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, 1998
                               
                                       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, 1998 and December 31, 1997               3

            Statements of Operations
              For the three months ended March 31, 1998 and 1997       4

            Statements of Cash Flows
              For the three months ended March 31, 1998 and 1997       5

            Notes To Financial Statements                            6-9

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


                                     PART II

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

Signatures                                                            20


                                      - 2 -

<PAGE>



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, 1998  December 31, 1997*
                                              --------------  ------------------
ASSETS

<S>                                            <C>              <C>        
Cash and equivalents                           $   701,867      $   473,362
Cash and equivalents - restricted                  231,798           69,858
Accounts receivable, net of allowance
 for doubtful accounts of $13,304 (1998)
 and (1997)                                        391,081          291,504
Land, buildings and amenities, net              23,579,995       23,750,773
Asset held for development, net                  2,086,783        2,125,246
Asset held for sale                              1,152,868        1,152,868
Other assets                                       833,425          849,287
                                               -----------      -----------

                                               $28,977,817      $28,712,898
                                               ===========      ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages and note payable                     $21,575,297      $21,662,821
Accounts payable - operations                      358,584          284,829
Accounts payable - construction                    147,633           34,486
Security deposits                                  162,327          167,597
Other liabilities                                  372,493          189,570
                                               -----------      -----------

                                                22,616,334       22,339,303

Commitments and Contingencies

Partners' equity                                 6,361,483        6,373,595
                                               -----------      -----------

                                               $28,977,817      $28,712,898
                                               ===========      ===========
</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        (8,554,517)         27,388      (8,527,129)
Net loss - current year                 (11,992)           (121)        (12,113)
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, 1998         $  6,489,644    $   (128,161)   $  6,361,483
                                   ============    ============    ============
</TABLE>

*Reference is made to the audited financial statements in the Form 10-K as filed
with the Commission on March 30, 1998.

                                      - 3 -

<PAGE>
<TABLE>


                                NTS-PROPERTIES V,
                         A Maryland Limited Partnership

                            STATEMENTS OF OPERATIONS


<CAPTION>

                                                       Three Months Ended
                                                            March 31,
                                                       ------------------

                                                       1998             1997
                                                   -----------      -----------
Revenues:
<S>                                                <C>              <C>        
 Rental income                                     $ 1,587,372      $ 1,355,746
 Interest and other income                              11,003            6,577
                                                   -----------      -----------

                                                     1,598,375        1,362,323
Expenses:
 Operating expenses                                    298,304          277,992
 Operating expenses - affiliated                       134,987          160,830
 Amortization of capitalized leasing
  costs                                                  3,703            5,203
 Interest expense                                      429,816          442,606
 Management fees                                        93,623           82,857
 Real estate taxes                                     145,457          139,998
 Professional and administrative
  expenses                                              29,170           27,767
 Professional and administrative
  expenses - affiliated                                 57,093           56,350
 Depreciation and amortization                         418,335          418,316
                                                   -----------      -----------

                                                     1,610,488        1,611,919
                                                   -----------      -----------

Net loss                                           $   (12,113)     $  (249,596)
                                                   ===========      ===========

Net loss allocated to the limited
 partners                                          $   (11,992)     $  (247,100)
                                                   ===========      ===========

Net loss per limited partnership unit              $      (.34)     $     (7.03)
                                                   ===========      ===========

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

</TABLE>
                                      - 4 -

<PAGE>
<TABLE>


                                NTS-PROPERTIES V,
                         A Maryland Limited Partnership

                            STATEMENTS OF CASH FLOWS

<CAPTION>

                                                           Three Months Ended
                                                                March 31,
                                                               

                                                            1998         1997
                                                         ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                      <C>          <C>       
Net loss                                                 $ (12,113)   $(249,596)
Adjustments to reconcile net loss to net cash
 provided by operating activities:
  Amortization of capitalized leasing costs                  3,703        5,203
  Depreciation and amortization                            418,335      418,316
  Changes in assets and liabilities:
   Cash and equivalents - restricted                      (131,940)    (120,488)
   Accounts receivable                                     (99,578)      32,596
   Other assets                                             (7,497)     (29,939)
   Accounts payable - operations                            73,755       84,855
   Security deposits                                        (5,270)      10,869
   Other liabilities                                       182,926      145,079
                                                         ---------    ---------

  Net cash provided by operating activities                422,321      296,895
                                                         ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities                 (87,766)    (109,217)
                                                         ---------    ---------

  Net cash used in investing activities                    (87,766)    (109,217)
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in mortgages and note payable                     200,000         --
Principal payments on mortgages and note payable          (287,524)    (259,811)
Decrease in loan costs                                      11,474         --
Cash and equivalents - restricted                          (30,000)        --
                                                         ---------    ---------

  Net cash used in financing activities                   (106,050)    (259,811)
                                                         ---------    ---------

  Net increase (decrease) in cash and equivalents          228,505      (72,133)

CASH AND EQUIVALENTS, beginning of period                  473,362      315,816
                                                         ---------    ---------

CASH AND EQUIVALENTS, end of period                      $ 701,867    $ 243,683
                                                         =========    =========

Interest paid on a cash basis                            $ 429,509    $ 449,466
                                                         =========    =========
</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  1997 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, 1998 and 1997.

1.     Use of Estimates in the Preparation of Financial Statements
       -----------------------------------------------------------

       The  preparation  of financial  statements in conformity  with  generally
       accepted accounting  principles requires management to make estimates and
       assumptions  that affect the reported  amounts of assets and  liabilities
       and  disclosure of contingent  assets and  liabilities at the date of the
       financial  statements  and the reported  amounts of revenues and expenses
       during the  reporting  period.  Actual  results  could  differ from those
       estimates.

2.    Cash and Equivalents - Restricted
      ---------------------------------

      Cash  and  equivalents  -  restricted  represents  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.

3.    Interest Repurchase Reserve
      ---------------------------

      Pursuant  to  Section  16.4  of the  Partnership's  Amended  and  Restated
      Agreement  of the Limited  Partnership,  the  Partnership  established  an
      Interest Repurchase Reserve. On January 16, 1998, NTS Properties V elected
      to resume the  Repurchase  Program and fund an  additional  $30,000 to the
      Interest  Repurchase Reserve.  With this funding,  the Partnership will be
      able to repurchase up to 200 additional Units at a price of $150 per Unit.
      The above 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  Unit.  As of March  31,  1998,  the
      Partnership had repurchased a total of 740 Units for $99,900.  Repurchased
      units  are  retired  by the  Partnership,  thus  increasing  the  share of
      ownership of each remaining investor.  The Interest Repurchase Reserve was
      funded  from cash  reserves.  See Note 7  Subsequent  Events  for  further
      information  regarding the Interest Repurchase Program. The balance in the
      repurchase reserve at March 31, 1998 was $30,100.

4.    Mortgages and Note Payable
      --------------------------

      Mortgages and note payable consist of the following:


                                                    March 31,      December 31,
                                                      1998             1997
                                                    ---------      -----------
      Mortgage payable with an insurance 
      company, bearing interest at a fixed 
      rate of 7.65%, due February 1, 2008,
      secured by land and building                $  4,513,396     $  4,588,807
     
      Mortgage payable with an insurance
      company, bearing interest at a fixed
      rate of 8.125%, due August 1, 2008,
      secured by land and building                   3,823,714        3,881,569
     
      Mortgage payable with an insurance
      company, bearing interest at a fixed
      rate of 8.125%, due August 1, 2008,
      secured by land and building                   3,665,053        3,720,508

                              (Continued next page)


                                      - 6 -

<PAGE>
4.   Mortgages and Note Payable - Continued
     --------------------------------------


                                                       March 31,    December 31,
                                                         1998           1997
                                                         ----           ----
     Mortgage payable with an insurance 
     company, bearing interest at a fixed 
     rate of 8.125%, due August 1, 2008,
     secured by land and building                    $  3,553,991   $  3,607,766
     
     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                                          2,852,971      2,871,146
     
     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                                          1,703,920      1,714,774
     
     Note payable to a bank, bearing
     interest at the Prime Rate, due
     February 1, 2009, secured by land
     and building                                       1,462,252      1,278,251
                                                      -----------    -----------

                                                     $ 21,575,297   $ 21,662,821
                                                      ===========    ===========

     The Prime Rate was 8.5% at March 31, 1998 and at December 31, 1997.

     Based on the borrowing  rates  currently  available to the Partnership for
     mortgages  with  similar  terms,  the  fair  value  of  long-term  debt is
     approximately $21,619,000.

5.   Related Party Transactions
     --------------------------

     Pursuant to an agreement with the Partnership, property management fees of
     $93,623 and $82,857  for the three  months  ended March 31, 1998 and 1997,
     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  $16,390  and $5,981 as a repair and  maintenance  fee during the
     three  months  ended  March  31,  1998  and  1997,  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,  1998 and 1997.  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.



                                    1998            1997
                                 ---------       ---------
          Administrative         $  70,471       $  71,553
          Leasing                   35,262          73,647
          Property manager          88,590          93,389
          Other                      3,217             623
                                  --------        --------
                                 $ 197,540       $ 239,212
                                  ========        ========

                                     - 7 -
<PAGE>

6.   Commitment and Contingencies
     ----------------------------

     Philip  Crosby  Associates,  Inc.  ("Crosby")  previously  leased  100% of
     University   Business   Center   Phase   II,   which   is   owned  by  the
     Lakeshore/University  II ("L/U II") Joint Venture. The original lease term
     was for seven years,  and the tenant took occupancy in April 1991.  During
     1994,  1995 and 1996,  Crosby  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%) was
     leased by Full Sail  Recorders,  Inc.  ("Full  Sail"),  a major  tenant at
     University  Business  Center Phase I, a neighboring  property  owned by an
     affiliate of the General  Partner of the  Partnership.  During this period
     and through December 1996, Crosby continued to make rent payments pursuant
     to the original  lease  terms.  During 1996,  the Joint  Venture  received
     notice  that  Crosby  did not  intend  to pay full  rental  due  under the
     original  lease  agreement,  including and subsequent to January 1997. The
     Partnership's  proportionate share of the rental income from this property
     accounted for approximately 15% of the Partnership's total revenues during
     1996. Although the Joint Venture did not have formal lease agreements with
     the sub-lessees  noted above during this period,  beginning  February 1997
     and through March 31, 1997 rent payments from these  sub-lessees have been
     made directly to the Joint Venture.

     During  1997,  Crosby  abandoned  its  business,  sold  all or most of its
     operating  assets  and  informed  the Joint  Venture  that  Crosby  may be
     insolvent.  During the third quarter of 1997, a conditional settlement was
     reached at a mediation  conference  with Crosby and its corporate  parent,
     whereby,  subject  to the Joint  Venture's  acceptance  of the  settlement
     terms, the corporate parent agreed to pay a portion of Crosby's  liability
     to the Joint Venture in full satisfaction of all claims against Crosby and
     any of its affiliates. During the fourth quarter of 1997, the L/U II Joint
     Venture  informed  Crosby and its  corporate  parent that it accepted  the
     terms of the conditional  settlement,  whereby Crosby's parent paid to the
     L/U II Joint  Venture  the sum of  $300,000  in full  satisfaction  of all
     claims.  These funds were  received by the L/U II Joint Venture on October
     23, 1997.  The  Partnership's  proportionate  share of the  settlement was
     $207,000 or 69%. The amount of the settlement was substantially  less than
     the  aggregate  liability of Crosby to the Joint  Venture  resulting  from
     Crosby's default under its lease.  This deficit is partially offset by the
     rent payments received from the sub-lessees, as discussed above.

     In December 1995,  Full Sail signed a 33 month lease with the L/U II Joint
     Venture for approximately 41,000 square feet it sub-leased 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 addition, in November 1996,
     Full Sail also  signed a 52 month  lease for an  additional  approximately
     21,000  square  feet of space  it  sub-leased  from  Crosby.  Both  leases
     aggregate 69,000 square feet or 78% of the business  center's net rentable
     area and commence April 1998 when the Crosby  original lease term 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  pursuant to the
     lease terms. 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>



6.    Commitment and Contingencies - Continued
      ----------------------------------------

      As of March 31, 1998, the Joint Venture was currently negotiating directly
      with the other  sub-lessees  discussed  above to enter into leases for the
      remaining  space  available.  The future  leasing and tenant  finish costs
      which will be required  to release  this space is unknown at this time but
      is not expected to be substantial.

      On  December  30,  1997,  Full  Sail  delivered   written  notice  to  the
      Partnership  that Full Sail had (i)  exercised  its right of first refusal
      under its lease with  NTS-Properties  V to  purchase  University  Business
      Center Phase I  ("University  I")office  building and the Phase III vacant
      land adjacent to the  University  Business  Center  development,  and (ii)
      exercised its right of first  refusal under its lease with NTS  University
      Boulevard  Joint Venture to purchase  University  Business Center Phase II
      ("University  II")office building, for an aggregate purchase price for all
      three of $18,700,000.  At March 31, 1998, the carrying value of University
      Business  Center  Phase I and  Phase  III  vacant  land  is  approximately
      $6,000,000  and is encumbered by a mortgage of $4,513,396 and the carrying
      value of University  Business Center Phase II is approximately  $7,500,000
      and is encumbered  by a mortgage of  $5,294,025.  Full Sail  exercised its
      right of first  refusal under the leases in response to a letter of intent
      to  purchase  University  I,  University  II and the Phase III vacant land
      which was  previously  received by the  Partnership  from an  unaffiliated
      buyer.  Under its right of first  refusal,  Full  Sail must  purchase  the
      properties on the same terms and conditions as  contemplated by the letter
      of intent. Full Sail agreed in its notice to the Partnership to proceed to
      negotiate  in  good  faith  a  definitive  purchase  agreement  for  these
      properties.  Because no binding  agreement  exists for the purchase of the
      properties at this time, there can be no assurance that a mutual agreement
      of purchase and sale will be reached among the parties,  nor that the sale
      of the properties  will be  consummated.  As such, the Partnership has not
      determined  the use of net proceeds after  repayment of  outstanding  debt
      from any such sale nor has it determined  the impact on its future results
      of operations or financial position.  The University II office building is
      owned by the L/U II Joint  Venture,  the  successor to the NTS  University
      Boulevard Joint Venture, in which the Partnership owns a 69% joint venture
      interest.  Under the terms of the right of first refusal,  the closings of
      the sale of University I,  University II and the Phase III vacant land are
      to occur simultaneously.

7.    Subsequent Events
      -----------------

      Subsequent  to March 31, 1998,  Lakeshore  Business  Center Phase II had a
      commitment for approximately  $37,000 for roof repairs.  The Partnership's
      proportionate share of the commitment is approximately $25,600 or 69%. The
      source  of  funds  for this  project  is  expected  to be cash  flow  from
      operations and/or cash reserves.

      Subsequent  to March 31,  1998,  NTS-Properties  V has  elected to fund an
      additional amount of $30,000 to its Interest Repurchase Reserve. With this
      funding,  the Partnership  will be able to repurchase up to 200 additional
      Units at a price of $150 per Unit.  If the number of Units  submitted  for
      repurchase  exceeds that which can be repurchased by the Partnership  with
      the  current  funding,  those  additional  Units  may  be  repurchased  in
      subsequent quarters.  The above 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 Unit.

                                      - 9 -

<PAGE>



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

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

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


                                                      1998          1997
                                                      ----          ----
Wholly-owned Properties
-----------------------

Commonwealth Business Center Phase II                  96%            56%

University Business Center Phase I                    100%           100%

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

The Willows of Plainview Phase II (90%)                85%            86%

Properties Owned Through Lakeshore/
University II Joint Venture (L/U II
Joint Venture) (Ownership % at March
31, 1998)
-------------------------------------

Lakeshore Business Center Phase I (69%)                94%            95%

Lakeshore Business Center Phase II (69%)              100%            94%

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, 1998 and 1997 was as follows:


                                                     1998             1997
                                                  ---------        ---------
Wholly-owned Properties
-----------------------

Commonwealth Business Center Phase II             $ 160,570        $ 140,828

University Business Center I                      $ 392,276        $ 389,419

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

The Willows of Plainview Phase II (90%)           $ 294,784        $ 288,546

Property Owned Through Lakeshore/
University II Joint Venture (L/U II
Joint Venture) (Ownership % at March
31, 1998)
------------------------------------

Lakeshore Business Center Phase I (69%)           $ 321,803        $ 244,909

Lakeshore Business Center Phase II (69%)          $ 284,799        $ 229,859

University Business Center Phase II (69%)         $ 140,422         $ 65,196

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


                                     - 10 -

<PAGE>



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

The 40%  increase in  occupancy at  Commonwealth  Business  Center Phase II from
March 31,  1997 to March  31,  1998 is a result  of eight  new  leases  totaling
approximately  26,900 square feet.  Partially  offsetting the new leases are two
move-outs  totaling  3,200 square feet.  This total  represents  two tenants who
vacated at the end of the lease term.  Average  occupancy  for the three  months
ended March 31 increased  from 77% (1997) to 86% (1998).  The increase in rental
and other income at  Commonwealth  Business Center Phase II for the three months
ended  March 31,  1998 as compared to the same period in 1997 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.

Occupancy at University  Business  Center I was 100% at March 31, 1997 and March
31, 1998. Average occupancy at University  Business Center Phase I for the three
months ended March 31 increased from 99% (1997) to 100% (1998).  The increase in
rental and other  income at  University  Business  Center  Phase I for the three
months  ended March 31, 1998 as compared to the same period in 1997 is primarily
due to the increase in average occupancy.

The Willows of Plainview  Phase II's  occupancy  decreased from 86% at March 31,
1997 to 85% at March 31,  1998.  Average  occupancy  decreased  from 89% for the
three  months  ended March 31,  1997 to 86% for the same period in 1998.  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
fluctuates on a continuous basis.  Period-ending occupancy percentages represent
occupancy only on a specific date; therefore,  it is more meaningful to consider
average occupancy  percentages  which are  representative of the entire period's
results.  The  increase in rental and other  income at The Willows of  Plainview
Phase II for the three  months  ended  March 31,  1998 as  compared  to the same
period in 1997 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.  Therefore,  it is possible for occupancy to
decrease and revenues to increase when the number of fully  furnished  units has
increased.

The 1% decrease in occupancy at Lakeshore Business Center Phase I from March 31,
1997 to March 31, 1998 can be  attributed  to six tenant  move-outs,  vacating a
total of 7,000  square feet.  One of the six tenants  vacated its space prior to
the end of the lease term.  The write-off of accrued  income  connected with the
lease was not  significant.  The  move-outs  are  partially  offset by three new
leases  totaling  approximately  5,600  square feet  including an expansion by a
current  tenant of 2,100 square feet.  Average  occupancy at Lakeshore  Business
Center  Phase I remained  constant at 94% for the three  months  ended March 31,
1997 and 1998.  The increase in rental and other  income at  Lakeshore  Business
Center  Phase I for the three  months  ended  March 31,  1998 as compared to the
three months ended March 31, 1997 is due  primarily to a $61,000  lease  buy-out
received   in  February   1998  (the   Partnership's   proportionate   share  is
approximately  $42,230 or 69%).  The lease  buy-out  income was received  from a
tenant whose lease expires  during July 1999;  however,  the tenant has notified
the  Partnership  that it will vacate the space during the summer of 1998 due to
the fact that it will be  consolidating  several of its  regional  offices.  The
increase  in rental and other  income is also due to an  increase in common area
expense reimbursements. Tenants at the business center reimburse the Partnership
for common area expenses as part of the lease agreements.




                                     - 11 -

<PAGE>



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

The 6% increase in occupancy at  Lakeshore  Business  Center Phase II from March
31,  1997 to March 31,  1998,  can be  attributed  to three new leases  totaling
approximately  7,200 square feet which includes  approximately 3,000 square feet
in expansions by two current tenants. Partially offsetting the new leases is one
tenant move-out at the end of the lease term of approximately 1,200 square feet.
Average occupancy at Lakeshore  Business Center Phase II increased for the three
months ended March 31 from 91% (1997) to 100% (1998). The increase in rental and
other  income at Lakeshore  Business  Center Phase II for the three months ended
March 31, 1998 as compared to the three months ended March 31, 1997 is primarily
a result of the  increase  in average  occupancy  and an increase in common area
expense reimbursements. Tenants at the business center reimburse the Partnership
for common area expenses as part of the lease agreements.

Occupancy at University Business Center Phase II has remained constant at 99% at
March 31, 1998 and 1997.  The increase in rental and other income at  University
Business  Center  Phase II for the three months ended March 31, 1998 as compared
to the same  period  in 1997 is  primarily  due to the fact  that  approximately
$70,000 of accrued  income  connected  with the Philip Crosby  Associates,  Inc.
("Crosby") lease was written-off  during the first quarter of 1997, of which the
Partnership's  proportionate  share was approximately  $48,461 or 69%. See below
for a discussion of the Crosby lease.

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, 1998 and 1997.

Current  occupancy  levels are considered  adequate to continue the operation of
the Partnership's  properties without the need of any additional financing.  See
the  Liquidity  and  Capital  Resources  section  of this item for a  discussion
regarding the cash requirements of the Partnership's current debt financings.

Interest and other income includes income from  short-term  investments  made by
the Partnership with cash reserves.  Interest and other income increased for the
three  months  ended  March 31, 1998 as compared to the same period in 1997 as a
result of an increase in cash reserves available for investment.

The increase in operating  expenses for the three months ended March 31, 1998 as
compared to the same period in 1997 is primarily  the result of  increased  snow
removal and landscaping  costs at Commonwealth  Business Center Phase II and the
increase of expenses  associated  with  fully-furnished  units at The Willows of
Plainview Phase II. The increase is partially offset by decreased legal costs at
Lakeshore Business Center Phase I and a decrease in the amortization expense for
prepaid leasing commissions at University Business Center Phase II.

The decrease in operating expenses - affiliated for the three months ended March
31, 1998 as compared to the same period in 1997 is due  primarily  to  decreased
leasing costs at Commonwealth  Business Center Phase II and University  Business
Center  Phase  I  and  decreased  property   management  costs  at  all  of  the
Partnership's  properties except for Commonwealth  Business Center Phase II. The
decrease in  operating  expenses - affiliated  is partially  offset by increased
leasing  costs at  Lakeshore  Business  Center  Phases  I and II and  University
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
---------------------------------

Amortization  of capitalized  leasing costs for the three months ended March 31,
1998 as compared to the same period in 1997 remained fairly constant.

The  decrease in interest  expense for the three  months ended March 31, 1998 as
compared  to the same  period  in 1997 is  primarily  the  result  of  continued
principal  payments on the mortgages and note payable of the Partnership and its
Joint Venture properties. The decrease is partially offset by an additional draw
of $200,000  from a note payable in accordance  with the terms of the note.  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, 1998 as
compared to the same period in 1997 is primarily a result of increased  property
assessments for Lakeshore Business Center Phases I and II.

The change in professional  and  administrative  expenses and  professional  and
administrative  expenses - affiliated  for the three months ended March 31, 1998
as  compared to the same period in 1997 was not  significant.  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 for the three months ended March 31, 1998
as  compared  to the same  period in 1997  remained  constant.  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
$40,000,000.

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

Cash  provided by operating  activities  was $422,321 and $296,895 for the three
months  ended  March 31,  1998 and 1997,  respectively.  No  distributions  were
declared  during the three months ended March 31, 1998 and 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 $701,867 and $243,683
at March 31, 1998 and 1997, respectively.

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

As of March 31,  1998,  the  Partnership  had a mortgage  loan with an insurance
company in the amount of  $4,513,396.  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, 1998,  the L/U II Joint Venture had three mortgage loans with an
insurance company.  The outstanding balances of the loans at March 31, 1998 were
$5,523,204,  $5,294,025 and $5,133,600 for a total of $15,950,829. The loans are
recorded as a liability of the Joint Venture.  The  Partnership's  proportionate
share in the loans at March 31, 1998 was

                                     - 13 -

<PAGE>



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

$3,823,714,  $3,665,053 and $3,553,991 respectively, for a total of $11,042,758.
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, 1998, The Willows of Plainview  Phase II, had two mortgage loans
each with an insurance  company in the amount of $3,173,141 and $1,895,139.  The
mortgages are recorded as a liability of the Joint  Venture.  The  Partnership's
proportionate  share of the  mortgages  as of  March  31,  1998  was  $4,556,891
($2,852,971 and $1,703,920).  Both mortgages are due January 5, 2013,  currently
bear interest at a fixed rate of 7.2% and are secured by the land, buildings and
amenities  of the Joint  Venture.  Current  monthly  principal  payments on both
mortgages are based upon a 15-year amortization  schedule. At maturity, the note
will have been repaid based on the current rate of amortization.

As of March 31,  1998,  the  Partnership  had a note  payable with a bank in the
amount  of  $1,462,252.  On  February  1,  1998,  the  Partnership  received  an
additional  $200,000 funding from this note payable in accordance with the terms
of the loan agreement.  The note payable is due February 1, 2009, bears interest
at the Prime Rate and is  secured  by  Commonwealth  Business  Center  Phase 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 financing activities are from
a decrease in loan costs and from debt funding obtained in 1998 (loan secured by
the  assets of  Commonwealth  Business  Center  Phase  II).  Cash  flows used in
financing  activities  are for principal  payments on mortgages and note payable
and cash  which has been  reserved  by the  Partnership  for the  repurchase  of
limited  partnership Units. The Partnership does not expect any material changes
in the mix and relative cost of capital resources.

Due to the fact that no  distributions  were made during the three  months ended
March  31,  1998  and  1997,  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.

Philip Crosby Associates,  Inc. ("Crosby")  previously leased 100% of University
Business  Center Phase II, which is owned by the  Lakeshore/University  II ("L/U
II") Joint Venture.  The original lease term was for seven years, and the tenant
took occupancy in April 1991.  During 1994,  1995 and 1996,  Crosby  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%)
was  leased  by Full Sail  Recorders,  Inc.  ("Full  Sail"),  a major  tenant at
University Business Center Phase I, a neighboring property owned by an affiliate
of the  General  Partner of the  Partnership.  During  this  period and  through
December 1996,  Crosby continued to make rent payments  pursuant to the original
lease terms.  During 1996, the Joint Venture received notice that Crosby did not
intend to pay full rental due under the original lease agreement,  including and
subsequent to January 1997. The Partnership's proportionate share of the

                                     - 14 -

<PAGE>



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

rental  income  from  this  property  accounted  for  approximately  15%  of the
partnership's  total  revenues  during 1996.  Although the Joint Venture did not
have formal  lease  agreements  with the  sub-lessees  noted  above  during this
period,  beginning  February  1997 and through March 31, 1998 rent payments from
these sub-lessees have been made directly to the Joint Venture.

During 1997,  Crosby  abandoned its business,  sold all or most of its operating
assets and informed the Joint Venture that Crosby may be  insolvent.  During the
third  quarter of 1997,  a  conditional  settlement  was  reached at a mediation
conference with Crosby and its corporate parent,  whereby,  subject to the Joint
Venture's acceptance of the settlement terms, the corporate parent agreed to pay
a portion of Crosby's liability to the Joint Venture in full satisfaction of all
claims  against Crosby and any of its  affiliates.  During the fourth quarter of
1997, the L/U II Joint Venture  informed Crosby and its corporate parent that it
accepted the terms of the conditional  settlement,  whereby Crosby's parent paid
to the L/U II Joint  Venture  the sum of $300,000  in full  satisfaction  of all
claims.  These funds were  received  by the L/U II Joint  Venture on October 23,
1997. The  Partnership's  proportionate  share of the settlement was $207,000 or
69%. The amount of the  settlement  was  substantially  less than the  aggregate
liability of Crosby to the Joint Venture  resulting from Crosby's  default under
its lease.  This deficit is partially offset by the rent payments  received from
the sub-lessees, as discussed above.

In  December  1995,  Full  Sail  signed a 33 month  lease  with the L/U II Joint
Venture for  approximately  41,000  square feet it  sub-leased  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 addition,  in November 1996, Full Sail also
signed a 52 month lease for an  additional  approximately  21,000 square feet of
space it sub-leased from Crosby. Both leases aggregate 69,000 square feet or 78%
of the  business  center's net  rentable  area and commence  April 1998 when the
Crosby  original lease term 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
pursuant to the lease terms. 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 .

As of March 31, 1998, the Joint Venture was currently  negotiating directly with
the other  sub-lessees  discussed  above to enter into leases for the  remaining
space  available.  The future  leasing  and tenant  finish  costs  which will be
required to release this space is unknown at this time but is not expected to be
substantial.

The Partnership has conducted a comprehensive  review of its computer systems to
identify  the  systems  that  could be  affected  by the Year 2000  Issue and is
developing an  implementation  plan to resolve the issue. The Year 2000 Issue, a
worldwide  problem,  is the result of computer  programs being written using two
digits rather than four to define the applicable year. Any of the  Partnership's
programs  that have  time-sensitive  software may recognize a date using "00" as
the year 1900  rather  than the year 2000.  This could  result in major  systems
failures or  miscalculations.  The  Partnership  presently  believes that,  with
modifications  to existing  software and  conversions to new software,  the Year
2000 problem will not pose significant

                                     - 15 -

<PAGE>



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

operational  problems for the Partnership's  computer  systems.  The Partnership
continues  to  evaluate  appropriate  courses of  corrective  action,  including
replacement  of certain  systems  whose  associated  costs  would be recorded as
assets and amortized.  The Partnership does not expect the costs associated with
the resolution of the Year 2000 Issue to have a material effect on its financial
position or results of operations.  The associated  costs will be funded by cash
flow  from  operations  and  cash  reserves.  The  amount  expensed  in 1998 was
immaterial.

The  Partnership  had no other material  commitments  for renovations or capital
improvements at March 31, 1998.

Subsequent to March 31, 1998,  Lakeshore Business Center II had a commitment for
approximately $37,000 for roof repairs. The Partnership's proportionate share of
the  commitment  is  approximately  $25,600 or 69%. The source of funds for this
project is expected to be cash flow from operations and/or cash reserves.

Subsequent  to March 31, 1998,  the  Partnership  elected to fund an  additional
amount of $30,000 to its Interest  Repurchase  Reserve.  With this funding,  the
Partnership  will be able to repurchase up to 200 additional Units at a price of
$150 per Unit.  If the number of Units  submitted  for  repurchase  exceeds that
which can be  repurchased by the  Partnership  with the current  funding,  those
additional Units may be repurchased in subsequent  quarters.  The above 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
Unit.

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(see  discussions  above).  The Partnership  also expects the demand on
future  liquidity  to  increase  as a  result  of  future  leasing  activity  at
University  Business  Center Phase I and Lakeshore  Business Center Phases I and
II. At this time,  the future  leasing  and tenant  finish  costs  which will be
required to renew the current  leases or obtain new tenants are  unknown.  It is
anticipated  that the cash  flow  from  operations  and  cash  reserves  will be
sufficient to meet the needs of the Partnership.

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.

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


                                     - 16 -

<PAGE>



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

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  $2,086,783  is land  cost,  capitalized
interest and common area costs.

At the current time, the Partnership is negotiating the sale of Phase III vacant
land  along  with  University  Business  Center  Phases  I and II to  Full  Sail
Recorders, Inc. See below for a further discussion of the possible sale. If this
transaction  does not occur,  the  Partnership  will  continue to  evaluate  the
possibility of building University Business Center Phase III on the vacant land.
The  decision  to build  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.

On December 30, 1997, Full Sail delivered written notice to the Partnership that
Full Sail had (i)  exercised  its right of first  refusal  under its lease  with
NTS-Properties V to purchase University Business Center Phase I ("University I")
office  building and the Phase III vacant land,  and (ii) exercised its right of
first refusal  under its lease with NTS  University  Boulevard  Joint Venture to
purchase University Business Center II ("University  II")office building, for an
aggregate  purchase price for all three of  $18,700,000.  At March 31, 1998, the
carrying value of University  Business  Center Phase I and Phase III vacant land
is  approximately  $6,000,000  and is encumbered by a mortgage of $4,513,396 and
the carrying  value of  University  Business  Center  Phase II is  approximately
$7,500,000  and is encumbered by a mortgage of  $5,294,025.  Full Sail exercised
its right of first refusal under the leases in response to a letter of intent to
purchase  University  I,  University  II and the Phase III vacant land which was
previously  received by the Partnership  from an unaffiliated  buyer.  Under its
right of first refusal, Full Sail must purchase the properties on the same terms
and conditions as contemplated by the letter of intent.  Full Sail agreed in its
notice to the  Partnership  to proceed to  negotiate  in good faith a definitive
purchase  agreement for the properties.  Because no binding agreement exists for
the purchase of the  properties at this time,  there can be no assurance  that a
mutual  agreement  of purchase and sale will be reached  among the parties,  nor
that the sale of the properties  will be  consummated.  As such, the Partnership
has not determined the use of net proceeds after  repayment of outstanding  debt
from any such sale nor has it  determined  the impact on its  future  results of
operations or financial position.  The University II office building is owned by
the L/U II Joint Venture,  the successor to the NTS University  Boulevard  Joint
Venture,  in which the Partnership owns a 12% joint venture interest.  Under the
terms of the right of first  refusal,  the closings of the sale of University I,
University II and the Phase III vacant land are to occur simultaneously.

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,  1998 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.







                                     - 17 -

<PAGE>



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

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

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

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

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

























                                     - 18 -

<PAGE>



PART II.  OTHER INFORMATION

1.      Legal Proceedings
        -----------------

        None

2.      Changes in Securities
        ---------------------

        None

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

        None

4.      Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------

        None

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

        None

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

          (a)    Exhibits

                 Exhibit 27. Financial Data Schedule

          (b)    Reports on Form 8-K

                 Form 8-K was filed on January 21, 1998 to report in Item 5 that
                 the  Partnership  has elected to fund an  additional  amount of
                 $30,000 to its Interest Repurchase Reserve.

                 Form 8-K was filed on  January  21,  1998,  to report in Item 5
                 that  Full  Sail  Recorders,   Inc.,  a  tenant  at  University
                 Boulevard Office development in Orlando, Florida, had exercised
                 its right of first refusal under its lease with  NTS-Properties
                 V  to  purchase  University  Business  Center  Phase  I  office
                 building and the Phase III vacant land, and exercised its right
                 of first refusal under its lease with NTS University  Boulevard
                 Joint Venture to purchase  University Business Center II office
                 building,  for an  aggregate  purchase  price  for all three of
                 $18,700,000.




                                     - 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 14, 1998
         ------------


                                     - 20 -

<PAGE>