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, 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 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, 1999 and December 31, 1998                      3

            Statements of Operations
              For the three months ended March 31, 1999 and 1998              4

            Statements of Cash Flows
              For the three months ended March 31, 1999 and 1998              5

            Notes To Financial Statements                                  6-10

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                         11-18


                                     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, 1999       December 31, 1998*
                                         --------------       ------------------
ASSETS
------
<S>                                      <C>                   <C>    
Cash and equivalents                     $  3,419,294          $  4,543,666
Cash and equivalents - restricted             155,137               208,682
Accounts receivable, net of allowance
 for doubtful accounts of $4,678
 for 1999 and 1998                            120,918                77,560
Land, buildings and amenities, net         14,719,958            14,847,989
Asset held for development or sale          1,737,219             1,953,868
Other assets                                  474,753               409,580
                                          ------------          -----------

                                         $ 20,627,279          $ 22,041,345
                                          ============          ===========

LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Mortgages and note payable               $ 11,278,515          $ 11,450,225
Accounts payable - operations                 214,664               116,056
Accounts payable - construction                28,446                47,150
Distribution payable                           12,649                  --
Security deposits                             132,785               124,309
Other liabilities                             186,045               111,897
                                          ------------          -----------

                                           11,853,104            11,849,637

Commitments and Contingencies (Note 10)

Partners' equity                            8,774,175            10,191,708
                                          ------------          -----------

                                         $ 20,627,279          $ 22,041,345
                                          ============          ===========
</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    (4,598,435)          67,349       (4,531,086)
Net loss - current year               (29,313)            (296)         (29,609)
Cash distributions declared to
 date                             (16,641,480)        (168,177)     (16,809,657)
Repurchase of limited
 partnership Units                   (437,610)            --           (437,610)
                                  ------------      -----------     ------------

Balances at March 31, 1999       $  8,875,199      $  (101,024)    $  8,774,175
                                  ============      ===========      ===========

*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
                                                        March 31,
                                                        ---------
                                                 1999                  1998
                                              -----------          -----------
<S>                                           <C>                  <C>  
Revenues:
 Rental income                                $  935,185           $ 1,587,372
 Interest and other income                        50,048                11,003
                                               ----------            ----------

                                                 985,233             1,598,375
Expenses:
 Operating expenses                              208,661               298,304
 Operating expenses - affiliated                 133,756               134,987
 Write-off of unamortized building costs           9,833                  --
 Amortization of capitalized leasing costs         3,323                 3,703
 Interest expense                                220,531               429,816
 Management fees                                  52,367                93,623
 Real estate taxes                                93,050               145,457
 Professional and administrative expenses         50,414                29,170
 Professional and administrative expenses -
  affiliated                                      46,150                57,093
 Depreciation and amortization                   196,757               418,335
                                               ----------            ----------

                                               1,014,842             1,610,488
                                               ----------            ----------

Net loss                                      $  (29,609)           $  (12,113)
                                               ==========            ==========

Net loss allocated to the limited partners
                                              $  (29,313)           $  (11,992)
                                               ==========            ==========

Net loss per limited partnership unit         $     (.87)           $     (.34)
                                               ==========            ==========

Weighted average number of limited
 partnership units                                33,674                35,136
                                               ==========            ==========
</TABLE>


                                      - 4 -

<PAGE>


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

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

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

                                                     Three Months Ended
                                                          March 31,
                                                          ---------
                                                 1999                   1998
                                             ------------           ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                          <C>                    <C>   
Net loss                                     $   (29,609)           $   (12,113)
Adjustments to reconcile net loss to net cash
 provided by operating activities:
  Provision for doubtful accounts                  4,678                   --
  Write-off of unamortized building costs          9,833                   --
  Amortization of capitalized leasing costs        3,323                  3,703
  Depreciation and amortization                  196,757                418,335
  Changes in assets and liabilities:
   Cash and equivalents - restricted             (69,455)              (131,940)
   Accounts receivable                           (48,036)               (99,578)
   Other assets                                  (72,446)                (7,497)
   Accounts payable - operations                  98,608                 73,755
   Security deposits                               8,476                 (5,270)
   Other liabilities                              74,147                182,926
                                              -----------            -----------

  Net cash provided by operating activities      176,276                422,321
                                              -----------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities       (93,311)               (87,766)
Proceeds from sale of asset                      216,649                   --
                                              -----------            -----------

  Net cash provided by (used in) investing
   activities                                    123,338                (87,766)
                                              -----------            -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in mortgages and note payable              --                  200,000
Principal payments on mortgages and note
 payable                                        (171,710)              (287,524)
Decrease in loan costs                              --                   11,474
Cash distribution                             (1,264,925)                  --
Distribution payable                              12,649                   --
Repurchase of Limited Partnership Units         (123,000)                  --
Cash and equivalents - restricted                123,000                (30,000)
                                              -----------            -----------

  Net cash used in financing activities       (1,423,986)              (106,050)
                                              -----------            -----------

  Net increase (decrease) in cash and
   equivalents                                (1,124,372)               228,505

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

CASH AND EQUIVALENTS, end of period          $ 3,419,294            $   701,867
                                              ===========            ===========

Interest paid on a cash basis                $   221,821            $   429,509
                                              ===========            ===========
</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 ended March 31, 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. For the three months ending March 31, 1999,
       the Partnership funded  $123,000 to the Reserve.  Through March 31, 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 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 March 31, 1999 was $0.

5.     Tender Offer
       ------------

       On October 13, 1998, the Partnership  and ORIG,  LLC, an affiliate of the
       Partnership, commenced  a  Tender  Offer to  purchase  up to 1,200 of the
       Partnership's limited  partnership  Units at a price  of $205  per  Unit.
       Although the  Partnership  and ORIG,  LLC  believes  that  this  price is
       appropriate, the price of $205 per Unit may not equate to the fair market
       value or the liquidation value of the Unit as of the offering date. The

                                      - 6 -

<PAGE>



5.     Tender Offer - Continued
       ------------------------

       offer stated  that the  Partnership  would  purchase  the first 600 Units
       tendered  and  would  fund  its purchases and its portion of the expenses
       from cash reserves. Units acquired by the Partnership were retired. Units
       acquired by ORIG, LLC are held by it. The General Partner, NTS-Properties
       Associates V, did not participate  in the Tender Offer.  The Tender Offer
       expired  on January  11, 1999 at which  time  2,458  Units were  tendered
       pursuant to the Offer. The Partnership repurchased 600 Units at a cost of
       $123,000 and ORIG, LLC purchased 1,858 Units at a cost of $380,890.

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

       Mortgages and note payable consist of the following:


                                                     March 31,      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               $  3,580,216     $  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                  3,327,669        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                       2,736,357        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      1,634,273        1,653,217

                                                  $ 11,278,515     $ 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 $11,500,000.

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 period ended March 31, 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
      $52,367 and $93,623  for the three  months  ended March 31, 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  $3,221 and  $16,390 as a repair and  maintenance  fee during the
      three  months  ended  March  31,  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 three months ended
      March 31,  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                  $  55,524              $  70,471
         Leasing                            68,600                 35,262
         Property manager                   73,288                 88,590
         Other                              10,049                  3,217
                                          --------               --------
                                         $ 207,461              $ 197,540
                                          ========               ========

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
      contract for 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.   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

                                      - 8 -

<PAGE>




11.   Segment Reporting - Continued
      -----------------------------

      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  March  31,  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>
                                      Three Months ended March 31, 1999

                               Residential         Commercial           Total
                               -----------         ----------           -----
<S>                            <C>                 <C>               <C>  

Rental Income                  $   317,957         $   617,228       $   935,185
Other Income                         1,695              21,622            23,317
                                ----------          ----------        ----------

Total Net Revenues                 319,652             638,850           958,502

Operating Expenses                 108,553             233,864           342,417
Write-off of Unamortized
 Building Improvements               9,833                --               9,833
Amortization of Capitalized
 Leasing Costs                        --                 3,323             3,323
Interest Expense                    78,572             141,959           220,531
Management Fees                     16,189              36,178            52,367
Real Estate Taxes                   13,028              73,638            86,666
Depreciation Expense                47,680             137,872           185,552
                                ----------          ----------        ----------

Net Income (Loss)              $    45,797         $    12,016       $    57,813
                                ==========          ==========        ==========
</TABLE>

<TABLE>
<CAPTION>
                                      Three Months ended March 31, 1998

                               Residential         Commercial           Total
                               -----------         ----------           -----
<S>                            <C>                 <C>               <C> 
Rental Income                  $   293,181         $ 1,294,191(1)    $ 1,587,372
Other Income                         1,603               5,491             7,094
                                ----------          ----------        ----------

Total Net Revenues                 294,784           1,299,682         1,594,466

Operating Expenses                 112,478             320,811(2)        433,289
Amortization of Capitalized
 Leasing Costs                        --                 3,703             3,703
Interest Expense                    87,243             226,574           313,817
Management Fees                     14,748              78,875            93,623
Real Estate Taxes                   13,091             125,707           138,798
Depreciation Expense                45,907             319,642           365,549
                                ----------          ----------        ----------

Net Income (Loss)              $    21,317         $   224,370       $   245,687
                                ==========          ==========        ==========
</TABLE>
(1) 1998 rental income  includes  $391,590 and $140,030 revenues from University
    Phase I and II respectively.

(2) 1998 Operating  expenses  include $68,755 and $29,042 expense for University
    Phase I and II respectively.

                                      - 9 -

<PAGE>



11. Segment Reporting - Continued
---------------------------------

A  reconciliation  of the totals  reported  for the  operating  segments  to the
applicable  line items in the  consolidated  financial  statements for the three
months ended March 31, 1999 and 1998 is necessary given amounts  recorded at the
Partnership  level and not  allocated to the operating  properties  for internal
reporting purposes:


                                                 1999                   1998
                                                 ----                   ----
NET REVENUES
------------
 Total revenues for reportable segments     $   958,502            $ 1,594,466
 Other income for partnership                    59,477                 20,962
 Eliminations                                   (32,746)               (17,053)
                                             -----------            -----------

Total consolidated net revenues             $   985,233            $ 1,598,375
                                             ===========            ===========

INTEREST EXPENSE
----------------
 Total interest expense for reportable
  segments                                  $   220,531            $   313,817
 Interest expense for partnership                  --                  115,999
 Eliminations                                      --                     --
                                             -----------            -----------

Total interest expense                      $   220,531            $   429,816
                                             ===========            ===========

REAL ESTATE TAXES
-----------------
 Total real estate taxes for reportable
  segments                                  $    86,666            $   138,798
 Real estate taxes for Partnership                6,384                  6,659
 Eliminations                                      --                     --
                                             -----------            -----------

Total real estate tax expense               $    93,050            $   145,457
                                             ===========            ===========

DEPRECIATION AND AMORTIZATION
-----------------------------
 Total depreciation and amortization
  for reportable segments                   $   185,552            $   365,549
 Depreciation and amortization for
  partnership                                     3,459                 49,715
 Eliminations                                     7,746                  3,071
                                             -----------            -----------

Total depreciation and amortization         $   196,757            $   418,335
                                             ===========            ===========

NET INCOME (LOSS)
-----------------
 Total net income (loss) for reportable
  segments                                  $    57,813            $   245,687
 Net income (loss) for partnership              (46,930)              (237,674)
 Eliminations                                   (40,492)               (20,126)
                                             -----------            -----------

Total net income (loss)                     $   (29,609)           $   (12,113)
                                             ===========            ===========






                                     - 10 -

<PAGE>


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

Managements  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 and our  cautionary
statements also follow. Management's analysis should be read in conjunction with
the financial statements in Item 1 and the cautionary statements below.

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

The  occupancy  levels at the  Partnership's  properties  as of March 31 were as
follows:

                                                 1999 (1)               1998
                                                 ----                   ----
Wholly-owned Properties
-----------------------

Commonwealth Business Center Phase II (2)         79%                    96%

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

Property Owned in Joint Venture
-------------------------------
with NTS-Properties IV (Ownership
---------------------------------
% at March 31, 1999)
--------------------

The Willows of Plainview Phase II (90%)           99%                    85%

Properties Owned Through Lakeshore/
-----------------------------------
University II Joint Venture (L/U II
-----------------------------------
Joint Venture) (Ownership % at March
------------------------------------
31, 1999)
---------

Lakeshore Business Center Phase I (69%)(2)        72%                    94%
Lakeshore Business Center Phase II (69%)(2)       85%                   100%
University Business Center Phase II(69%)(3)     N/A (3)                  99%

(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 March 31,  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
ended March 31, were as follows:


                                                  1999                  1998
                                               ---------             ----------
Wholly-owned Properties
-----------------------

Commonwealth Business Center Phase II (1)         79%                   86%

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



                                     - 11 -

<PAGE>

                                                  1999                  1998
                                               ---------             ----------
Property Owned in Joint Venture with
------------------------------------
NTS-Properties IV (Ownership % at March
---------------------------------------
31, 1999)
---------

The Willows of Plainview Phase II (90%)           94%                   86%

Property Owned Through Lakeshore/
---------------------------------
University II Joint Venture (L/U II
-----------------------------------
Joint Venture) (Ownership % at March
------------------------------------
31, 1999)
---------

Lakeshore Business Center Phase I (69%) (1)       79%                   94%
Lakeshore Business Center Phase II (69%) (1)      85%                  100%
University Business Center Phase II (69%) (2)   N/A (2)                 99%

(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 March 31, 1998. On October 6, 1998,
       University Business Center Phases I and II were sold.

The rental and other income  generated by the  Partnership's  properties for the
three months ended March 31, 1999 and 1998 was as follows:


                                                 1999                 1998
                                              ---------             ---------
Wholly-owned Properties
-----------------------

Commonwealth Business Center Phase II         $ 149,091             $ 160,570

University Business Center I                    N/A (1)             $ 392,276

Property Owned in Joint Venture with
------------------------------------
NTS-Properties IV (Ownership % at March
---------------------------------------
31, 1999)
---------

The Willows of Plainview Phase II (90%)       $ 319,652             $ 294,784

Property Owned Through Lakeshore/
---------------------------------
University II Joint Venture (L/U II
-----------------------------------
Joint Venture) (Ownership % at March
------------------------------------
31, 1999)
---------

Lakeshore Business Center Phase I (69%)       $ 241,076            $ 321,803
Lakeshore Business Center Phase II (69%)      $ 230,965            $ 284,799
University Business Center Phase II (69%)(2)    N/A (1)            $ 140,422

(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 ended March 31, 1999.

(2)    Ownership percentage at March 31, 1998.

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





                                     - 12 -

<PAGE>


The following is an analysis of material  changes in results of  operations  for
the periods  ending March 31, 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  $650,000 or 41% in 1999. The decrease is
due  primarily  to the sale of  University  Business  Center  Phases I and II in
October 1998.  Approximately  $392,000 and $140,000 of revenues from  University
Business  Center Phase I and II,  respectively  were generated  during the three
months ended March 31, 1998. Also  contributing to the decrease are decreases in
average  occupancy and common area maintenance  income at Commonwealth  Business
Center Phase II and Lakeshore Business Center Phase I and II and decreased lease
buyout income at Lakeshore Business Center Phase I.

Interest  and other  income  includes  interest  income  earned  from short term
investments  made  by  the  Partnership  with  cash  reserves.  Interest  income
increased  approximately  $39,000 or 355% in 1999 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 $89,600 or 30% in 1999 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.

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

Interest expense decreased  approximately $209,000 or 49% in 1999 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 44%  decrease in  management  fees in 1999 is
primarily  due to the  sale of  University  Business  Center  Phases I and II in
October 1998.

Real estate taxes decreased  approximately $52,000 or 36% in 1999 as a result of
the sale of University Business Center Phases I and II in October 1998.

Professional and administrative  expenses increased approximately $21,200 or 73%
in 1999  primarily  as a result of increased  legal fees  relating to the Tender
Offer discussed in Note 5.

Professional and administrative  expenses - affiliated  decreased  approximately
$11,000  or 19% in  1999  primarily  as a  result  of  decreased  salary  costs.
Professional and administrative  expenses - affiliated are expenses for services
performed by employees of NTS Development  Company,  an affiliate of the General
Partner.

Depreciation and amortization  decreased  approximately $222,000 or 53% in 1999.
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.


                                     - 13 -

<PAGE>

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

The majority of the Partnership's  cash flow is typically derived from operating
activities.  Cash flows provided by investing  activities in 1999 are the result
of the sale of a  portion  of the  University  Phase  III land  (see  Item 1 for
discussion of the sale). Cash flows used in investing  activities are for tenant
finish  improvements and for other capital additions and are funded by operating
activities and cash reserves.  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 financing  activities are from debt fundings.  Cash flows used
in financing activities are for loan costs,  principal payments on mortgages and
notes payable,  repurchases of limited  Partnership  Units and funds reserved by
the  Partnership  for the  repurchase of limited  Partnership  Units through the
Tender Offer or the Interest  Repurchase Reserve.  The Partnership  utilizes the
proportionate  consolidation  method of accounting for joint venture properties.
The Partnership's interest in the joint venture's assets, liabilities, revenues,
expenses  and  cash  flows  are  combined  on  a  line-by-line  basis  with  the
Partnership's own assets, liabilities, revenues, expenses and cash flows.

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. In addition, demand will
increase due to the intention of the Partnership to make a capital  contribution
to the L/U II Joint Venture for Lakeshore III construction  costs. 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.

Cash flow provided by (used in):

                                        1999                    1998
                                        ----                    ----
Operating activities               $    176,276             $    422,321
Investing activities                    123,338                  (87,766)
Financing activities                 (1,423,986)                (106,050)
                                    ------------              -----------
Net increase (decrease) in
 cash and equivalents              $ (1,124,372)            $    228,505
                                    ============              ==========


Net cash provided by operating  activities decreased  approximately  $246,000 or
58% in 1999. The decrease was primarily  driven by a decrease from operations as
a result of the sale of  University  Business  Center Phases I and II in October
1998.

Net cash  provided  by (used  in)  investing  activities  totaled  $123,338  and
$(87,766) in 1999 and 1998 respectively. The increase in investing activities in
1999 was primarily the result of the sale of a portion of the  University  Phase
III land (see Note 9).

Net cash used in financing  activities  totaled  $1,423,986 and $106,050 in 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.





                                     - 14 -

<PAGE>

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
three months ended March 31, 1999. No  distributions  were made during the three
months  ended  March 31,  1998.  These  were  funded by cash flow  derived  from
operating activities.



                                                    Cash
                            Net Income          Distributions         Return of
                        (Loss) Allocated           Declared            Capital
                        ----------------           --------            -------
Limited Partners:
        1999               $ (29,313)           $ 1,252,275        $ 1,252,275
        1998                    --                     --                 --
General Partners:
        1999               $    (296)           $    12,649        $    12,649
        1998                    --                     --                 --

The  Partnership  has  no  material   commitments  for  renovations  or  capital
improvements  as of March  31,  1999.  See below for  discussion  regarding  the
intention of the Partnership to make a capital  contribution to the L/U II Joint
Venture for the construction of Lakeshore Business Center Phase III.

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 three months ended March 31, 1999, the  Partnership  funded  $123,000 to the
Reserve.  Through March 31, 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  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 March 31, 1999 was $0.

On October  13,  1998,  the  Partnership  and ORIG,  LLC,  an  affiliate  of the
Partnership,   commenced  a  Tender  Offer  to  purchase  up  to  1,200  of  the
Partnership's  limited  partnership Units at a price of $205 per Unit.  Although
the Partnership and ORIG, LLC believes that this price is appropriate, the price
of $205 per Unit may not  equate  to the fair  market  value or the  liquidation
value of the Unit as of the offering date. The offer stated that the Partnership
would purchase the first 600 Units tendered and would fund its purchases and its
portion of the expenses from cash reserves.  Units  acquired by the  Partnership
were retired.  Units acquired by ORIG, LLC are held by it. The General  Partner,
NTS-Properties Associates V, did not participate in the Tender Offer. The Tender
Offer expired January 11, 1999, at which time 2,458 Units were tendered pursuant
to the Offer.  The  Partnership  repurchased 600 Units at a cost of $123,000 and
ORIG, LLC purchased 1,858 Units at a cost of $380,890.

The  Partnership  is planning a second Tender Offer during the second quarter of
1999.  The Offer will be 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.  Neither
the General  Partner,  NTS  Properties  Associates  V, nor any of the  partners,
members,  affiliates or associates of the  Partnership  intend to participate in
the Offer. Further information  regarding the proposed Tender Offer, such as the
duration of the Offer, will be available at a later date.



                                     - 15 -

<PAGE>



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,  1999 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. See below for information
regarding a contract  for the sale of the portion of this land and plans for the
construction of Lakeshore Business Center Phase III.

As of March 31,  1999,  the L/U II Joint  Venture had a contract for the sale of
approximately  2.4  acres of land  adjacent  to the  Lakeshore  Business  Center
development for a purchase price of $528,405. Concurrent with the signing of the
original contract,  the purchaser deposited into an escrow account $10,000. This
deposit will be applied to the purchase price at closing.  The contract requires
that the  purchaser  proceed,  at their cost,  to have the property  re-zoned to
allow for a  self-storage  facility.  If the  purchaser  is unable to obtain the
re-zoning,  they may cancel the contract. The General partner of the Partnership
has met with city officials who seem interested in the project and have voiced a
willingness to consider the re-zoning request. Subsequent to March 31, 1999, the
re-zoning  has not yet been  granted and per the  contract,  the  purchaser  has
elected to postpone the closing.  At its option,  the purchaser may postpone the
Closing  Date four  times for a period  of 30 days  each by  delivering  written
notice  and  paying  to  the  L/U II  Joint  Venture  $10,000  for  each  30-day
postponement period.  $5,000 of each payment will be applied toward the purchase
price. The Partnership has a 69% interest in the Joint Venture.  The Partnership
has not yet  determined  what the use of net proceeds  would be from the sale of
the land.

As of March 31, 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. NTS-Properties Plus and
NTS- Properties IV, which currently have a 12% and 18% interest respectively, in
the L/U II Joint Venture are 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 have agreed that  NTS-Properties  V will
make a capital  contribution to the L/U II Joint Venture with the knowledge that
their Joint Venture interest will, 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
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.




                                     - 16 -

<PAGE>


Year 2000
---------

All divisions of NTS, the General Partner of the Partnership,  are reviewing the
effort  necessary to prepare our  information  systems (IT) and  non-information
technology  with embedded  technology  (ET) for the Year 2000.  The  information
technology  solutions have been  addressed  separate 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, needed to be replaced
by a windows based network system both for our headquarters  functions and other
locations.  The real estate accounting system developed,  sold, and supported by
the Yardi Company of Santa  Barbara,  California  has been selected to supercede
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. Our
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 our systems  technology is not all attributable to
the Year  2000  issue  since  we 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  our  vendors  to  evaluate
embedded technology in our 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.

We are also currently  addressing the Year 2000 readiness of third parties whose
business interruption could have a material negative impact on our 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 our current state of readiness,  the need does
not  presently  exist for a  contingency  plan. We will continue to evaluate the
need for such a plan.

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

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.



                                     - 17 -

<PAGE>

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.



                                     - 18 -

<PAGE>



PART II.  OTHER INFORMATION

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

       None

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, 4 and 5 are not applicable and have been omitted.




                                     - 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.


                                             PROPERTIES V, a Maryland Limited
                                             --------------------------------
                                               Partnership
                                               -----------
                                                    (Registrant)


                                     By:     NTS-Properties Associates V,
                                             General Partner
                                             By:   NTS Capital Corporation,
                                                   General Partner


                                                   -----------------------------
                                                   Brian F. Lavin
                                                   President and Chief Operating
                                                   Officer of NTS Capital
                                                   Corporation(acting Chief
                                                   Financial Officer)



Date:    May 20, 1999
        ---------------




                                     - 20 -

<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/ Brian F. Lavin
                                                   ------------------
                                                   Brian F. Lavin
                                                   President and Chief Operating
                                                   Officer of NTS Capital
                                                   Corporation(acting Chief
                                                   Financial Officer)




Date:    May 20, 1999
       ---------------


                                     - 21 -

<PAGE>