts payable - operations                 279,731            256,451
Accounts payable - construction               170,371            215,059
Security deposits                             174,542            152,931
Other liabilities                             332,199             39,865
                                          -----------        -----------

                                           23,123,018         23,352,637

Commitments and Contingencies

Partners' equity                            6,557,642          6,981,619
                                          -----------        -----------

                                          $29,680,660        $30,334,256
                                          ===========        ===========
</TABLE>

<TABLE>
<CAPTION>
                                      Limited        General
                                     Partners        Partner          Total
                                   ------------    -----------    --------------
<S>                                <C>             <C>             <C>
PARTNERS' EQUITY
Capital contributions, net of
 offering costs                    $ 30,582,037    $        100    $ 30,582,137
Net income (loss) - prior years      (7,952,573)         33,468      (7,919,105)
Net loss - current year                (419,738)         (4,240)       (423,978)
Cash distributions declared to
 date                               (15,389,204)       (155,528)    (15,544,732)
Repurchase of limited
 partnership Units                     (136,680)           --          (136,680)
                                   ------------    ------------    ------------

Balances at June 30, 1997          $  6,683,842    $   (126,200)   $  6,557,642
                                   ============    ============    ============
</TABLE>
*Reference is made to the audited financial statements in the Form 10-K as filed
with the Commission on March 31, 1997.

                                      - 3 -

<PAGE>


<TABLE>

                                NTS-PROPERTIES V,
                         A Maryland Limited Partnership

                            STATEMENTS OF OPERATIONS

<CAPTION>


                                         Three Months Ended            Six Months Ended
                                              June 30,                      June 30,
                                    --------------------------    --------------------------
                                        1997          1996           1997            1996
                                    ------------   -----------    -----------    -----------
<S>                                 <C>            <C>            <C>            <C>    
REVENUES:
 Rental income                      $ 1,408,207    $ 1,395,285    $ 2,763,953    $ 2,786,598
 Interest and other income                4,878          8,376         11,456         12,537
                                    -----------    -----------    -----------    -----------

                                      1,413,085      1,403,661      2,775,409      2,799,135

EXPENSES:
  Operating expenses                    289,360        246,924        567,355        498,087
  Operating expenses - affiliated       128,319        125,532        289,149        261,498
  Amortization of capitalized
     leasing costs                        5,203          7,331         10,404          8,307
  Interest expense                      447,789        526,405        890,395      1,066,929
  Management fees                        83,238         83,395        166,095        169,094
  Real estate taxes                     133,564        134,494        273,562        268,941
  Professional and administrative
     expenses                            30,398         28,491         58,164         54,578
  Professional and administrative
     expenses - affiliated               58,022         36,293        114,372         78,799
  Depreciation and amortization         411,574        422,609        829,891        850,626
                                     -----------    -----------    -----------    -----------

                                      1,587,467      1,611,474      3,199,387      3,256,859
                                     -----------    -----------    -----------    -----------

Net loss                            $  (174,382)   $  (207,813)   $  (423,978)   $  (457,724)
                                     ===========    ===========    ===========    ===========

Net loss allocated to the
  limited partners                  $  (172,638)   $  (205,735)   $  (419,738)   $  (453,147)
                                     ===========    ===========    ===========    ===========
Net loss per limited partnership
   unit                             $     (4.91)   $     (5.74)   $    (11.95)   $    (12.63)
                                     ===========    ===========    ===========    ===========
Weighted average number of
  limited partnership units              35,136         35,869         35,136         35,873
                                     ===========    ===========    ===========    ===========


</TABLE>


                                      - 4 -

<PAGE>

<TABLE>


                                NTS-PROPERTIES V,
                         A Maryland Limited Partnership

                            STATEMENTS OF CASH FLOWS
                            

<CAPTION>

                                                 Three Months Ended             Six Months Ended
                                                      June 30,                      June 30,
                                             --------------------------    -------------------------

                                               1997            1996           1997           1996
                                            -----------    -----------    -----------    -----------
<S>                                         <C>            <C>            <C>            <C>         
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                    $  (174,382)   $  (207,813)   $  (423,978)   $  (457,724)
Adjustments to reconcile net loss to net
  cash provided by operating activities:
   Amortization of capitalized leasing
     costs                                        5,203          7,331         10,404          8,307
      Depreciation and amortization             411,574        422,609        829,891        850,626
      Changes in assets and liabilities:
        Cash and equivalents - restricted      (121,377)      (127,947)      (241,865)      (270,299)
        Accounts receivable                      52,579         53,189         85,175        114,510
        Other assets                             41,795          6,303         11,855       (118,188)
        Accounts payable - operations           (39,345)       (11,786)        23,280         30,746
        Security deposits                        10,742         (3,857)        21,611           (947)
        Other liabilities                       147,251        130,729        292,332        262,593
                                             -----------    -----------    -----------    -----------

   Net cash provided by operating
      activities                                334,040        268,758        608,705        419,624
                                             -----------    -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
  amenities                                     (90,181)        (6,724)      (177,168)      (129,851)
Decrease in cash and equivalents -
  restricted                                       --             --             --           13,721
                                             -----------    -----------    -----------    -----------

   Net cash used in investing activities        (90,181)        (6,724)      (177,168)      (116,130)
                                             -----------    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Increases in mortgages payable                     --             --             --        6,500,000
Principal payments on mortgages and notes
  payable                                      (262,345)      (171,861)      (522,156)    (6,689,079)
Additions to loan costs                            --          (20,663)          --          (62,486)
Repurchase of limited partnership Units            --          (49,950)          --          (49,950)
                                             -----------    -----------    -----------    -----------

   Net cash used in financing activities       (262,345)      (242,474)      (522,156)      (301,515)
                                             -----------    -----------    -----------    -----------

   Net increase (decrease) in cash and
      equivalents                               (18,486)        19,560        (90,619)         1,979

CASH AND EQUIVALENTS, beginning of period       243,683        200,750        315,816        218,331
                                             -----------    -----------    -----------    -----------

CASH AND EQUIVALENTS, end of period         $   225,197    $   220,310    $   225,197    $   220,310
                                             ===========    ===========    ===========    ===========

Interest paid on a cash basis               $   447,944    $   527,422    $   897,410    $ 1,080,457
                                             ===========    ===========    ===========    ===========

</TABLE>


                                      - 5 -

<PAGE>



                                NTS-PROPERTIES V,
                         A Maryland Limited Partnership

                          NOTES TO FINANCIAL STATEMENTS


The financial  statements included herein should be read in conjunction with the
Partnership's  1996 Annual Report.  In the opinion of the general  partner,  all
adjustments (only consisting of normal recurring  accruals) necessary for a fair
presentation  have been made to the  accompanying  financial  statements for the
three months and six months ended June 30, 1997 and 1996.

1.  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.

2.  Cash and Equivalents - Restricted
    ----------------------------------
    Cash and equivalents - restricted  represents funds received for residential
    security deposits and funds which have been escrowed with mortgage companies
    for property taxes in accordance with the loan agreements.

3.  Mortgages and Note Payable
    --------------------------
    Mortgages and note payable consist of the following:



                                              June 30,          December 31,
                                                1997               1996
                                            -------------    ----------------
    Mortgage payable with an insurance 
    company,  bearing interest at a fixed 
    rate of 7.65%, due February 1, 2008,
    secured by land and building             $ 4,735,383      $  4,876,477

    Mortgage payable with an insurance
    company, bearing interest at a fixed
    rate of 8.125%, due August 1, 2008,
    secured by land and building               3,993,825         4,101,627

    Mortgage payable with an insurance
    company, bearing interest at a fixed
    rate of 8.125%, due August 1, 2008,
    secured by land and building               3,828,106         3,931,435

    Mortgage payable with an insurance
    company, bearing interest at a fixed
    rate of 8.125%, due August 1, 2008,
    secured by land and building               3,712,103         3,812,300

    Mortgage payable with an insurance
    company, bearing interest at a fixed
    rate of 7.5% due December 5, 2003,
    secured by land, buildings and
    amenities                                  2,870,790         2,893,401

                              (Continued next page)


                                      - 6 -

<PAGE>


3.   Mortgages and Note Payable - Continued
     --------------------------------------
                                                June 30,         December 31,
                                                 1997               1996
                                             -----------        ------------
     Mortgage payable with an insurance 
     company,  bearing interest at a fixed 
     rate of 7.5% due December 5, 2003, 
     secured by land, buildings and
     amenities                              $  1,713,904       $  1,727,404

     Note payable to a bank, bearing
     interest at the Prime Rate, due
     February 1, 2009, secured by land
     and building                              1,312,064          1,345,687
                                             ------------       ------------

                                            $ 22,166,175       $ 22,688,331
                                             ============       ============

     The Prime Rate was 8.5% at June 30, 1997 and was 8.25% at December 31, 1996

     Based on the borrowing  rates  currently  available to the  Partnership for
     mortgages  with  similar  terms,  the  fair  value  of  long-term  debt  is
     approximately $23,600,000.

4.   Related Party Transactions
     --------------------------

     Pursuant to an agreement with the Partnership,  property management fees of
     $166,095  and  $169,094  for the six months  ended June 30,  1997 and 1996,
     respectively,  were paid to NTS  Development  Company,  an affiliate of the
     general  partner  of the  Partnership.  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
     $11,447  and $3,218 as a repair and  maintenance  fee during the six months
     ended June 30, 1997 and 1996,  respectively,  and has capitalized this cost
     as part of land, buildings and amenities.

     As  permitted  by an  agreement,  the  Partnership  also  was  charged  the
     following  amounts  from NTS  Development  Company for the six months ended
     June 30,  1997 and  1996.  These  charges  include  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, buildings and amenities.



                                   1997                   1996
                                ---------              ---------

          Administrative        $ 144,777              $ 107,924
          Leasing                 116,684                113,311
          Property manager        174,326                155,519
          Other                     1,750                 12,173
                                 --------               --------

                                $ 437,537              $ 388,927
                                 ========               ========







                                      - 7 -

<PAGE>



5.  Commitments and Contingencies
    -----------------------------
    Philip Crosby  Associates,  Inc.  ("Crosby")  has leased 100% of University
    Business   Center   Phase  II.  The   business   center  is  owned  by  the
    Lakeshore/University II (L/U II) Joint Venture in which the Partnership has
    a 69% interest. The original lease term was for seven years, and the tenant
    took occupancy in April 1991. During 1994, 1995 and 1996, Crosby sub-leased
    a portion of the business center. Currently, Crosby has sub-leased, through
    the end of their lease term,  approximately  85,000 square feet  (including
    approximately 10,000 square feet of mezzanine space) of University Business
    Center Phase II's approximately 88,000 square feet of net rentable area (or
    96%). Of the total being sub-leased,  approximately  73,000 square feet (or
    86%) is being leased by Full Sail Recorders,  Inc.  ("Full Sail"),  a major
    tenant at University Business Center Phase I. Through December 1996, Crosby
    continued to make rent payments  pursuant to the original lease terms.  The
    Joint Venture received notice that Crosby did not intend to pay full rental
    due under the original  lease  agreement  from and after January 1997.  The
    rental income from this property  accounted  for  approximately  15% of the
    partnership's  total  revenues  during 1996.  The Joint Venture  instituted
    legal action against Crosby to seek resolution of this situation.  See Note
    6 for a further discussion  regarding the current status of this situation.
    Although the Joint Venture does not presently have lease agreements (except
    as noted below) with the sub-lessees noted above,  beginning  February 1997
    rent payments from these  sub-lessees  have been made directly to the Joint
    Venture. The Joint Venture is currently  negotiating directly with the sub-
    lessees to enter into lease agreements for the space presently  sublet.  At
    this  time,  the  future  leasing  and tenant  finish  costs  which will be
    required to release  this space are  unknown  except as noted below for the
    negotiations with Full Sail.

    In December  1995,  Full Sail signed a 33 month lease with the L/U II Joint
    Venture for the  approximately  41,000 square feet it currently  sub-leases
    from Crosby.  In November 1996,  Full Sail signed a lease  amendment  which
    increased the square  footage from 41,000 square feet to 48,000 square feet
    and extended the lease term from 33 months to 76 months.  In November 1996,
    Full Sail also  signed a 52 month  lease  for an  additional  approximately
    21,000 square feet it presently  sub-leases  from Crosby.  Both lease terms
    commence  April  1998  when the  Crosby  lease  ends.  As part of the lease
    negotiations,  Full Sail will receive a total of $450,000 in special tenant
    allowances ($200,000 resulting from the original lease signed December 1995
    and $250,000  resulting from the lease  amendment  signed  November  1996).
    Approximately  $92,000 of the total  allowance is to be  reimbursed by Full
    Sail to the L/U II Joint Venture. The Partnership's  proportionate share of
    the net  commitment  ($450,000 less $92,000) is  approximately  $247,000 or
    69%. The tenant  allowance will be due and payable to Full Sail pursuant to
    the previously  mentioned  lease  agreements,  as appropriate  invoices for
    tenant finish costs incurred by Full Sail are submitted to the L/U II Joint
    Venture.  The source of funds for this  commitment  is  expected to be cash
    flow from operations and/or cash reserves.


6.  Subsequent Events
    -----------------
    Crosby has  abandoned  its business  and sold all or most of its  operating
    assets and has  informed the Joint  Venture  that Crosby may be  insolvent.
    Subsequent  to June 30, 1997,  a  conditional  settlement  was reached at a
    mediation conference with Crosby and its corporate parent, whereby, subject
    to the Joint Venture's  acceptance of the settlement  terms,  the corporate
    parent  has  agreed to pay a portion  of  Crosby's  liability  to the Joint
    Venture in full  satisfaction  of all claims  against Crosby and any of its
    affiliates.  The amount of any settlement will be  substantially  less than
    the  aggregate  liability  of Crosby to the Joint  Venture  resulting  from
    Crosby's default




                                      - 8 -

<PAGE>



6. Subsequent Events - Continued
   ----------------------------- 
   under its lease.  As a result,  the Joint  Venture  may be forced to seek out
   additional sources of capital to fund ongoing operations,  including, without
   limitation,  from loans, the sale of assets, additional capital contributions
   of its partners  and/or the  admission of a new partner or partners,  or from
   other  sources.  There is no present  assurance  that any such needed capital
   will be available.

   Also  subsequent to June 30, 1997, the L/U II Joint Venture made a commitment
   of approximately $100,000 for tenant finish improvements and leasing costs at
   Lakeshore  Business  Center Phase II. The  commitment  is the result of a new
   six-year lease for approximately 4,200 square feet. The tenant is expected to
   take occupancy  near the end of the third quarter of 1997. The  Partnership's
   proportionate share of this commitment is approximately $69,000 or 69%.







                                      - 9 -

<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS
         
Results of Operations
----------------------
The  occupancy  levels  at the  Partnership's  properties  as of June 30 were as
follows:


                                                     1997               1996
                                                     ----               ----
Wholly-owned Properties
-----------------------

Commonwealth Business Center Phase II                 73%                69%

University Business Center Phase I                   100%                95%

Property Owned in Joint Venture
with NTS-Properties IV (Ownership %
at June 30, 1997)
-----------------------------------

The Willows of Plainview Phase II (90%)               94%                94%

Properties Owned Through Lakeshore/
University II Joint Venture (L/U II
Joint Venture) (Ownership % at
June 30, 1997)
------------------------------------

Lakeshore Business Center Phase I (69%)               97%                99%

Lakeshore Business Center Phase II (69%)              94%                80%

University Business Center Phase II (69%)             99%                99%

The rental and other income  generated by the  Partnership's  properties for the
three months and six months ended June 30, 1997 and 1996 was as follows:


                                      Three Months Ended      Six Months Ended
                                           June 30,               June 30,
                                           --------               --------

                                       1997       1996        1997       1996
                                     --------   --------    --------    -------
Wholly-owned Properties
-----------------------

Commonwealth Business Center
  Phase II                          $ 122,750  $ 106,235   $ 263,578  $ 231,969

University Business Center Phase I  $ 379,815  $ 351,367   $ 769,235  $ 714,173

Property Owned in Joint Venture
with NTS-Properties IV (Ownership
% at June 30, 1997)
---------------------------------

The Willows of Plainview
  Phase II (90%)                    $ 308,835  $ 287,906   $ 597,381  $ 569,558

Properties Owned Through
Lakeshore/University II Joint
Venture (L/U II Joint Venture)
(Ownership % at June 30, 1997)
------------------------------

Lakeshore Business Center
  Phase I (69%)                     $ 241,617  $ 245,034   $ 486,526  $ 482,169

Lakeshore Business Center
  Phase II (69%)                    $ 247,402  $ 197,722   $ 477,261  $ 379,413

University Business Center
  Phase II (69%)                    $ 111,303  $ 210,821   $ 176,499  $ 415,874

   Revenues  shown in the  table  above  for  properties  owned  through a joint
   venture  represent  only  the  Partnership's  percentage  interest  in  those
   revenues.

                                     - 10 -

<PAGE>


Results of Operations - Continued
---------------------------------

The 4% increase in occupancy at Commonwealth  Business Center Phase II from June
30,  1996 to June 30,  1997 is a result of three new  leases  for  approximately
27,100  square  feet.   Included  in  this  total  is  a  five-year   lease  for
approximately  14,000 square feet and a one-year lease for approximately  11,000
square  feet.  Partially  offsetting  the new leases are five tenant  move-outs,
totalling 25,200 square feet.  Included in the total move-outs are four tenants,
totalling  23,600 square feet,  which vacated at the end of the lease term.  The
other tenant,  who had occupied 1,600 square feet, vacated the premises prior to
the end of the  lease  term  due to  bankruptcy.  There  was no  accrued  income
connected with this lease.  Average  occupancy  increased from 67% (1996) to 68%
(1997) for the three  months ended June 30 and from 67% (1996) to 72% (1997) for
the six  months  ended  June 30.  The  increase  in rental  and other  income at
Commonwealth  Business  Center Phase II for the three monts and six months ended
June 30,  1997 as  compared  to the  same  periods  in 1996 is a  result  of the
increase  in  average   occupancy   and  an  increase  in  common  area  expense
reimbursements.  Tenants at Commonwealth  Business Center Phase II reimburse the
Partnership for common area expenses as part of the lease agreements.

The 5% increase in occupancy at University Business Center Phase I from June 30,
1996 to June 30,  1997 is a result of four new  leases  totalling  approximately
7,700  square  feet.  Partially  offsetting  the new  leases  are  three  tenant
move-outs of approximately 3,500 square feet. Approximately 1,800 square feet of
the move-outs  represents two tenants who vacated the premises at the end of the
lease term.  The third  tenant,  who occupied  approximately  1,700 square feet,
vacated  prior to the end of the lease term.  The  move-out  was the result of a
downsizing by the tenant's parent company.  The tenant paid a lease  termination
fee of approximately  $5,800 (recorded as rental income) in the third quarter of
1996. There was no accrued income associated with this lease.  Average occupancy
at University  Business Center Phase I for the three months and six months ended
June 30  increased  from 95% (1996) to 100%  (1997).  The increase in rental and
other income at University  Business Center Phase I for the three months and six
months  ended June 30, 1997 as compared to the same periods in 1996 is primarily
due to the increase in average occupancy.

The Willows of Plainview  Phase II's occupancy was 94% at June 30, 1996 and June
30,  1997.  Average  occupancy  increased  from 93% (1996) to 94% (1997) for the
three months ended June 30 and  decreased  from 95% (1996) to 91% (1997) for the
six month period.  Occupancy at residential properties fluctuate on a continuous
basis.  Period-ending  occupancy  percentages  represent  occupancy  only  on  a
specific date;  therefore,  it is more meaningful to consider average  occupancy
percentages  which  are  representative  of the  entire  period's  results.  The
increase in rental and other income at The Willows of Plainview Phase II for the
three  months and six months ended June 30, 1997 as compared to the same periods
in 1996 is primarily due to an increase in income from fully furnished units and
an increase in rental rates.  Fully furnished units are apartments which rent at
an additional premium above base rent.

The 2% decrease in occupancy at Lakeshore  Business Center Phase I from June 30,
1996 to June 30,  1997 can be  attributed  to five  tenant  move-outs  totalling
approximately  10,300  square  feet.  The five  move-outs  consist of one tenant
vacating at the end of the lease term (1,800 square feet), one tenant exercising
a termination  option (1,600 square feet - no termination  fee was required) and
three  tenants  vacating  prior  to the  end of the  lease  term - one  due to a
business decision to consolidate its office space at





                                     - 11 -

<PAGE>



Results of Operations - Continued
---------------------------------
another location (700 square feet - tenant paid rent through end of lease),  one
due to a downsizing decision by the tenant's parent company (1,200 square feet -
tenant paid the L/U II Joint Venture a lease termination fee (recorded as rental
income) of approximately  $7,000 of which the Partnership's  proportionate share
is  approximately  $4,800 or 69% and one due to bankruptcy  (5,000 square feet -
tenant ceased rental  payments).  The write-off of accrued income connected with
these leases was not significant. The move-outs are partially offset by five new
leases totalling  approximately  6,400 square feet and an expansion by a current
tenant of its existing space totalling  approximately 2,100 square feet. Average
occupancy at Lakeshore  Business Center Phase I decreased from 98% (1996) to 96%
(1997) for the three  months ended June 30 and from 98% (1996) to 95% (1997) for
the six  month  period.  The  change in rental  and  other  income at  Lakeshore
Business  Center Phase I for the three months and six months ended June 30, 1997
as compared to the same periods in 1996 was not significant.

The 14% increase in occupancy  at Lakeshore  Business  Center Phase II from June
30,  1996 to  June  30,  1997  can be  attributed  to six  new  leases  totaling
approximately 17,400 square feet which includes  approximately 7,000 square feet
in expansions by two current tenants.  One tenant,  Lambda Physik,  accounts for
nearly  11,000  square  feet of the total new leases and has become the  largest
tenant  in the  building;  occupying  approximately  11% of the  total  building
rentable square feet.  Partially  offsetting the new leases is a downsizing by a
current  tenant of its existing  space of  approximately  3,600 square feet. The
downsizing was the result of a decision by the tenant's management to centralize
its  warehouse  operation  with another  location.  The  downsizing  was done in
conjunction with a lease renewal;  therefore,  there was no write-off of accrued
income.  Average occupancy at Lakeshore  Business Center Phase II increased from
80% (1996) to 94% (1997) for the three  months ended June 30 and from 76% (1996)
to 92% (1997) for the six month period.  The increase in rental and other income
at Lakeshore  Business Center Phase II for the three months and six months ended
June 30, 1997 as compared to the same  periods in 1996 is due  primarily  to the
increase in average occupancy.

As of June 30, 1997,  Lakeshore Business Center Phase II has approximately 1,800
square  feet of  additional  space  leased to a current  tenant.  The  tenant is
expected to take occupancy during the fourth quarter of 1997.

Subsequent  to June 30,  1997, a lease for  approximately  4,200 square feet was
signed  at  Lakeshore  Business  Center  Phase  II with a tenant  who  currently
occupies  approximately  1,300 square feet in Lakeshore Business Center Phase I.
The lease is for six years and the tenant is expected to take occupancy near the
end of the third  quarter of 1997.  With the new leases,  the business  center's
occupancy  should  improve to 100%.  See the  Liquidity  and  Capital  Resources
section of this item for the tenant finish commitment related to this lease.

Philip Crosby Associates, Inc. ("Crosby") has leased 100% of University Business
Center Phase II. The original lease term is for seven years, and the tenant took
occupancy in April 1991.  As a result of Crosby  downsizing  and  sub-leasing  a
portion of its leased space, occupancy has decreased to 99% at June 30, 1997 and
1996. During January 1997, Crosby vacated the remaining space it occupied at the
business  center.  See below for a further  discussion  of Crosby and its leased
space.

The decrease in rental and other income at University  Business  Center Phase II
for the three  months and six months ended June 30, 1997 as compared to the same
periods  in 1996  is due to the  following.  Through  the  end of  1996,  Crosby
continued to make rent payments  pursuant to the original  lease term. The Joint
Venture has  received  notice that Crosby does not intend to pay full rental due
under the lease agreement from and after January 1997.

                                     - 12 -

<PAGE>

Results of Operations - Continued
---------------------------------
Although the Joint Venture does not presently have lease  agreements  (except as
noted below) with Crosby's  sub-tenants,  beginning February 1997, rent payments
from Crosby's  sub-tenants (see discussion below) are being made directly to the
Joint Venture,  which are substantially  less than what Crosby owed.  Currently,
the Joint Venture is recognizing income to the extent of what is being collected
from the sub-tenants.  The decrease in rental and other income for the six month
period is also due to the fact that  approximately  $70,000  of  accrued  income
connected  with the Crosby  lease was  written-off  during the first  quarter of
1997, of which the Partnership's proportionate share is approximately $48,000 or
69%.

In cases of tenants who cease making rental  payments or abandon the premises in
breach of their lease,  the Partnership  pursues  collection  through the use of
collection agencies or other remedies available by law when practical.  In cases
where tenants have vacated as a result of bankruptcy,  the Partnership has taken
legal  action when it was thought  there could be a possible  collection.  There
have been no funds  recovered as a result of these actions during the six months
ended June 30, 1997 and 1996.

Current  occupancy  levels are considered  adequate to continue the operation of
the Partnership's  properties without the need of any additional  financing.  In
the opinion of the General  Partner of the  Partnership,  the occupancy level at
Commonwealth Business Center Phase II is not indicative of trends in the area in
which the property is located.  See the Liquidity and Capital  Resources section
of  this  item  for  a  discussion   regarding  the  cash  requirements  of  the
Partnership's current debt financings.

The change in interest  and other  income for the six months ended June 30, 1997
as  compared  to the same period in 1996 was not  significant.  The  decrease in
interest  and other  income for the three months ended June 30, 1997 as compared
to the same  period in 1996 is due  primarily  to the fact that the 1996  period
includes  interest  income earned on funds escrowed with a mortgage  company for
the  payment of  property  taxes by the L/U II Joint  Venture as required by its
previous lender. As a result of the permanent  financing  obtained by the L/U II
Joint  Venture in July 1996,  funds  escrowed for property  taxes no longer earn
interest.

Operating  expenses increased for the three months and six months ended June 30,
1997 as compared to the same periods in 1996 due  primarily  to increased  legal
fees at  Lakeshore  Business  Center  Phase I  (which  primarily  relate  to the
collection of a judgement made against a former tenant who defaulted), increased
replacement  costs  (carpet,  vinyl  and  landscaping)  and  increased  expenses
associated with fully-furnished  units at The Willows of Plainview Phase II, and
increased   janitorial   costs  at  Lakeshore   Business  Center  Phase  II  and
Commonwealth  Business  Center Phase II.  Partially  offsetting  the increase in
operating  expenses in both periods are  decreased  exterior  painting  costs at
University Business Center Phase I and decreased  janitorial costs at University
Business Center Phase II.

The  increase in operating  expenses - affiliated  for the six months ended June
30, 1997 as compared to the same period in 1996 is due  primarily  to  increased
leasing  costs at  Commonwealth  Business  Center  Phase II and The  Willows  of
Plainview II and increased property management costs at all of the Partnership's
properties except for Commonwealth  Business Center Phase II. Operating expenses
- affiliated  remained  fairly constant for the three months ended June 30, 1997
as compared  to the same period in 1996.  Operating  expenses -  affiliated  are
expenses  incurred  for  services  performed  by  employees  of NTS  Development
Company, an affiliate of the General Partner of the Partnership.


                                     - 13 -

<PAGE>

Results of Operations - Continued
---------------------------------
The change in the amortization of capitalized leasing costs for the three months
and six months  ended June 30, 1997 as compared to the same  periods in 1996 was
not significant.

The decrease in interest  expense for the three months and six months ended June
30, 1997 as compared to the same periods in 1996 is primarily  the result of the
lower interest rate on the permanent financings obtained in July 1996 by the L/U
II Joint Venture (8.125%  compared to 10.6% on the previous debt).  The decrease
in interest  expense can also be attributed to continued  principal  payments on
the  mortgages  and  note  payable  of the  Partnership  and its  Joint  Venture
properties.  See the  Liquidity and Capital  Resources  section of this item for
details regarding the Partnership's debt.

Management  fees are  calculated as a percentage of cash  collections;  however,
revenue  for  reporting  purposes  is on the  accrual  basis.  As a result,  the
fluctuations of revenues  between  periods will differ from the  fluctuations of
management fee expense.

The changes in real estate taxes and  professional and  administrative  expenses
for the three  months and six months ended June 30, 1997 as compared to the same
periods in 1996 were not significant.

The increase in professional  and  administrative  expenses - affiliated for the
three  months and six months ended June 30, 1997 as compared to the same periods
in 1996 is primarily  the result of increased  salary  costs.  Professional  and
administrative   expenses  -  affiliated  are  expenses  incurred  for  services
performed by employees of NTS Development  Company,  an affiliate of the General
Partner.

Depreciation and amortization expense has decreased for the three months and six
months ended June 30, 1997 as compared to the same periods in 1996 primarily due
to a portion  of the  Partnership's  assets  having  become  fully  depreciated.
Depreciation  is computed  using the  straight-line  method  over the  estimated
useful  lives of the assets  which are 10 - 30 years for land  improvements,  30
years for buildings, 5 - 30 years for building improvements and 5 - 30 years for
amenities.  The aggregate cost of the  Partnership's  properties for Federal tax
purposes is approximately $39,800,000.

Liquidity and Capital Resources
-------------------------------
Cash  provided by  operating  activities  was  $608,705 and $419,624 for the six
months  ended  June 30,  1997 and  1996,  respectively.  No  distributions  were
declared  during the six months  ended June 30,  1997 or 1996.  The  Partnership
plans to resume distributions once the Partnership has established adequate cash
reserves,  which would include funds for future tenant finish improvements,  and
the cash flow from  operations is sufficient,  in management's  opinion,  to pay
distributions.  Cash reserves  (which are  unrestricted  cash and equivalents as
shown on the Partnership's  balance sheet at June 30) were $225,197 and $220,310
at June 30, 1997 and 1996, respectively.

The  primary  source of future  liquidity  and  distributions  is expected to be
derived from cash generated by the Partnership's  properties after adequate cash
reserves are  established  for future  leasing  costs,  tenant  finish costs and
capital improvements.

As of June 30,  1997,  the  Partnership  had a mortgage  loan with an  insurance
company in the amount of  $4,735,383.  The  mortgage  payable is due February 1,
2008,  bears  interest  at a fixed rate of 7.65% and is  secured  by  University
Business  Center  Phase I.  Monthly  principal  payments  are based on a 12-year
amortization  schedule. At maturity, the mortgage will have been repaid based on
the current rate of amortization.

                                     - 14 -

<PAGE>



Liquidity and Capital Resources - Continued
-------------------------------------------
As of June 30, 1997,  the L/U II Joint Venture had three  mortgage loans with an
insurance company.  The outstanding  balances of the loans at June 30, 1997 were
$5,768,923,  $5,529,548 and $5,361,986 for a total of $16,660,457. The loans are
recorded as a liability of the Joint Venture.  The  Partnership's  proportionate
share in the loans at June 30, 1997 was  $3,993,825,  $3,828,106 and $3,712,103,
respectively, for a total of $11,534,034. The mortgages bear interest at a fixed
rate of 8.125%,  are due August 1,  2008,  and are  secured by the assets of the
Joint Venture.  Monthly principal payments are based upon a 12-year amortization
schedule. At maturity, the loans will have been repaid based on the current rate
of amortization.

As of June 30, 1997,  The Willows of Plainview  Phase II had two mortgage  loans
each with an insurance  company in the amount of $3,196,514 and $1,908,366.  The
mortgages are recorded as a liability of the Joint  Venture.  The  Partnership's
proportionate  share  of the  mortgages  as of  June  30,  1997  was  $4,584,694
($2,870,790 and $1,713,904).  Both mortgages are due December 5, 2003, currently
bear interest at a fixed rate of 7.5% and are secured by the land, buildings and
amenities  of the Joint  Venture.  Current  monthly  principal  payments on both
mortgages  are  based  upon a 27-year  amortization  schedule.  The  outstanding
balance  at  maturity  based  on the  current  rate  of  amortization  would  be
$4,449,434 ($2,786,095 and $1,663,339).

As of June 30,  1997,  the  Partnership  had a note  payable  with a bank in the
amount of $1,312,064.  The note payable is due February 1, 2009,  bears interest
at the Prime Rate and is secured by Commonwealth  Business Center Phase II ("CBC
II"). Under the loan agreement,  an additional  $200,000 is available for future
funding  and will be  disbursed  by  February  1, 1999 in one  advance  when the
following conditions are met: 1) CBC II reaches a minimum occupancy of 75% based
on leases  acceptable  to the bank with a  minimum  term of not less than  three
years.  2) CBC II achieves a minimum gross monthly base rental income of $37,500
for at least three months,  3) the Partnership is not in default on the loan and
4) the bank receives  tenant estoppel  certificates  from the tenants of CBC II.
Monthly  principal  payments are based on a 13-year  amortization  schedule.  At
maturity,  the  note  will  have  been  repaid  based  on the  current  rate  of
amortization.

The  majority  of  the  Partnership's   cash  flow  is  derived  from  operating
activities.  Cash  flows used in  investing  activities  are for  tenant  finish
improvements  and for  other  capital  additions  and are  funded  by  operating
activities.  Changes to current tenant finish improvements are a typical part of
any lease negotiation.  Improvements generally include a revision to the current
floor plan to  accommodate  a tenant's  needs,  new  carpeting  and paint and/or
wallcovering.  The extent and cost of these  improvements  are determined by the
size of the space and whether the  improvements are for a new tenant or incurred
because of a lease renewal.  Cash flows provided by investing activities in 1996
were the result of the  release of funds which were being  escrowed  for capital
expenditures,  leasing  commissions  and tenant  improvements  at the properties
owned by the L/U II Joint  Venture as  required by a 1995 loan  agreement.  Cash
flows provided by financing  activities are from debt  refinancings  obtained in
1996 (loans secured by the assets of  Commonwealth  Business Center Phase II and
University Business Center Phase I). Cash flows used in financing activities are
for loan  costs,  principal  payments  on  mortgages  and notes  payable and the
repurchase of limited  partnership  Units.  The Partnership  does not expect any
material changes in the mix and relative cost of capital resources.

Due to the fact that no distributions were made during the six months ended June
30, 1997 and 1996,  the table which  presents  that portion of the  distribution
that represents a return of capital on a Generally Accepted Accounting Principle
basis has been omitted.


                                     - 15 -

<PAGE>



Liquidity and Capital Resources - Continued
--------------------------------------------
As of  June  30,  1997,  the  Partnership  has  accrued  approximately  $163,000
(included  in  the  accounts   payable  -  construction   balance)  for  certain
improvements to the undeveloped  land at the University Place  development.  The
purchaser  of the  approximately  1 acre tract of land at the  University  Place
development paid the cost of these improvements.  The Partnership will reimburse
the  purchaser  for these costs,  along with  interest at the Prime Rate, at the
earlier of (1) the start of  construction  of University  Business  Center Phase
III, (2) the sale by the Partnership of any portion of the remaining undeveloped
land, or (3) five years from the date of the Agreement (agreement dated November
1992).

The  remaining  balance in  accounts  payable -  construction  at June 30,  1997
represents  payables  that are a result of tenant  finish  improvements.  Tenant
finish improvements are a typical part of any lease negotiation.

Philip Crosby Associates, Inc. ("Crosby") has leased 100% of University Business
Center  Phase II. The original  lease term was for seven  years,  and the tenant
took occupancy in April 1991.  During 1994, 1995 and 1996,  Crosby  sub-leased a
portion of the business center. Currently, Crosby has sub-leased through the end
of their lease term,  approximately 85,000 square feet (including  approximately
10,000 square feet of mezzanine space) of University  Business Center Phase II's
approximately  88,000  square feet of net rentable  area (or 96%).  Of the total
being sub-leased,  approximately  73,000 square feet (or 86%) is being leased by
Full Sail Recorders,  Inc. ("Full Sail"), a major tenant at University  Business
Center Phase I. Through  December 1996,  Crosby  continued to make rent payments
pursuant to the original  lease terms.  The Joint Venture  received  notice that
Crosby did not intend to pay full rental due under the original lease  agreement
from and after January 1997. The rental income from this property  accounted for
approximately  15% of the  partnership's  total revenues  during 1996. The Joint
Venture  instituted  legal  action  against  Crosby to seek  resolution  of this
situation.  See below for a further  discussion  regarding the current status of
this  situation.  Although  the Joint  Venture  does not  presently  have  lease
agreements  (except as noted below) with the sub-lessees noted above,  beginning
February 1997 rent payments  from these  sub-lessees  have been made directly to
the Joint Venture. The Joint Venture is currently  negotiating directly with the
sub-lessees to enter into lease  agreements for the space presently  sublet.  At
this time,  the future leasing and tenant finish costs which will be required to
release this space are unknown except as noted below for the  negotiations  with
Full Sail.

Crosby has abandoned  its business and sold all or most of its operating  assets
and has informed the Joint Venture that Crosby may be  insolvent.  Subsequent to
June 30, 1997, a conditional  settlement  was reached at a mediation  conference
with Crosby and its corporate  parent,  whereby,  subject to the Joint Venture's
acceptance of the  settlement  terms,  the corporate  parent has agreed to pay a
portion of Crosby's  liability to the Joint Venture in full  satisfaction of all
claims  against Crosby and any of its  affiliates.  The amount of any settlement
will be substantially  less than the aggregate  liability of Crosby to the Joint
Venture resulting from Crosby's default under its lease. As a result,  the Joint
Venture may be forced to seek out additional  sources of capital to fund ongoing
operations,  including,  without  limitation,  from  loans,  the sale of assets,
additional  capital  contributions of its partners and/or the admission of a new
partner or partners,  or from other sources.  There is no present assurance that
any such needed capital will be available

In  December  1995,  Full  Sail  signed a 33 month  lease  with the L/U II Joint
Venture  for  approximately  41,000  square  feet  of  the  space  it  currently
sub-leases  from Crosby.  In November 1996,  Full Sail signed a lease  amendment
which increased the square footage from 41,000 square feet to 48,000 square feet
and extended the lease term from 33 months to 76 months.

                                     - 16 -

<PAGE>



Liquidity and Capital Resources - Continued
-------------------------------------------
In  November  1996,  Full Sail also  signed a 52 month  lease for an  additional
approximately 21,000 square feet it presently sub-leases from Crosby. Both lease
terms  commence  April  1998  when  Crosby's  lease  ends.  As part of the lease
negotiations,  Full Sail will  receive a total of  $450,000  in  special  tenant
allowances  ($200,000 resulting from the original lease signed December 1995 and
$250,000 resulting from the lease amendment signed November 1996). Approximately
$92,000 of the total  allowance is to be  reimbursed  by Full Sail to the L/U II
Joint  Venture.  The  Partnership's  proportionate  share of the net  commitment
($450,000 less $92,000) is  approximately  $247,000 or 69%. The tenant allowance
will be due and payable to Full Sail pursuant to the previously  mentioned lease
agreements,  as  appropriate  invoices for tenant finish costs  incurred by Full
Sail are  submitted to the L/U II Joint  Venture.  The sources of funds for this
commitment is expected to be cash flows from operations and/or cash reserves.

The  Partnership  had no other material  commitments  for renovations or capital
improvements at June 30, 1997.

Subsequent  to June 30, 1997,  the L/U II Joint  Venture  made a  commitment  of
approximately  $100,000  for tenant  finish  improvements  and leasing  costs at
Lakeshore  Business  Center  Phase II.  The  commitment  is the  result of a new
six-year  lease for  approximately  4,200 square feet. The tenant is expected to
take  occupancy  near the end of the third  quarter of 1997.  The  Partnership's
proportionate share of this commitment is approximately $69,000 or 69%.

In the next twelve  months,  the demand on future  liquidity is  anticipated  to
increase  as a result  of the  commitments  made  for a  special  tenant  finish
allowance  and  tenant  finish  improvements  (see  above).  A demand  on future
liquidity is also  expected as a result of the Crosby  situation  at  University
Business Center Phase II (discussed above).  Additionally,  the Partnership will
continue  its  efforts  to lease  current  unoccupied  space  at its  commercial
properties.  At this time, the future leasing and tenant finish costs which will
be required to renew the current leases or obtain new tenants are unknown. It is
anticipated  that the cash  flow  from  operations  and  cash  reserves  will be
sufficient to meet the needs of the Partnership.

The following  describes the efforts being taken by the  Partnership to increase
the occupancy levels at the Partnership's  properties.  At Commonwealth Business
Center  Phase II, the leasing and  renewal  negotiations  are handled by leasing
agents, employees of NTS Development Company,  located in Louisville,  Kentucky.
The leasing agents are located in the same city as the property. All advertising
is  coordinated  by  NTS  Development   Company's  marketing  staff  located  in
Louisville,  Kentucky. At University Business Center Phases I and II in Orlando,
Florida,  the  Partnership  has an on-site  leasing  agent,  an  employee of NTS
Development  Company,  who makes calls to potential  tenants,  negotiates  lease
renewals with current tenants and manages local  advertising with the assistance
of the NTS  Development  Company's  marketing  staff.  The  leasing  and renewal
negotiations  at  Lakeshore  Business  Center  Phases I and II are  handled by a
leasing agent, an employee of NTS Development Company,  located at the Lakeshore
Business  Center  development.  At  the  Willows  of  Plainview  Phase  II,  the
Partnership has an on-site leasing staff,  employees of NTS Development Company,
who handle all  on-site  visits  from  potential  tenants,  make visits to local
companies to promote  fully  furnished  units,  negotiate  lease  renewals  with
current  residents and coordinate  all local  advertising  with NTS  Development
Company's marketing staff.





                                     - 17 -

<PAGE>



Liquidity and Capital Resources - Continued
-------------------------------------------
Leases  at the  Partnership's  commercial  properties  provide  for  tenants  to
contribute toward the payment of common area expenses, insurance and real estate
taxes.  Leases at the Partnership's  Florida commercial  properties also provide
for rent  increases  which are based upon increases in the consumer price index.
These  lease  provisions,  along  with  the fact  that  residential  leases  are
generally for a period of one year, should protect the Partnership's  operations
from the impact of inflation and changing prices.

The Partnership owns approximately 6.21 acres of land adjacent to the University
Place development in Orlando, Florida which is zoned for commercial development.
Included in the cost of $2,202,172 is land cost, capitalized interest and common
area costs. The Partnership  plans to use the remaining land to build University
Business Center Phase III but this decision will be based on market  conditions,
availability of financing and  availability of the necessary  resources from the
Partnership.   In  management's  opinion,  the  net  book  value  of  the  asset
approximates its fair market value.

The L/U II Joint  Venture owns  approximately  6.2 acres of land adjacent to the
Lakeshore  Business  Center  development  in  Ft.   Lauderdale,   Florida.   The
Partnership's proportionate interest at June 30, 1997 in the asset held for sale
is  $1,152,868.  The Joint  Venture  continues to actively  market the asset for
sale.  In  management's  opinion,  the net book value of the asset held for sale
approximates the fair market value less cost to sell.

Some of the statements included in Item 2, Management's  Discussion and Analysis
of  Financial  Condition  and Results of  Operations,  may be  considered  to be
"forward-looking  statements" since such statements relate to matters which have
not yet occurred.  For example,  phrases such as the Partnership  "anticipates",
"believes" or "expects" indicate that it is possible that the event anticipated,
believed or expected may not occur. Should such event not occur, then the result
which  the  Partnership  expected  also may not  occur  or occur in a  different
manner, which may be more or less favorable to the Partnership.  The Partnership
does not  undertake  any  obligations  to  publicly  release  the  result of any
revisions to these forward  looking  statements  that may be made to reflect any
future events or circumstances.

Any forward-looking  statements included in Management's Discussion and Analysis
of Financial  Condition and Results of Operations,  or elsewhere in this report,
which reflect  management's best judgement based on factors known, involve risks
and uncertainties. Actual results could differ materially from those anticipated
in any forward-looking  statements as a result of a number of factors, including
but not  limited  to those  discussed  below.  Any  forward-looking  information
provided by the  Partnership  pursuant to the safe harbor  established by recent
securities legislation should be evaluated in the context of these factors.

The Partnership's principal activity is the leasing and management of commercial
office  buildings,  business  centers  and  an  apartment  complex.  If a  major
commercial  tenant  or a large  number of  apartment  lessees  default  on their
leases,  the  Partnership's   ability  to  make  payments  due  under  its  debt
agreements,  payment of operating costs and other partnership  expenses would be
directly  impacted.  A lessee's  ability to make  payments  are subject to risks
generally  associated with real estate,  many of which are beyond the control of
the Partnership,  including general or local economic  conditions,  competition,
interest rates, real estate tax rates, other operating expenses and acts of God.

A portion of the Partnership's debt service is based on variable interest rates;
any  fluctuations in the rate are beyond the control of the  Partnership.  These
variances could, for example,  impact the Partnership's  projected cash flow and
cash  requirements  as well as its ability to pay  distributions  to the limited
partners.

                                     - 18 -

<PAGE>





PART II.  OTHER INFORMATION

1. Legal Proceedings
   ------------------
   None

2. Changes in Securities
   -----------------------
   None

3. Defaults upon Senior Securities
   -------------------------------
   None

4. Submission of Matters to a Vote of Security Holders
   ---------------------------------------------------
   None

5. Other Information
   ------------------
   None

6. Exhibits and Reports on Form 8-K
   --------------------------------
          (a)  Exhibits

                 Exhibit 27. Financial Data Schedule

          (b)    Reports on Form 8-K

                 No reports on Form 8-K were filed during the three months ended
                 June 30, 1997.




                                     - 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/ John W. Hampton
                                             ----------------------
                                             John W. Hampton
                                             Senior Vice President



Date:    August 11, 1997
         

                                     - 20 -

<PAGE>