UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-Q/A (Amendment Number 1)

(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, 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 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 21
Total Pages: 22

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                         Pages
                                                                         -----

                                     PART I

Item 1.     Financial Statements

           Balance Sheets and Statement of Partners' Equity
             As of June 30, 1999 and December 31, 1998                         3

           Statements of Operations
             For the three months and six months ended
             June 30, 1999 and 1998                                            4

           Statements of Cash Flows
             For the six months ended June 30, 1999 and 1998                   5

           Notes To Financial Statements                                    6-12

Item 2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations                           13-19


Item 3.    Quantitative and Qualitative Disclosures About Market Risk         20


                                     PART II

1.     Legal Proceedings                                                      21
2.     Changes in Securities                                                  21
3.     Defaults upon Senior Securities                                        21
4.     Submission of Matters to a Vote of Security Holders                    21
5.     Other Information                                                      21
6.     Exhibits and Reports on Form 8-K                                       21

Signatures                                                                    22

                                      - 2-
<PAGE>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

<TABLE>

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

                         A Maryland Limited Partnership
                         ------------------------------

                BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY
                ------------------------------------------------

<CAPTION>

                                              As of               As of
                                          June 30,1999       December 31, 1998*
                                          ------------       -------------------
ASSETS
------
<S>                                       <C>                  <C>
Cash and equivalents                      $ 3,200,826          $ 4,543,666
Cash and equivalents - restricted             258,310              208,682
Accounts receivable, net of allowance
 for doubtful accounts of $4,790
 for 1999 and $4,678 for 1998                 130,881               77,560
Land, buildings and amenities, net         14,686,418           14,847,989
Asset held for development or sale          1,737,219            1,953,868
Other assets                                  489,232              409,580
                                          -----------          -----------
                                          $20,502,886          $22,041,345
                                          ===========          ===========

LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Mortgages and note payable                $11,110,349          $11,450,225
Accounts payable - operations                 183,884              116,056
Accounts payable - construction                21,073               47,150
Security deposits                             158,071              124,309
Other liabilities                             283,630              111,897
                                          -----------          -----------
                                           11,757,007           11,849,637

Commitments and Contingencies (Note 10)

Partners' equity                            8,745,879           10,191,708
                                          -----------          -----------

                                          $20,502,886          $22,041,345
                                          ===========          ===========
</TABLE>
<TABLE>
<CAPTION>

                                   Limited         General
                                   Partners        Partner           Total
                                   --------        -------           -----
PARTNERS' EQUITY
<S>                               <C>             <C>             <C>
Capital contributions, net of
 offering costs                   $ 30,551,267    $        100    $ 30,551,367
Net income (loss) - prior years     (4,598,435)         67,349      (4,531,086)
Net loss - current year                (26,863)           (272)        (27,135)
Cash distributions declared to
 date                              (16,641,480)       (168,177)    (16,809,657)
Repurchase of limited
 partnership Units                    (437,610)           --          (437,610)
                                   ------------    ------------   -------------

Balances at June 30, 1999          $  8,846,879    $   (101,000)   $  8,745,879
                                   ============    =============  =============

*Reference is made to the audited financial statements in the Form 10-K as filed
with the Commission on April 15, 1999.
</TABLE>

                                      -3-
<PAGE>


<TABLE>
                                NTS-PROPERTIES V,
                                -----------------

                         A Maryland Limited Partnership
                         ------------------------------

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

<CAPTION>

                            Three Months Ended           Six Months Ended
                                 June 30,                    June 30,
                             1999         1998            1999       1998
                             ------------------          -----------------

<S>                       <C>           <C>           <C>            <C>
Revenues:
  Rental Income           $   959,708   $ 1,655,016   $ 1,880,494    $ 3,242,388
  Interest and
   other income                38,530        10,575        83,025         21,579
                          -----------   -----------    ----------    -----------

                              998,238     1,665,591     1,963,519      3,263,967


Expenses:
  Operating expenses          223,430       283,057       422,637        581,360
  Operating
     expenses - affiliated    104,667       134,508       238,423        269,494
  Write-off of unamortized
    building costs             15,067          --          24,899           --
  Amortization of capitalized
    leasing costs                --           3,701         3,323          7,404
  Interest expense            218,371       419,746       438,902        849,562
  Management fees              55,207        97,268       107,574        190,892
  Real estate taxes            84,701       122,455       167,237        267,913
  Professional and
   administrative expenses     55,339        35,234       105,753         65,013
  Professional and
   administrative
   expenses - affiliated       39,604        52,175        85,754        108,659
  Depreciation and
   amortization               199,396       376,024       396,152        794,359
                          -----------   -----------    ----------    -----------
                              995,782     1,524,168     1,990,654      3,134,656
                          -----------   -----------    ----------    -----------

Net income (loss)         $     2,456   $   141,423   $   (27,135)   $   129,311
                          ===========   ===========   ============   ===========
Net income (loss)
  allocated to the
  limited partner         $     2,431   $   140,009   $   (26,863)   $   128,018
                          ===========   ===========   ============   ===========

Net income (loss) per
  limited partnership
  unit                    $       .07   $      4.04   $     (0.80)   $      3.67
                          ===========   ===========   ============   ===========

Weighted average number
   of limited
   partnership units           33,394        34,624        33,533         34,879
                          ===========   ===========   ============   ===========
</TABLE>

                                       -4-

<PAGE>

<TABLE>

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

                         A Maryland Limited Partnership
                         ------------------------------

                            STATEMENTS OF CASH FLOWS
                            ------------------------
<CAPTION>

                                                       Six Months Ended
                                                            June 30,
                                                        1999         1998
                                                        -----------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                               <C>             <C>
Net income (loss)                                  $   (27,135)   $    129,311
Adjustments to reconcile net loss to
 net cash provided by operating
 activities:
 Provision for doubtful accounts                         4,790           --
 Write-off of unamortized building costs                24,899           --
 Amortization of capitalized
  building costs                                         3,323          7,404
 Depreciation and amortization                         396,152        794,359
 Changes in assets and liabilities:
   Cash and equivalents - restricted                    (5,128)      (264,927)
   Accounts receivable                                 (58,111)        26,618
   Other assets                                        (90,777)        22,925
   Accounts payable - operations                        67,828         15,079
   Security deposits                                    33,762         19,540
   Other liabilities                                   171,633        312,966
                                                    ----------    -----------

 Net cash provided by operating
   activities                                          521,236      1,063,275
                                                    ----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
 amenities                                             (34,928)      (269,689)
Accounts payable - construction                        (26,077)          --
                                                    ----------    -----------

 Net cash used in investing activities                 (61,005)      (269,689)
                                                    ----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Increases in mortgages and notes
 payable                                                  --          200,000
Principal payments on mortgages and
 notes payable                                        (339,876)      (594,255)
Decrease in loan costs                                    --           11,485
Cash distributions                                  (1,264,925)          --
Capital contributions                                  (30,770)          --
Repurchase of Limited Partnership
 Units                                                (123,000)      (177,930)
Cash and equivalents - restricted                      (44,500)          --
                                                    ----------    -----------

 Net cash used in financing
  activities                                        (1,803,071)      (560,700)
                                                    ----------    -----------

 Net increase (decrease) in cash and
  equivalents                                       (1,342,840)       232,886

CASH AND EQUIVALENTS, beginning of
  period                                           $ 4,543,666        473,362
                                                    ----------    -----------

CASH AND EQUIVALENTS, end of period                $ 3,200,826    $   706,248
                                                    ==========    ===========

Interest paid on a cash basis                      $   440,180    $   849,255
                                                    ==========    ===========

</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  1998 Form 10-K as filed with the Commission on April 15, 1999. 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, 1999 and 1998.

 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.    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.    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 and 3) funds reserved by the  Partnership for the repurchase of
      limited partnership Units (December 31, 1998 balance only).

4.    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 June 30, 1999 was
      $0.

5.    Tender Offers
      -------------

      On June 25,  1999,  the  Partnership  commenced a Tender Offer to purchase
      up to 1,000 of the Partnership's  limited  partnership Units at a price of
      $167.50  per Unit.  Although the  Partnership  believes that this price is
      appropriate,  the price of  $167.50  per  unit may not  equate to the fair
      market value or the liquidation value of the Unit as of the offering date.
      Approximately

                                      -6-


<PAGE>

 5.   Tender Offers - continued
      -------------------------

      $192,500  ($167,500  to  purchase  1,000  Units plus approximately $25,000
      for  expenses  associated  with  administering  the  offer) is required to
      purchase all 1,000 Units.  The  offer  state  that  the  Partnership  will
      purchase up to the first 1,000 Units  tendered and will fund its purchases
      and its portion of  the expenses from cash reserves. Units acquired by the
      Partnership  will  be  retired.     The  General  Partner,  NTS-Properties
      Associates  V, did not participate in the Tender  Offer.  The Tender Offer
      will expire on August 31, 1999 unless extended.

      On October 25, 1998, the  Partnership  and ORIG,  LLC, an affiliate of the
      Partnership,  (the "Offerors")  commenced a 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 Offering.  The expiration date of the Offer
      was January 11, 1999.  A total of 2,458 Units were  tendered and all Units
      tendered were accepted by the Offerors.  The  Partnership  repurchased 600
      Units and ORIG, LLC purchased 1,858 Units at a total cost of $503,890.

6.    Mortgages and Note Payable
      --------------------------

      Mortgages and note payable consist of the following:

                                               June 30,          December 31,
                                                 1999                1998
                                           ---------------     -----------------

      Mortgage payable with an insurance
      company, bearing interest at a fixed
      rate of 8.125%, due August 1, 2008,
      secured by land and building            $  3,516,198        $  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               3,268,167           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   2,708,405           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   1,617,579           1,653,217
                                               -----------         -----------

                                              $ 11,110,349        $ 11,450,225
                                               ===========         ===========

      Based on the borrowing  rates  currently  available to the Partnership for
      mortgages  with  similar  terms,  the  fair  value  of  long-term  debt is
      approximately $11,300,000.

7.    Basis of Property
      -----------------

      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  during the periods ended June 30, 1999 and
      1998 did not result in an impairment loss.

                                      -7-

<PAGE>

8.    Related Party Transactions
      --------------------------

      Pursuant to an agreement with the Partnership, property management fees of
      $55,207 and $97,268 and $107,574 and $190,892 for the three months and six
      months  ended  June 30,  1999 and  1998,  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 $7,701 and $2,115 and
      $10,922  and  $18,505  as a repair  and  maintenance  fee during the three
      months and six months ended June 30, 1999 and 1998, 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,  1999 and 1998.  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.


                                              1999                1998
                                        ---------------     ----------------
           Administrative                  $ 124,492             $ 136,730
           Leasing                           117,956               101,051
           Property manager                  106,050               169,264
           Other                              15,351                 7,656
                                            --------              --------
                                           $ 363,849             $ 414,701
                                            ========              ========

9.    Sale of Asset Held for Sale or Development
      ------------------------------------------

      On March 17, 1999, NTS-Properties V sold a portion of the University Phase
      III vacant  land to Orange  County  Florida  for  $216,648.  Pursuant to a
      contract executed on September 8, 1998, Silver City Properties, Ltd. ("the
      Purchaser")  will  receive  net  condemnation  proceeds of $145,824 at the
      closing of the Phase III vacant land, less any amount received directly by
      the Purchaser from the  condemnation.  See Note 10 for details of the sale
      of the Phase III vacant land.

10.   Commitments and Contingencies
      -----------------------------

      On September 8, 1998, NTS-Properties V entered into a contract with Silver
      City Properties,  Ltd. ("the  Purchaser") for the sale of University Phase
      III vacant land for $801,000. The contract provides the Purchaser with the
      option to defer closing of the purchase of the Phase III vacant land until
      the 18th month  anniversary  (April 2000) of the closing on the University
      Phase I and II properties  (Phase III Deferral  Period).  During the Phase
      III deferral  period the purchaser  will have the right to use the parking
      area and other  improvements  on the Phase III Property.  Also during this
      period,  the Purchaser will be responsible  for maintaining and shall bear
      Seller's  share of the cost of all  maintenance  and repairs  necessary to
      keep the Phase III  property in good repair and  condition  from and after
      Closing of the purchase of Phase I Property and Phase II Property, and for
      Seller's portion of all real property taxes and assessments  applicable to
      the Phase III property  accruing from and after Closing of the purchase of
      the Phase I Property and Phase II Property (October 1998).

11.   Subsequent Events
      -----------------

      On July 1, 1999, Gregory A. Wells was hired as Executive Vice President by
      NTS Capital Corporation,  General Partner of NTS-Properties  Associates V,
      the  General  Partner  of  NTS-Properties  V. Mr.  Wells will serve as the
      senior Accounting and Financial Officer of NTS Capital Corporation.

                                      -8-


<PAGE>


11.   Subsequent Events - continued
      -----------------------------

      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 partners in the Joint Venture changed at that time.  Effective July
      1, 1999,  NTS-Properties V's percentage  ownership in the joint venture is
      79.45%.

      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 purchase price of
      $528,405,  which  was  received  in  cash.  The  Partnership  has a 79.45%
      interest in the Joint Venture.

      The proceeds from both of the transactions discussed above will be used to
      fund the construction of Lakeshore Business Center Phase III.

12.   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 Phase I and II.
      Commercial  operations  for  the  period  ending  June  30,  1998  include
      University  Business  Centers  Phases I and II which were sold  October 6,
      1998.

      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's  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>
<CAPTION>

                                     Six Months ended June 30, 1999

                            RESIDENTIAL        COMMERCIAL            TOTAL
                            -----------        ----------            -----

<S>                         <C>              <C>                  <C>
Rental Income               $  619,955       $   1,260,539        $ 1,880,494
Other Income                        --                 239                239
                             ---------         -----------         ----------

Total Net Revenues             619,955           1,260,778          1,880,733
                             =========         ===========         ==========

Operating Expenses             194,784             459,425            654,209
Write-off of Unamortized
  Building Improvements         24,899                  --             24,889
Amortization of Capitalized
  Leasing Costs                     --               3,323              3,323
Interest Expense               157,459             281,443            438,902
Management Fees                 32,947              74,627            107,574
Real Estate Taxes               26,055             126,285            152,340
Depreciation Expense            96,051             277,692            373,743
                             ---------         -----------         ----------

Net Income (Loss)           $   87,760        $    37,983         $   125,743
                             =========         ===========         ==========
</TABLE>


                                      -9-

<PAGE>


12.  Segment Reporting - continued
     -----------------------------
<TABLE>
<CAPTION>

                                      Six Months ended June 30, 1998

                             RESIDENTIAL           COMMERCIAL            TOTAL
                             -----------           ----------            -----

<S>                        <C>                   <C>                 <C>
Rental Income              $   580,771           $  2,661,617        $ 3,242,388
Other Income                     3,306                 11,085             14,391
                             ---------              ---------          ---------

Total Net Revenues             584,077              2,672,702          3,256,779
                             =========              =========          =========


Operating Expenses             229,325                621,529            850,854
Write off of unamortized
  building improvements             --                     --                 --
Amortization of Capitalized
  Leasing Costs                     --                  7,404              7,404
Interest Expense               169,101                447,654            616,755
Management Fees                 29,204                161,688            190,892
Real Estate Taxes               26,464                228,130            254,594
Depreciation Expense            92,121                596,661            688,782
                             ---------              ---------          ---------

Net Income (Loss)          $    37,862            $   609,636        $   647,498
                             =========              =========          =========
</TABLE>

<TABLE>
<CAPTION>

                                     Three Months ended June 30, 1999

                             RESIDENTIAL           COMMERCIAL            TOTAL
                             -----------           ----------            -----

<S>                        <C>                  <C>                  <C>
Rental Income              $   320,256          $    639,452        $   959,708
Other Income                        --               (17,525)           (17,525)
                             ---------              ---------          ---------

Total Net Revenues             320,256               621,927            942,183
                             =========              =========          =========


Operating Expenses             106,182               215,063            321,245
Write off of unamortized
  building improvements         15,067                    --             15,067
Interest Expense                78,887               139,484            218,371
Management Fees                 16,758                38,449             55,207
Real Estate Taxes               13,028                63,161             76,189
Depreciation Expense            48,371               139,820            188,191
                             ---------              ---------          ---------

Net Income (Loss)          $    41,963                25,950        $    67,913
                             =========              =========          =========
</TABLE>

                                      -10-

<PAGE>

12.  Segment Reporting - continued
     -----------------------------
<TABLE>
<CAPTION>

                                      Three Months ended June 30, 1998

                             RESIDENTIAL           COMMERCIAL            TOTAL
                             -----------           ----------            -----

<S>                          <C>                 <C>                 <C>
Rental Income                $   287,591         $  1,367,612        $ 1,655,203
Other Income                       1,703                5,408              7,111
                               ---------           ----------          ---------
Total Net Revenues           $   289,294         $  1,373,020        $ 1,662,314
                               =========           ==========          =========

Operating Expenses               116,847              300,717            417,564
Write off of unamortized
  building improvements               --                   --                 --
Amortization of Capitalized
  Leasing Costs                       --                3,703              3,703
Interest Expense                  81,858              221,080            302,938
Management Fees                   14,456               82,812             97,268
Real Estate Taxes                 13,373              102,423            115,796
Depreciation Expense              46,215              277,020            323,235
                               ---------           ----------          ---------

Net Income (Loss)            $    16,545          $   385,265        $   401,810
                               =========           ==========          =========
</TABLE>

A  reconciliation  of the totals  reported  for the  operating  segments  to the
applicable  line items in the  consolidated  financial  statements for the three
months  and the six  months  ended  June 30,  1999 and 1998 is  necessary  given
amounts  recorded at the  Partnership  level and not  allocated to the operating
properties for internal reporting purposes.

<TABLE>
<CAPTION>

                                                        Six Months Ended
                                                             June 30,
                                                     1999                1998
                                                     ----                ----

NET REVENUES
<S>                                              <C>                <C>
 Total revenues for reportable segments          $1,880,733         $ 3,256,779
 Other income for partnership                       160,612             189,303
 Eliminations                                       (77,826)           (182,115)
                                                  ---------           ---------
 Total consolidated net revenues                 $1,963,519         $ 3,263,967
                                                  =========           =========

OPERATING EXPENSES
 Total operating expenses for reportable
   segments                                      $  654,209         $   850,854
 Operating expenses for partnership                   6,851                  --
                                                  ---------           ---------
 Total operating expenses                        $  661,060         $   850,854
                                                  =========           =========

INTEREST EXPENSE
 Total interest expense for reportable
   segments                                      $  438,902         $   616,755
 Interest expense for partnership                        --             232,807
                                                  ---------           ---------
 Total interest expense                          $  438,902         $   849,562
                                                  =========           =========

REAL ESTATE TAXES
 Total real estate taxes for reportable
   segments                                      $  152,340         $   254,594
 Real estate taxes for partnership                   14,897              13,319
                                                  ---------           ---------
 Total real estate taxes                         $  167,237         $   267,913
                                                  =========           =========

DEPRECIATION AND AMORTIZATION
 Total depreciation and amortization
   for reportable segments                       $  373,743         $   688,782
 Depreciation and amortization for partnership        6,917              99,431
 Eliminations                                        15,492               6,146
                                                  ---------           ---------
 Total depreciation and amortization             $  396,152         $   794,359
                                                  =========           =========

NET INCOME (LOSS)
 Total net income (loss) for reportable
   segments                                      $  125,743         $   647,498
  Net income (loss) for partnership                 (59,560)           (329,925)
  Eliminations                                      (93,318)           (188,262)
                                                  ---------           ---------
 Total net income (loss)                         $  (27,135)        $   129,311
                                                  =========           =========
</TABLE>

                                      -11-

<PAGE>

12. Segment Reporting - continued
    -----------------------------
<TABLE>
<CAPTION>

                                                   Three Months Ended
                                                         June 30,
                                                 1999                1998
                                                 ----                ----

NET REVENUES
<S>                                           <C>                  <C>
 Total revenues for reportable segments       $  942,183           $1,662,314
 Other income for partnership                    101,135              168,340
 Eliminations                                    (45,080)            (165,063)
                                                 -------            ---------
 Total consolidated net revenues              $  998,238           $1,665,591
                                                 =======            =========

OPERATING EXPENSES
 Total operating expenses for reportable
   segments                                   $  321,245           $  417,564
 Operating expenses for partnership                6,852                   --
                                                 -------            ---------
 Total operating expenses                     $  328,097           $  417,564
                                                 =======            =========

INTEREST EXPENSE
 Total interest expense for reportable
   segments                                   $  218,371           $  302,938
 Interest expense for partnership                     --              116,808
                                                 -------            ---------
 Total interest expense                       $  218,371           $  419,746
                                                 =======            =========

REAL ESTATE TAXES
 Total real estate taxes for reportable
   segments                                   $   76,189           $  115,796
 Real estate taxes for partnership                 8,512                6,659
                                                 -------            ---------
 Total real estate taxes                      $   84,701           $  122,455
                                                 =======            =========

DEPRECIATION AND AMORTIZATION
 Total depreciation and amortization for
   reportable segments                        $  188,191           $  323,235
 Depreciation and amortization for
   partnership                                     3,459               49,715
 Eliminations                                      7,746                3,074
                                                 -------            ---------

 Total depreciation and amortization          $  199,396           $  376,024
                                                 =======            =========

NET INCOME (LOSS)
 Total net income (loss) for reportable
   segments                                   $   67,913           $  401,810
  Net income (loss) for partnership              (12,630)             (92,252)
  Eliminations                                   (52,827)            (168,135)
                                                 -------             ---------
 Total net income (loss)                      $    2,456           $  141,423
                                                 =======             =========

</TABLE>


                                      -12-


<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         ---------------------------------------------------------------
         RESULTS OF OPERATIONS
         ---------------------

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  is  structured in four major  sections.  The first section  provides
information related to occupancy levels and rental and other income generated by
the  Partnership's  properties.  The second analyzes  results of operations on a
consolidated  basis.  The final  sections  address  consolidated  cash flows and
financial   condition.   Discussion   of  certain   market  risks  also  follow.
Management's   analysis  should  be  read  in  conjunction  with  the  financial
statements in Item 1 and the cautionary statements below.

Cautionary Statements
---------------------

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 results 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.

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

The  occupancy  levels  at the  Partnership's  properties  as of June 30 were as
follows:

                                             1999 (1)                1998
                                             --------                ----

Wholly-owned Properties
-----------------------

Commonwealth Business Center Phase II          84%                   77%

University Business Center Phase I (3)         N/A                  100%

Property Owned in Joint Venture
-------------------------------
with NTS-Properties IV (Ownership
---------------------------------
% at June 30, 1999)
-------------------

The Willows of Plainview Phase II (90%)         95%                   83%

Properties Owned Through Lakeshore/
-----------------------------------
University II Joint Venture (L/U II
-----------------------------------
Joint Venture) (Ownership % at June
-----------------------------------
30, 1999)
---------

Lakeshore Business Center Phase I (69%)(2)      71%                   94%
Lakeshore Business Center Phase II (69%)(2)     86%                   92%
University Business Center Phase II(69%)(3)     N/A                   90%

                                      -13-

<PAGE>

Results of Operations - continued
---------------------------------

(1)     Current  occupancy  levels  are  considered  adequate  to  continue  the
        operation of the Partnership's properties.

(2)     In the opinion of the General Partner of the  Partnership,  the decrease
        in period ending occupancy is only a temporary  fluctuation and does not
        represent a permanent downward occupancy trend.

(3)     Represents ownership percentage as of June 30, 1998. On October 6, 1998,
        University Business Center Phases I and II were sold.

Average occupancy levels at the Partnership's properties during the three months
and six months ended June 30, were as follows:

                                            Three Months           Six Months
                                           Ended June 30,         Ended June 30,
                                            1999      1998         1999     1998
                                            ----      ----         ----     ----

Wholly-owned Properties
-----------------------

Commonwealth Business Center Phase II         79%       77%        79%       77%

University Business Center Phase I (2)        N/A      100%        N/A      100%

Property Owned in Joint Venture with
------------------------------------
NTS-Properties IV (Ownership % at June
--------------------------------------
30, 1999)
---------

The Willows of Plainview Phase II (90%)       96%       83%        95%       84%

Property Owned Through Lakeshore/
---------------------------------
University II Joint Venture (L/U II
-----------------------------------
Joint Venture) (Ownership % at June
-----------------------------------
30, 1999)
---------

Lakeshore Business Center Phase I (69%)(1)    72%       93%        76%       94%
Lakeshore Business Center Phase II (69%)(1)   86%       95%        85%       97%
University Business Center Phase II (69%)(2)  N/A       90%        N/A       95%

(1)    In the opinion of the General Partner of the Partnership, the decrease in
       average occupancy is only a temporary  fluctuation and does not represent
       a permanent downward occupancy trend.

(2)    Represents  ownership percentage as of June 30, 1998. On October 6, 1998,
       University Business Center Phases I and II were sold.

                                      -14-

<PAGE>

Results of Operations - continued
---------------------------------

The rental and other income  generated by the  Partnership's  properties for the
three months and six months ended June 30, 1999 and 1998 was as follows:

                                     Three Months                Six Months
                                     Ended June 30,             Ended June 30,
                                   1999          1998         1999         1998
                                   ----          ----         ----         ----
Wholly-owned Properties
-----------------------

Commonwealth Business Center
   Phase II                        $146,257    $152,890    $295,348     $313,459
University Business Center
   Phase I                          N/A (1)    $389,899     N/A (1)     $782,175


Property Owned in Joint Venture with
------------------------------------
NTS-Properties IV (Ownership % at
---------------------------------
June 30, 1999)
--------------

The Willows of Plainview  II (90%) $305,190    $289,293    $595,056     $584,077

Property Owned Through Lakeshore/
---------------------------------
University  II  Joint  Venture
--------------------------------
(L/U II  Joint  Venture)
------------------------
(Ownership % at June 30, 1999)
------------------------------

Lakeshore Business Center
  Phase I (69%)                    $223,024    $255,375    $464,100     $577,177
Lakeshore Business Center
  Phase II (69%)                   $270,173    $377,879    $501,138     $662,678
University Business Center
  Phase II (69%) (2)                N/A (1)    $196,750    N/A (1)      $337,172

(1)    University  Business  Center  Phases I and II were sold  October  6, 1998
       therefore there were no revenues  generated for these  properties for the
       three months and six months ended June 30, 1999.

(2) Ownership percentage at June 30, 1998.

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

The following is an analysis of material  changes in results of  operations  for
the periods  ending  June 30, 1999 and 1998.  Items that did not have a material
impact on operations for the periods listed above have been eliminated from this
discussion.

Rental income decreased  approximately $695,300 or 42% and $1,361,900 or 42% for
the three  months and six months  ended June 30,  1999 as  compared  to the same
periods  in 1998.  The  decrease  is due  primarily  to the  sale of  University
Business  Center  Phases I and  University  Business  Center Phase II in October
1998.  Approximately  $390,000 and $782,000 of revenues from University Business
Center Phase I and $197,000 and $337,000 from  University  Business Center Phase
II,  respectively,  were generated  during the three months and six months ended
June 30, 1998.  Also  contributing  to the  decreases  are  decreases in average
occupancy and common area maintenance  income at Lakeshore Business Center Phase
I and II.

Interest  and other  income  includes  interest  income  earned  from short term
investments  made  by  the  Partnership  with  cash  reserves.  Interest  income
increased  approximately $28,000 and $61,400 for the three months and six months
ended June 30, 1999 as  compared  to the same  periods in 1998 as a result of an
increase in cash reserves available for investment due to proceeds from the sale
of University Business Center Phases I and II.

Operating  expenses decreased  approximately  $59,300 or 21% and $158,400 or 27%
for the three  months and six months ended June 30, 1999 as compared to the same
periods in 1998 due primarily to the sale of University  Business Center Phase I
and II in October 1998. The decrease is partially  offset by increased  property
maintenance fees and signage expense at Lakeshore Business Center Phase II.

Operating expenses - affiliated  decreased $29,800 or 29% and $31,100 or 13% for
the three  months and six months  ended June 30,  1999 as  compared  to the same
periods in 1998.  These  decreases  are  primarily due to the sale of University
Business  Center Phases I and II, offset by slightly higher leasing and property
management  expenses at  Commonwealth  Business  Center  Phase II and  Lakeshore

                                      -15-

<PAGE>

Results of Operations - continued
---------------------------------

Business  Center Phases I and II.  Operating  expenses - affiliated are expenses
incurred for services performed by NTS Development  Company, an affiliate of the
General Partner.

The 1999  Write-off of unamortized  building costs is due to the  disposition of
property at The Willows of Plainview Phase II which was not fully depreciated.

Interest expense decreased approximately $201,400 or 48% and $410,700 or 48%
for the three  months and six months ended June 30, 1999 as compared to the same
periods in 1998 as a result of the reduction in debt from the sale of University
Business Center Phases I and II and from regular principal payments.

Management  fees are  calculated as a percentage of cash  collections;  however,
revenue for reporting  purposes is recorded on the accrual  basis.  As a result,
the  fluctuations of revenues  between periods will differ from the fluctuations
of management  fee expense.  The 43% decreases in management  fees for the three
months and six months  ended June 30, 1999 as  compared  to the same  periods in
1998 is primarily due to the sale of University  Business Center Phases I and II
in October 1998.

Real estate taxes decreased approximately $37,800 or 31% and $100,700 or 38% for
the three  months and six months  ended June 30,  1999 as  compared  to the same
periods in 1998 as a result of the sale of University  Business  Center Phases I
and II in October 1998.

Professional and administrative  expenses increased approximately $20,100 or 57%
and  $40,700 or 63% for the three  months and six months  ended June 30, 1999 as
compared to the same periods in 1998  primarily  as a result of increased  legal
fees relating to the Tender Offer discussed in Note 5.

Professional and administrative  expenses - affiliated  decreased $12,600 or 24%
and  $22,900 or 21% for the three  months and six months  ended June 30, 1999 as
compared to the same periods in 1998.  These  decreases are primarily due to the
decreased salary expenses  allocated from NTS Development  Company following the
sales  of  University   Business  Center  Phases  I  and  II.  Professional  and
administrative   expenses  -  affiliated  are  expenses  incurred  for  services
performed by employees of NTS Development  Company,  an affiliate of the General
Partner, on behalf of the Partnership.

Depreciation  and  amortization  decreased  approximately  $176,600  or 47%  and
$398,200  or 50% for the three  months  and six months  ended  June 30,  1999 as
compared to the same periods in 1998.  The decrease is the result of the sale of
University  Business  Center  Phases I and II in October 1998.  Depreciation  is
computed using the  straight-line  method over the estimated useful lives of the
assets which are 5-30 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
$27,526,096.

Consolidated Cash Flows and Financial Condition
-----------------------------------------------

In the next 12 months, the Partnership expects the demand on future liquidity to
increase as a result of future leasing activity at Commonwealth  Business Center
Phase II and Lakeshore Business Center Phases I and II. 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.


                                      -16-

<PAGE>

Consolidated Cash Flows and Financial Condition - continued
-----------------------------------------------------------

Cash flow provided by (used in):

                                             1999                      1998
                                             ----                      ----


Operating activities                    $   521,236                $  1,063,275

Investing activities                        (61,005)                   (269,689)

Financing activities                     (1,803,071)                   (560,700)
                                          ---------                   ----------

Net increase (decrease) in
  cash and equivalents                  $(1,342,840)               $    232,886
                                          =========                   ==========

Net cash provided by operating  activities decreased  approximately  $542,000 or
51% for the six months  ended June 30,  1999 as  compared  to the same period in
1998.  The  decrease  was  primarily  driven by a decrease  in net  income  from
operations as a result of the sale of University Business Center Phases I and II
in October 1998 and by changes in working capital accounts.

Net cash used in investing  activities  totaled $(61,005) and $(269,689) for the
six months ended June 30, 1999 and 1998, respectively. The decrease in cash used
in investing activities in 1999 was the result of decreased capital spending.

Net cash used in financing  activities  totaled  $1,803,071 and $560,700 for the
six months ended June 30, 1999 and 1998, respectively.  The increase in net cash
used in financing  activities  in 1999 was  primarily the result of a $1,252,000
cash distribution paid to the Limited Partners in March 1999. Cash used for this
distribution  came from the proceeds of the sale of University  Business  Center
Phases I and II in October of 1998.

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally Accepted Accounting Principle basis for the six
months ended June 30,  1999.  No  distributions  were made during the six months
ended June 30,  1998.  These were  funded by cash flow  derived  from  operating
activities.


                                              Cash
                        Net Income        Distributions           Return of
                    (Loss) Allocated        Declared               Capital
                    ----------------        --------               -------


Limited Partners:

        1999            $ (26,863)        $ 1,252,275           $ 1,252,275

        1998                   --                  --                    --

General Partners:

        1999            $    (272)        $    12,649           $    12,649
        1998                   --                  --                    --

The  Partnership  has  no  material   commitments  for  renovations  or  capital
improvements on existing properties as of June 30, 1999.

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. For
the six months  ended June 30,  1999,  the  Partnership  funded  $123,000 to the
Reserve. Through June 30, 1999, the Partnership has repurchased a total of 2,482
Units for $400,830 at a price  ranging from $135 to $205 per Unit.  The offering
price per Unit was established by the General Partner in its sole discretion and

                                      -17-

<PAGE>

Consolidated Cash Flows and Financial Condition - continued
-----------------------------------------------------------

does not purport to represent the fair market value or liquidation  value of the
Units.  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
June 30, 1999 was $0.

On June 25,  1999,  the  Partnership  commenced a Tender Offer to purchase up to
1,000 of the Partnership's  limited  partnership Units at a price of $167.50 per
Unit.  Although the  Partnership  believes that this price is  appropriate,  the
price of  $167.50  per  Unit may not  equate  to the  fair  market  value or the
liquidation  value of the Unit as of the offering date.  Approximately  $192,500
($167,500  to purchase  1,000  Units plus  approximately  $25,000  for  expenses
associated  with  administering  the offer) is required  to  purchase  all 1,000
Units. The offer states that the Partnership will purchase up to the first 1,000
Units  tendered and will fund its purchases and its portion of the expenses from
cash reserves.  Units acquired by the Partnership  will be retired.  The General
Partner,  NTS-Properties Associates V, will not participate in the Tender Offer.
The Tender Offer will expire on August 31, 1999 unless extended.

On  October  25,  1998,  the  Partnership  and  ORIG,  LLC an  affiliate  of the
Partnership,  (the "Offerors")  commenced a 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 Offering. The expiration date of the Offer was January 11, 1999.
A total of 2,458 Units were tendered and all Units tendered were accepted by the
Offerors.  The  Partnership  repurchased 600 Units and ORIG, LLC purchased 1,858
Units at a total cost of $503,890.

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 purchase price of $528,405.
The  Partnership  has a 79.45%  interest in the Joint Venture at that date.  The
Partnership  expects to use the net  proceeds  from the sale of the land to help
fund the construction of Lakeshore Business Center Phase III as described below.

As of June 30, 1999 the L/U II Joint  Venture  intends to use the  remaining 3.8
acres  of the  land it owns at the  Lakeshore  Business  Center  Development  to
construct Lakeshore Business Center Phase III. Construction is expected to begin
during 1999. The construction  cost is currently  estimated to be $4,000,000 and
will  be  funded  by a  capital  contribution  from  the  Partnership  and  debt
financing.  Construction  will not begin  until,  in the  opinion of the General
Partner,  financing  on  favorable  terms has been  obtained.  On June 30, 1999,
NTS-Properties  V contributed  capital of $1,737,000 to the L/U II Joint Venture
for the  construction of the Lakeshore  Business Center Phase III. At that time,
NTS-Properties  Plus and NTS-Properties IV, were not in a position to contribute
additional  capital required for the  construction of Lakeshore  Business Center
Phase III.  NTS-Properties Plus and NTS-Properties IV agreed that NTS-Properties
V would  make a  capital  contribution  to the L/U II  Joint  Venture  with  the
knowledge that their Joint Venture interests would, as a result, decrease.

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. 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.

Leases  at the  Partnership's  commercial  properties  provide  for  tenants  to
contribute toward the payment of common area expenses, insurance and real estate

                                      -18-

<PAGE>

Consolidated Cash Flows and Financial Condition - continued
-----------------------------------------------------------

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.

Year 2000
---------

All divisions of NTS  Corporation,  including  NTS-Properties  Associates V, the
General  Partner of the  Partnership,  are  reviewing  the effort  necessary  to
prepare  NTS'  information  systems  (IT) and  non-information  technology  with
embedded technology (ET) for the Year 2000. The information technology solutions
have been addressed  separately for the Year 2000 since the  Partnership saw the
need to move to more advanced  management and accounting  systems made available
by new technology and software developments during the decade of the 1990's.

The PILOT software system, purchased in the early 1990's, is being replaced by a
windows-based  network  system both for NTS'  headquarters  functions  and other
locations.  The real estate accounting system developed,  sold, and supported by
the Yardi Company of Santa Barbara,  California  will replace  PILOT.  The Yardi
system has been tested and is compatible with Year 2000 and beyond.  This system
is being  implemented  with the help of third  party  consultants  and should be
fully  operational  by the third quarter of 1999.  NTS' system for  multi-family
apartment  locations was  converted to GEAC's Power Site System  earlier in 1998
and is Year 2000 compliant.

The few remaining systems not addressed by these conversions are being modified
by the company's in-house staff of programmers. The Hewlett Packard 3000 system,
used for PILOT and custom  applications,  was purchased in 1997 and will be part
of the new network.  It will be retained as long as  necessary to assure  smooth
operations and has been upgraded to meet Year 2000 requirements.

All risks identified with information technology are believed to be addressed by
these plans.

The cost of these advances in NTS' systems technology is not all attributable to
the Year 2000  issue  since  NTS had  already  identified  the need to move to a
network based system regardless of the Year 2000. The Partnership's share of the
costs involved will be approximately $50,000 during 1999. Costs incurred through
December 31, 1998 were  approximately  $10,000.  These costs  include  primarily
hardware and software.

NTS  property  management  staff has been  surveying  its  vendors  to  evaluate
embedded technology in its alarm systems,  HVAC controls,  telephone systems and
other  computer  associated  facilities.  In a few  cases,  equipment  is  being
replaced. In some cases circuitry is being upgraded.  The cost involved is still
being evaluated. There are no known significant risks that are currently without
solutions.  Management  anticipates that applications  involving ET will be Year
2000 compliant by the third quarter of 1999.

NTS is also currently  addressing the Year 2000 readiness of third parties whose
business interruption could have a material negative impact on its business. All
significant  vendors and tenants have  indicated  that they will be compliant by
the end of 1999. Such assurances are being evaluated and documented.

Management has determined that at its current state of readiness,  the need does
not presently  exist for a contingency  plan.  NTS will continue to evaluate the
need for such a plan.

Despite diligent preparation,  unanticipated third-party failures,  inability of
NTS tenants to pay rent when due, more general public infrastructure failures or
failure to successfully conclude NTS remediation efforts as planned could have a
material  adverse  impact on NTS  results of  operations,  financial  conditions
and/or cash flows in 1999 and beyond.

                                      -19-

<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------

Our primary  market risk  exposure  with  regards to  financial  instruments  is
changes in interest  rates.  All of the  Partnership's  debt bears interest at a
fixed  rate.  At June 30,  1999,  a  hypothetical  100 basis  point  increase in
interest rates would result in an  approximately  $275,000  decrease in the fair
value of the debt.

                                      -20-

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PART II.  OTHER INFORMATION

3.     Defaults upon Senior Securities
       -------------------------------

       None

5.     Other Information
       -----------------

       In  anticipation  of retirement,  Mr. Richard Good, the Vice Chairman and
       former President of NTS Capital Corporation and NTS Development  Company,
       has begun to decrease his  responsibilities  with the Partnership and its
       affiliates.  In conjunction with Mr. Good's  decreased  responsibilities,
       Mr. Brian Lavin was appointed  President and Chief  Operating  Officer of
       NTS Development Company and NTS Capital Corporation in February, 1999.

6.     Exhibits and Reports on Form 8-K
       --------------------------------

          (a)  Exhibits

                 Exhibit 27. Financial Data Schedule

          (b)    Reports on Form 8-K

                 None.

Items 1, 2 and 4 are not applicable and have been omitted.

                                      -21-


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  NTS-Properties  V 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
                                           -------------------------------------
                                           Gregory A. Wells
                                           Executive Vice President
                                           of NTS Capital Corporation



Date: September 2, 1999

                                      -22-

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