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          March 31, 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 March 31, 1997 and December 31, 1996              3

            Statements of Operations
              For the three months ended March 31, 1997 and 1996      4

            Statements of Cash Flows
              For the three months ended March 31, 1997 and 1996      5

            Notes To Financial Statements                           6-8

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                  9-18


                                     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>



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
                                               March 31, 1997  December 31, 1996*
                                               --------------  -----------------
ASSETS

<S>                                             <C>             <C>        
Cash and equivalents                            $   243,683       $   315,816
Cash and equivalents - restricted                   205,480            84,992
Accounts receivable, net of allowance
 for doubtful accounts of $15,899 (1997)
 and (1996)                                         484,671           517,267
Land, buildings and amenities, net               24,678,273        24,972,650
Asset held for development, net                   2,240,635         2,279,098
Asset held for sale                               1,152,868         1,152,868
Other assets                                      1,026,431         1,011,565
                                                -----------       -----------

                                                $30,032,041       $30,334,256
                                                ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages and note payable                      $22,428,520       $22,688,331
Accounts payable - operations                       341,306           256,451
Accounts payable - construction                     181,447           215,059
Security deposits                                   163,800           152,931
Other liabilities                                   184,944            39,865
                                                -----------       -----------

                                                 23,300,017        23,352,637

Commitments and Contingencies

Partners' equity                                  6,732,024         6,981,619
                                                -----------       -----------

                                                $30,032,041       $30,334,256
                                                ===========       ===========
</TABLE>
<TABLE>
<CAPTION>

                                      Limited          General
                                     Partners          Partner         Total
                                     --------          -------         -----
PARTNERS' EQUITY
<S>                                <C>             <C>             <C>
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                (247,100)         (2,496)       (249,596)
Cash distributions declared to
 date                               (15,389,204)       (155,528)    (15,544,732)
Repurchase of limited
 partnership Units                     (136,680)           --          (136,680)
                                   ------------    ------------    ------------

Balances at March 31, 1997         $  6,856,480    $   (124,456)   $  6,732,024
                                   ============    =============    ============
</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
                                                              March 31,
                                                       ---------------------

                                                      1997              1996
                                                  ------------      ------------
Revenues:
<S>                                                <C>              <C>        
 Rental income                                     $ 1,355,746      $ 1,391,314
 Interest and other income                               6,577            4,161
                                                   -----------      -----------

                                                     1,362,323        1,395,475
Expenses:
 Operating expenses                                    277,992          252,141
 Operating expenses - affiliated                       160,830          135,966
 Amortization of capitalized leasing
  costs                                                  5,203             --
 Interest expense                                      442,606          540,524
 Management fees                                        82,857           85,699
 Real estate taxes                                     139,998          134,449
 Professional and administrative
  expenses                                              27,767           26,087
 Professional and administrative
  expenses - affiliated                                 56,350           42,506
 Depreciation and amortization                         418,316          428,017
                                                   -----------      -----------

                                                     1,611,919        1,645,389
                                                   -----------      -----------

Net loss                                           $  (249,596)     $  (249,914)
                                                   ===========      ===========

Net loss allocated to the limited
 partners                                          $  (247,100)     $  (247,415)
                                                   ===========      ===========

Net loss per limited partnership unit              $     (7.03)     $     (6.90)
                                                   ===========      ===========

Weighted average number of limited
 partnership units                                      35,136           35,876
                                                   ===========      ===========

</TABLE>

                                      - 4 -

<PAGE>

<TABLE>


                                NTS-PROPERTIES V,
                         A Maryland Limited Partnership

                            STATEMENTS OF CASH FLOWS

<CAPTION>


                                                           Three Months Ended
                                                                March 31, 

                                                           1997         1996
                                                      ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                  <C>            <C>         
Net loss                                             $  (249,596)   $  (249,914)
Adjustments to reconcile net loss to net cash
 provided by operating activities:
  Amortization of capitalized leasing costs                5,203           --
  Depreciation and amortization                          418,316        428,017
  Changes in assets and liabilities:
   Cash and equivalents - restricted                    (120,488)      (142,352)
   Accounts receivable                                    32,596         61,321
   Other assets                                          (29,939)      (123,512)
   Accounts payable - operations                          84,855         42,532
   Security deposits                                      10,869          2,910
   Other liabilities                                     145,079        131,864
                                                     -----------    -----------

  Net cash provided by operating activities              296,895        150,866
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities              (109,217)      (123,127)
Decrease in cash and equivalents - restricted               --           13,721
                                                     -----------    -----------

  Net cash used in investing activities                 (109,217)      (109,406)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in mortgage and note payable                       --        6,500,000
Principal payments on mortgages and notes payable       (259,811)    (6,517,218)
Additions to loan costs                                     --          (41,823)
                                                     -----------    -----------

  Net cash used in financing activities                 (259,811)       (59,041)
                                                     -----------    -----------

  Net decrease in cash and equivalents                   (72,133)       (17,581)

CASH AND EQUIVALENTS, beginning of period                315,816        218,331
                                                     -----------    -----------

CASH AND EQUIVALENTS, end of period                  $   243,683    $   200,750
                                                     ===========    ===========

Interest paid on a cash basis                        $   449,466    $   553,035
                                                     ===========    ===========
</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 ended March 31, 1997 and 1996.

1.    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.

2.    Mortgages and Note Payable
      --------------------------

      Mortgages and note payable consist of the following:


                                                  March 31,      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               $  4,806,603      $  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                  4,048,272         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                  3,880,293         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                  3,762,709         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                                     2,881,555         2,893,401

     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                                     1,720,331         1,727,404

     Note payable to a bank, bearing
     interest at the Prime Rate, due
     February 1, 2009, secured by land
     and building                                  1,328,757         1,345,687
                                                  ------------      ------------

                                                 $ 22,428,520      $ 22,688,331
                                                  ============      ============


                                      - 6 -

<PAGE>


2.   Mortgages and Notes Payable - Continued
     ---------------------------------------

      The Prime Rate was 8.5% at March 31, 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 $23,900,000.

3.    Related Party Transactions
      --------------------------

      Pursuant to an agreement with the Partnership, property management fees of
      $82,857 and $85,699  for the three  months  ended March 31, 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  $5,981  and $2,356 as a repair  and  maintenance  fee during the
      three  months  ended  March  31,  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 three months ended
      March 31,  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             $  71,553      $  58,879
               Leasing                       73,647         70,392
               Property manager              93,389         77,235
               Other                            623            412
                                           --------       --------
                                          $ 239,212      $ 206,918
                                           ========       ========


4.  Commitment 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 is 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 has
      received  notice  that Crosby does 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 has




                                      - 7 -

<PAGE>



4.    Commitment and Contingencies - Continued
      ----------------------------------------

      instituted legal action to seek resolution 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  are being 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 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.


                                      - 8 -

<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 March 31 were as
follows:


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

Commonwealth Business Center Phase II               56%              67%

University Business Center Phase I                 100%              95%

Property Owned in Joint Venture
with NTS-Properties IV (Ownership
% at March 31, 1997)

The Willows of Plainview Phase II (90%)             86%              97%

Properties Owned Through Lakeshore/
University II Joint Venture (L/U II
Joint Venture) (Ownership % at March
31, 1997)

Lakeshore Business Center Phase I (69%)             95%              97%

Lakeshore Business Center Phase II (69%)            94%              72%

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

The rental and other income  generated by the  Partnership's  properties for the
three months ended March 31, 1997 and 1996 was as follows:


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

Commonwealth Business Center Phase II            $ 140,828     $ 125,735

University Business Center I                     $ 389,419     $ 362,807

Property Owned in Joint Venture with
NTS-Properties IV (Ownership % at March
31, 1997)

The Willows of Plainview Phase II (90%)          $ 288,546     $ 281,652

Property Owned Through Lakeshore/
University II Joint Venture (L/U II
Joint Venture) (Ownership % at March
31, 1997)

Lakeshore Business Center Phase I (69%)          $ 244,909     $ 237,135

Lakeshore Business Center Phase II (69%)         $ 229,859     $ 181,691

University Business Center Phase II (69%)        $  65,196     $ 205,053

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


                                      - 9 -

<PAGE>



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

The 11%  decrease in  occupancy at  Commonwealth  Business  Center Phase II from
March 31, 1996 to March 31, 1997 is a result of four tenant move-outs, totalling
23,600 square feet.  Included in this total are three tenants  totalling  22,000
square feet,  which vacated at the end of the lease term. The other tenant,  who
had occupied  approximately 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.  Partially  offsetting  the  move-outs are three new leases for
approximately  17,400  square feet.  Included in this total is a five year lease
for  approximately  14,000 square feet.  Average  occupancy for the three months
ended March 31 increased  from 67% (1996) to 77% (1997).  The increase in rental
and other income at  Commonwealth  Business Center Phase II for the three months
ended  March 31,  1997 as compared to the same period 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.

Subsequent to March 31, 1997, a lease for  approximately  11,300 square feet was
signed at  Commonwealth  Business  Center  Phase II. The tenant  took  occupancy
during the second quarter of 1997.  With this new lease,  the Business  Center's
occupancy  has  improved to 75%.  There are no material  commitments  for tenant
improvements  connected with this lease.  The Partnership will actively seek new
tenants to occupy the remaining  vacant space. At this time, the extent and cost
of the tenant improvements required to attract new tenants is unknown.

The 5% increase in occupancy at  University  Business  Center Phase I from March
31,  1996  to  March  31,  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,  represents a tenant who 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 the  Partnership 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 ended March 31 increased  from 95% (1996) to
99% (1997).  The  increase  in rental and other  income at  University  Business
Center Phase I for the three months ended March 31, 1997 as compared to the same
period in 1996 is primarily due to the increase in average occupancy.

The Willows of Plainview Phase II's occupancy decreased from 97% as of March 31,
1996 to 86% as of March 31, 1997.  Average occupancy  decreased from 96% for the
three  months  ended March 31,  1996 to 89% for the same period in 1997.  In the
opinion of the General Partner of the Partnership,  the decrease in occupancy at
the Willows of Plainview  Phase II is only a temporary  fluctuation and does not
represent  a downward  occupancy  trend.  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.










                                     - 10 -

<PAGE>



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

The increase in rental and other income at The Willows of Plainview Phase II for
the three  months ended March 31, 1997 as compared to the same period in 1996 is
primarily  due to an  increase  in  income  from  fully  furnished  units and an
increase in rental rates partially offset by the decrease in average  occupancy.
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 March 31,
1996 to March 31, 1997 can be  attributed  to five tenants  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 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 six new
leases totalling  approximately  7,300 square feet and an expansion by a current
tenant of its existing space totalling 1,000 square feet.  Average occupancy for
the three months ended March 31 decreased  from 98% in 1996 to 94% in 1997.  The
increase in rental and other income at Lakeshore Business Center Phase I for the
three  months ended March 31, 1997 as compared to the same period in 1996 is due
primarily  to an increase in common area  expense  reimbursements  and the lease
termination fee received in the first quarter of 1997 (discussed  above).  There
was no similar fee received in the first quarter of 1996.  Partially  offsetting
the increase in rental and other income at Lakeshore  Business Center Phase I is
the decrease in average occupancy.

As of March 31, 1997 Lakeshore  Business Center Phase I has approximately  2,000
square  feet of  additional  space  leased to a current  tenant.  The  tenant is
expected  to take  occupancy  during  the second  quarter of 1997.  With the new
lease, the business center's  occupancy should improve to 97%. See the Liquidity
and  Capital  Resources  section of this item for the tenant  finish  commitment
relating to this lease.

The 22% increase in occupancy at Lakeshore  Business  Center Phase II from March
31,  1996 to March 31,  1997 can be  attributed  to seven new  leases  totalling
approximately 24,400 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 a 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 for
the three months  ended March 31 from 72% (1996) to 91% (1997).  The increase in
rental and other  income at  Lakeshore  Business  Center  Phase II for the three
months ended March 31, 1997 as compared to the three months ended March 31, 1996
is due primarily to the increase in average occupancy.






                                     - 11 -

<PAGE>



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

Philip Crosby  Associates,  Inc,  ("Crosby")  has leased 100% of the  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
March 31, 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 ended March 31, 1997 as compared to the same period 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.  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 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 three
months ended March 31, 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 decreased  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  increase in interest  and other income for the three months ended March 31,
1997 as compared to the same period in 1996 is due primarily to the forfeit of a
deposit in 1997 (recorded as other income) which had been received in connection
with a  contract  for the  sale of a  parcel  of land  owned by the L/U II Joint
Venture.  The contract for sale was  cancelled by the  purchaser due to the fact
that bids for  construction  exceeded their  borrowing  potential.  There was no
similar income in the 1996 period.

The increase in operating  expenses for the three months ended March 31, 1997 as
compared to the same period in 1996 is primarily  the result of increased  legal
fees at  Lakeshore  Business  Center  Phase I and  increased  carpet  and  vinyl
replacement costs at the Willows of Plainview Phase II.

The increase in operating expenses - affiliated for the three months ended March
31, 1997 as compared to the same period in 1996 is due  primarily  to  increased
leasing costs at Commonwealth  Business  Center Phase II and increased  property
management costs at all of the Partnership's  properties except for Commonwealth
Business Center Phase II. Operating  expenses  affiliated are expenses  incurred
for services performed by employees of NTS Development  Company, an affiliate of
the General Partner of the Partnership.

                                     - 12 -

<PAGE>




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

The increase in the  amortization  of  capitalized  leasing  costs for the three
months  ended  March  31,  1997 as  compared  to the same  period in 1996 is due
primarily to the addition of special  tenant  allowances  at Lakeshore  Business
Center Phase II and University Business Center Phase I since March 31, 1996.

The  decrease in interest  expense for the three  months ended March 31, 1997 as
compared  to the same  period  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 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  increase in real estate  taxes for the three months ended March 31, 1997 as
compared to the same period in 1996 is primarily a result of increased  property
assessments for Lakeshore Business Center Phase I and University Business Center
Phases I and II.

The change in  professional  and  administrative  expenses  for the three months
ended March 31, 1997 as compared to the same period in 1996 was not significant.

The increase in professional  and  administrative  expenses - affiliated for the
three  months  ended  March 31,  1997 as  compared to the same period 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 ended
March 31, 1997 as compared to the same period 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 $296,895 and $150,866 for the three
months ended March 31, 1997 and 1996, respectively. No distribution was declared
during  the last  nine  months  of 1994  and all of 1995 as a  result  of a loan
covenant  pursuant to a 1993 loan agreement  which  required the  Partnership to
have  $500,000  remaining  in cash or cash  equivalents  (excluding  residential
security  deposits and cash escrowed with a lending  institution for the payment
of  property  taxes)  following a  distribution.  The loan was repaid in January
1996.  No  distributions  were  declared  during 1996 or during the three months
ended March 31, 1997. 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 March  31) were  $243,683  and  $200,750  at March  31,  1997 and 1996,
respectively.

                                     - 13 -

<PAGE>



Liquidity and Capital Resources - Continued
-------------------------------------------

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 March 31,  1997,  the  Partnership  had a mortgage  loan with an insurance
company in the amount of  $4,806,603.  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.

As of March 31, 1997,  the L/U II Joint Venture had three mortgage loans with an
insurance company.  The outstanding balances of the loans at March 31, 1997 were
$5,847,568,  $5,604,931 and $5,435,084 for a total of $16,887,583. The loans are
recorded as a liability of the Joint Venture.  The  Partnership's  proportionate
share in the loans at March 31, 1997 was  $4,048,272,  $3,880,293 and $3,762,709
respectively, for a total of $11,691,274. 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 March 31, 1997, The Willows of Plainview  Phase II, had two mortgage loans
each with an insurance  company in the amount of $3,208,859 and $1,915,736.  The
mortgages are recorded as a liability of the Joint  Venture.  The  Partnership's
proportionate  share of the  mortgages  as of  March  31,  1997  was  $4,601,886
($2,881,555 and $1,720,331).  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 March 31,  1997,  the  Partnership  had a note  payable with a bank in the
amount of $1,328,757.  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

                                     - 14 -

<PAGE>



Liquidity and Capital Resources - Continued
-------------------------------------------

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  and  principal
payments on mortgages and notes  payable.  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 three  months ended
March  31,  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.

As of March  31,  1997,  the  Partnership  has  accrued  approximately  $160,000
(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  has  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 March 31, 1997
represents  payables  that are a result of tenant  finish  improvements.  Tenant
finish  improvements  are a typical part of any lease  negotiation.  None of the
Partnership's properties were in the construction stage as of March 31, 1997.

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. During 1994, 1995 and 1996, Crosby sub-leased a portion
of the business  center.  Currently,  Crosby has  sub-leased  through the end of
their 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 has received notice that
Crosby does 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  has  instituted  legal  action to seek  resolution  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  are being 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  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



                                     - 15 -

<PAGE>



Liquidity and Capital Resources - Continued
-------------------------------------------

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.

As of March 31, 1997, the L/U II Joint Venture had a commitment of approximately
$55,000 for tenant finish improvements at Lakeshore Business Center Phase I as a
result of a lease renewal and  expansion.  The expansion  increases the tenant's
current leased space by approximately  2,000 square feet and the renewal extends
the  lease  for  five  years.  The  Partnership's  proportionate  share  of  the
commitment  is  approximately  $38,000 or 69%.  The  project is  expected  to be
completed  during  the  second  quarter  of 1997.  The  source of funds for this
project is expected to be cash flow from operations and/or cash reserves.

The  Partnership  had no other material  commitments  for renovations or capital
improvements at March 31, 1997.

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.



                                     - 16 -

<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  $2,240,635  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 March 31,  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.




                                     - 17 -

<PAGE>



Liquidity and Capital Resources - Continued
--------------------------------------------

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
                 March 31, 1997.






                                     - 19 -

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



Date:    May 12, 1997
         


                                     - 20 -

<PAGE>