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              September 30, 1999
                              --------------------------------------------------

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                         to
                              -------------------------  -----------------------

Commission File Number                         0-13400
                      ----------------------------------------------------------

               NTS-PROPERTIES V, a Maryland Limited Partnership
--------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

           Maryland                                         61-1051452
-------------------------------                   ------------------------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                     Identification No.)


   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 22
Total Pages: 23

<PAGE>

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

                                                                         Pages
                                                                         -----

                                     PART I

Item 1.     Financial Statements

            Balance Sheets and Statement of Partners' Equity
              as of September 30, 1999 and December 31, 1998                3

            Statements of Operations
              For the three months and nine months ended
              September 30, 1999 and 1998                                   4

            Statements of Cash Flows
              For the nine months ended September 30, 1999 and 1998         5

            Notes To Financial Statements                                6-12

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                       13-20


Item 3.     Quantitative and Qualitative Disclosures About Market Risk     21


                                     PART II

Item 1.   Legal Proceedings                                                22
Item 2.   Changes in Securities                                            22
Item 3.   Defaults upon Senior Securities                                  22
Item 4.   Submission of Matters to a Vote of Security Holders              22
Item 5.   Other Information                                                22
Item 6.   Exhibits and Reports on Form 8-K                                 22

Signatures                                                                 23

                                       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
                                                  September 30,     December 31,
                                                      1999             1998*
                                                    -------           -------
ASSETS
<S>                                                <C>             <C>
Cash and equivalents                               $ 3,208,147     $ 4,543,666
Cash and equivalents - restricted                      841,169         208,682
Accounts receivable, net of allowance for
 doubtful accounts of $318 for 1999 and $4,678
 for 1998                                               69,162          77,560
Land, buildings and amenities, net                  15,874,212      14,847,989
Asset held for development or sale                   1,026,793       1,953,868
Other assets                                           462,185         409,580
                                                       -------         -------

 Total assets                                      $21,481,668     $22,041,345
                                                    ==========      ==========


LIABILITIES AND PARTNERS= EQUITY

Mortgages and note payable                         $11,917,886     $11,450,225
Accounts payable - operations                          163,059         116,056
Accounts payable - construction                         31,581          47,150
Security deposits                                      152,380         124,309
Other liabilities                                      422,846         111,897
                                                       -------         -------

                                                    12,687,752      11,849,637

Commitments and contingencies


Partners' equity                                     8,793,916      10,191,708
                                                     ---------      ----------

 Total liabilities and partners' equity            $21,481,668     $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                 (9,769)            (99)         (9,868)
Cash distributions declared to
 date                              (16,641,480)       (168,177)    (16,809,657)
Repurchase of limited
 partnership Units                    (437,610)             --        (437,610)
                                     ---------       ---------       ---------

Balances at September 30, 1999    $  8,894,743    $   (100,827)   $  8,793,916
                                     =========       =========       =========

</TABLE>

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

                                       3

<PAGE>
<TABLE>

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

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

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

<CAPTION>


                                     Three Months Ended      Nine Months Ended
                                        September 30,           September 30,
                                    --------------------    --------------------
                                     1999        1998         1999        1998
                                    -------     -------     -------     --------
Revenues:
<S>                              <C>        <C>          <C>          <C>
 Rental income                   $  967,234 $ 1,495,037  $ 2,831,209  $4,737,423
 Gain on sale of assets             122,876          --      122,876          --
 Interest and other income           38,772       7,017      138,316      28,597
                                    -------     -------      -------   ---------

                                  1,128,882   1,502,054    3,092,401   4,766,020

Expenses:
 Operating expenses                 248,587     315,735      650,227     904,203
 Operating expenses - affiliated    124,312     135,470      362,735     404,965
 Loss on disposal of assets           6,014      13,157       30,913      13,452
 Interest expense                   232,738     415,727      671,626   1,265,288
 Management fees                     59,335      90,123      166,909     281,015
 Real estate taxes                   92,445     134,821      280,710     402,735
 Professional and administrative
  expenses                           80,199      30,173      185,489      93,872
 Professional and administrative
  expenses - affiliated              42,481      49,820      128,697     159,794
 Depreciation and amortization      225,488     373,908      624,963   1,168,263
                                    -------     -------      -------   ---------


                                  1,111,599   1,558,934    3,102,269   4,693,587
                                  ---------   ---------    ---------   ---------



Net income (loss)                $   17,283 $   (56,880) $    (9,868) $   72,433
                                     ======    ========      =======      ======


Net income (loss) allocated to
 the limited partners            $   17,110 $   (56,311) $    (9,769) $   71,709
                                     ======    ========      =======      ======


Net income (loss) per limited
 partnership unit                $     0.51 $     (1.66) $     (0.29) $     2.07
                                       ====      ======       ======        ====


Weighted average number of
 limited partnership Units           33,394      33,994       33,486      34,581
                                     ======      ======       ======      ======

</TABLE>

                                       4

<PAGE>
<TABLE>

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

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

                            STATEMENTS OF CASH FLOWS
                            ------------------------

<CAPTION>



                                                        Nine Months Ended
                                                          September 30,
                                                     ------------------------
                                                        1999         1998
                                                     -----------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES*
<S>                                                  <C>          <C>
 Net income (loss)                                   $    (9,868) $    72,433
 Gain on sale of assets                                 (122,876)          --
 Adjustments to reconcile net loss to net
  cash used for operating activities:
   Provision for doubtful accounts                           318           --
   Loss on disposal of assets                             30,913       13,452
   Depreciation and amoritization                        624,963    1,168,263
 Changes in assets and liabilities:
  Cash and equivalents - restricted                     (238,272)    (399,245)
  Accounts receivable                                      8,080       54,799
  Other assets                                           (46,073)      61,405
  Accounts payable - operations                           31,434      (83,119)
  Security deposits                                       28,071       12,527
  Other liabilities                                      310,949      405,656
                                                     -----------   ----------

 Net cash provided by operating activities               617,639    1,306,171
                                                     -----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES
 Additions to land, buildings and amenities             (488,501)    (323,604)
 Sale of land, buildings and amenities                 1,235,105           --
 Change in ownership of Joint Venture (Note 11)         (368,723)          --
                                                     -----------     --------

 Net cash provided by (used in) investing activities     377,881     (323,604)
                                                     -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES
 Increases in mortgages and notes payable                     --      200,000
 Principal payments on mortgages and notes payable      (528,952)    (904,538)
 Decrease (increase) in loan costs                       (19,947)       8,438
 Cash distributions                                   (1,264,925)          --
 Repurchase of limited partnership Units                (123,000)    (177,930)
 Cash and equivalents - restricted                      (394,215)          --
                                                     -----------     --------

 Net cash used in financing activities                (2,331,039)    (874,030)
                                                     -----------  -----------

 Net increase (decrease) in cash and equivalents      (1,335,519)     108,537
                                                     -----------   ----------

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

CASH AND EQUIVALENTS, end of period                  $ 3,208,147  $   581,899
                                                     ===========   ==========

Interest paid on a cash basis                        $   675,224  $ 1,264,981
                                                     ===========  ===========

</TABLE>

*    Cash flows from operating  activities  exclude the effects of the change in
     the Partnership's percentage ownership in the Lakeshore/University II Joint
     Venture (Note 11).

                                       5

<PAGE>

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

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

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------


The financial  statements included herein should be read in conjunction with the
Partnership's  1998 Form 10-K as filed with the Commission on April 15, 1999. In
the opinion of the General Partner,  all adjustments  (only consisting of normal
recurring  accruals)  necessary  for a fair  presentation  have been made to the
accompanying  financial  statements  for the three  months and nine months ended
September 30, 1999 and 1998.

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

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

2.    Concentration of Credit Risk
      ----------------------------

      NTS-Properties  V owns and operates or has a joint venture  investment in
      commercial   properties  in  Kentucky   (Louisville)   and  Florida  (Ft.
      Lauderdale). Substantially all of the tenants are local businesses or are
      businesses  which have  operations  in the  location  in which they lease
      space.  The  Partnership  also  has  a  joint  venture  investment  in  a
      residential  property in  Louisville,  Kentucky.  The  apartment  unit is
      generally the principal residence of the tenant.

3.    Cash and Equivalents - Restricted
      ---------------------------------

      Cash  and  equivalents  -  restricted  represents  1) funds  received  for
      residential  security  deposits,  2) funds which have been  escrowed  with
      mortgage  companies  for  property  taxes  in  accordance  with  the  loan
      agreements  with said  mortgage  companies  and 3) funds  reserved  by the
      Partnership for the repurchase of limited partnership Units.

4.    Interest Repurchase Reserve
      ---------------------------

      Pursuant  to  Section  16.4  of the  Partnership's  Amended  and  Restated
      Agreement of Limited Partnership,  the Partnership established an Interest
      Repurchase Reserve in June 1996. During the years ended December 31, 1998,
      1997  and  1996,  the  Partnership  funded  $177,930,   $0,  and  $99,900,
      respectively,  to the Reserve.  Through October 25, 1998 (the commencement
      date of the First Tender Offer),  the  Partnership had repurchased a total
      of 1,882 Units for $277,830 at a price ranging from $135 to $160 per Unit.
      The offering price per Unit was  established by the General Partner in its
      sole discretion and does not purport to represent the fair market value or
      liquidation value of the Units at that date. Repurchased Units are retired
      by the  Partnership,  thus  increasing the percentage of ownership of each
      remaining limited partner investor.  The Interest  Repurchase  Reserve was
      funded from cash  reserves.  The balance in the Reserve at  September  30,
      1999 was $0.

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

      On October 25, 1998, the  Partnership  and ORIG,  LLC, an affiliate of the
      Partnership,  (the "bidders")  commenced a tender offer (the "First Tender
      Offer") to purchase up to 1,200 of the Partnership's  limited  Partnership
      Units  at a price of $205  per  Unit as of the  date of the  First  Tender
      Offer.  The offering price per Unit was established by the General Partner
      in its sole  discretion  and does not purport to represent the fair market
      value  or  liquidation  value  of the  Units  at that  date.  The  initial
      expiration  date of the First  Tender  Offer was January 11, 1999 and this
      expiration  date was  subsequently  extended  through  February 5, 1999. A
      total of 2,458  Units were  tendered  and the bidders  accepted  all Units
      tendered.  The  Partnership  repurchased 600 Units and ORIG, LLC purchased
      1,858 Units at a total cost of $503,890 plus offering expenses.

                                       6

<PAGE>

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

      On June 25, 1999,  the  Partnership  commenced a second  tender offer (the
      "Second  Tender  Offer")  to  purchase  up to 1,000  of the  Partnership's
      limited partnership Units at a price of $167.50 per Unit as of the date of
      the Second Tender Offer.  The offering  price per Unit was  established by
      the  General  Partner  in its sole  discretion  and does  not  purport  to
      represent the fair market value or liquidation  value of the Units at that
      date.  The initial  expiration  date of the Second Tender Offer was August
      31, 1999. On August 18, 1999, the price was increased to $180 per Unit and
      the expiration date was extended to September 30, 1999. On August 24, 1999
      the price was increased to $205 per Unit.

      As of September  30,  1999,  a total of 2,523 Units were  tendered and the
      Partnership  accepted all Units tendered.  The  Partnership  purchased all
      2,523  Units  at  a  cost  of  $517,215.   The  expenses  associated  with
      administering  the Second  Tender Offer are  estimated to be $25,000.  See
      Note 12  Subsequent  Events for further  information  regarding the tender
      offers.

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

      Mortgages and note payable consist of the following:

<TABLE>
<CAPTION>

                                                September 30,     December 31,
                                                    1999             1998
                                                -------------    -------------
<S>                                              <C>              <C>
Mortgage payable with an insurance company,
bearing interest at a fixed rate of
8.125%, due August 1, 2008,
secured by land and building                     $ 3,960,301      $ 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                       3,680,943        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                            2,677,513        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                            1,599,129        1,653,217
                                                   ---------        ---------


                                                 $11,917,886      $11,450,225
                                                  ==========       ==========

</TABLE>

      Based on the borrowing  rates  currently  available to the Partnership for
      mortgages  with  similar  terms,  the  fair  value  of  long-term  debt is
      approximately $11,638,000.

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

      Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for
      the  Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets to be
      Disposed of, specifies  circumstances in which certain  long-lived  assets
      must be  reviewed  for  impairment.  If such  review  indicates  that  the
      carrying  amount of an asset  exceeds the sum of its expected  future cash
      flows,  the  asset's  carrying  value must be written  down to fair value.
      Application of this standard  during the periods ended  September 30, 1999
      and 1998 did not result in an impairment loss.

                                       7

<PAGE>

8.    Reclassification of 1998 Financial Statements
      ---------------------------------------------

      Certain  reclassifications  have  been  made  to the  September  30,  1998
      financial statements to conform to the September 30, 1999 classifications.
      These reclassifications have no effect on previously reported operations.

9.    Related Party Transactions
      --------------------------

      Pursuant to an agreement with the Partnership, property management fees of
      $59,335 and $90,123 and  $166,909  and  $281,015  for the three months and
      nine months ended September 30, 1999 and 1998, respectively,  were paid to
      NTS  Development  Company,  an  affiliate  of the  General  Partner of the
      Partnership.  The fee is equal to 5% of gross  revenues  from  residential
      properties  and 6% of gross  revenues  from  commercial  properties.  Also
      pursuant to an agreement,  NTS  Development  Company will receive a repair
      and  maintenance  fee  equal to 5.9% of costs  incurred  which  relate  to
      capital improvements.  The Partnership has incurred $8,035 and $3,631 as a
      repair and  maintenance  fee for the three months ended September 30, 1999
      and  1998,  respectively,   and  $18,957  and  $22,136  as  a  repair  and
      maintenance  fee for the nine months  ended  September  30, 1999 and 1998,
      respectively, and has capitalized this cost as part of land, buildings and
      amenities.

      As  permitted  by an  agreement,  the  Partnership  also was  charged  the
      following  amounts from NTS  Development  Company for the three months and
      nine months ended September 30, 1999 and 1998. These charges include items
      which  have  been   expensed  as  operating   expenses  -  affiliated   or
      professional and administrative  expenses  affiliated and items which have
      been capitalized as other assets or as land, buildings and amenities.


                         Three Months Ended             Nine Months Ended
                            September 30,                 September 30,
                      -------------------------     -------------------------

                         1999            1998          1999           1998
                      ---------       ---------     ----------      ---------
Administrative        $  72,004       $  63,201      $ 196,496      $ 199,930
Leasing                  91,107          43,087        209,063        144,138
Property manager         58,610          86,102        164,659        255,366
Other                    (8,803)          8,841          6,548         16,498
                      ---------       ---------     ----------      ---------

                      $ 212,918       $ 201,231      $ 576,766      $ 615,932
                      =========       =========     ==========      =========

10.   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)  received net condemnation  proceeds of $145,824 at the closing
      of the Phase III vacant land on September 17, 1999.

      On September 17, 1999,  NTS-Properties  V closed on the sale of University
      Phase III vacant land to Silver City Properties,  Ltd. (the Purchaser) for
      a purchase price of $801,000.


11.   Transactions  Affecting  the  Investment in Lakeshore/University  II Joint
      --------------------------------------------------------------------------
      Venture
      -------

      On  July  1,  1999,   NTS-Properties  V  contributed   $1,737,000  to  the
      Lakeshore/University  II Joint Venture (L/U II Joint  Venture).  The other
      partners in the Joint Venture did not make capital  contributions  at that
      time. Accordingly,  the ownership percentages of the other partners in the
      Joint  Venture  decreased.  Effective  July 1,  1999,  NTS-Properties  V's
      percentage of ownership in the Joint Venture increased from 69% to 79%.

      On July 23, 1999, the L/U II Joint Venture closed on the sale of 2.4 acres
      of land adjacent to the Lakeshore  Business Center for a purchase price of
      $528,405.

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

                                       8

<PAGE>

12.   Commitments and Contingencies
      -----------------------------

      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 the fourth  quarter of 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.

13.   Subsequent Events
      -----------------

      On November 5, 1999, the  Partnership  and ORIG,  LLC, an affiliate of the
      Partnership,  (the  "bidders")  commenced a third tender offer (the "Third
      Tender  Offer")  to  purchase  up to  500  of  the  Partnership's  limited
      partnership  Units at a price of $215 per Unit as of the date of the Third
      Tender Offer. Although the bidders believe that this price is appropriate,
      the price of $215 per Unit may not equate to the fair market  value or the
      liquidation  value of the  Units as of the  offering  date.  Approximately
      $132,500 ($107,500 to purchase 500 Units, plus  approximately  $25,000 for
      expenses  associated  with the Third Tender Offer) is required to purchase
      all 500 Units.  The Third Tender Offer  stated that the  Partnership  will
      purchase  the first 250 Units  tendered and will fund its purchase and its
      portion of the  expenses  from cash  reserves.  If more than 250 Units are
      tendered,  ORIG, LLC, will purchase up to an additional 250 Units. If more
      than 500 Units are  tendered,  the  bidders  may  choose  to  acquire  the
      additional  Units on a pro rata  basis.  Units  that are  acquired  by the
      Partnership will be retired. Units that are acquired by ORIG, LLC, will be
      held by it. The General  Partner,  NTS- Properties  Associates V, does not
      intend to  participate  in the Third Tender Offer.  The Third Tender Offer
      will expire on December 23, 1999 unless extended.

14.   Segment Reporting
      -----------------

      The Partnership's  reportable  operating segments include  residential and
      commercial real estate operations.  The residential  operations  represent
      the Partnership's ownership and operating results relative to an apartment
      complex  known as the  Willows  of  Plainview  Phase  II.  The  commercial
      operations  represent the  Partnership's  ownership and operating  results
      relative  to  suburban  commercial  office  space  known  as  Commonwealth
      Business  Center Phase II and  Lakeshore  Business  Center Phase I and II.
      Commercial  operations  for the  period  ending  September  30,  1998 also
      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.


                            NINE MONTHS ENDED SEPTEMBER 30, 1999
                          ------------------------------------------
                           RESIDENTIAL    COMMERCIAL         TOTAL
                          ------------    ----------      ----------
Rental income             $  926,345      $1,904,864      $2,831,209
Other income                   1,736           4,334           6,070
                               -----           -----           -----

Total net revenues        $  928,081      $1,909,198      $2,837,279
                             =======       =========       =========

Operating expenses           296,426         704,953       1,001,379
Loss on disposal of
assets                        30,383             530          30,913
Interest expense             235,470              --         235,470
Management fees               49,589         117,320         166,909
Real estate taxes             39,083         199,489         238,572
Depreciation expense         144,467         433,158         577,625
                             -------         -------         -------

Net income (loss)         $  132,663      $  453,748       $ 586,411
                             =======         =======         =======

                                       9

<PAGE>

14. Segment Reporting - Continued
    -----------------------------

                               NINE MONTHS ENDED SEPTEMBER 30, 1998
                          ----------------------------------------------
                          RESIDENTIAL       COMMERCIAL          TOTAL
                          -----------       ----------       -----------
Rental income             $   892,778      $ 3,844,645       $ 4,737,423
Other income                    4,661           13,879            18,540
                                -----           ------            ------

Total net revenues        $   897,439      $ 3,858,524       $ 4,755,963
                              =======        =========         =========

Operating expenses            354,594          948,768         1,303,362
Loss on disposal of
 assets                        13,171              281            13,452
Interest expense              250,164               --           250,164
Management fees                44,872          236,143           281,015
Real estate taxes              39,545          314,936           354,481
Depreciation expense          139,402          853,344           992,746
                              -------          -------           -------

Net income (loss)         $    55,691      $ 1,505,052       $ 1,560,743
                               ======        =========         =========



                              THREE MONTHS ENDED SEPTEMBER 30, 1999
                          ----------------------------------------------
                          RESIDENTIAL       COMMERCIAL          TOTAL
                          -----------       ----------       -----------
Rental income             $   307,528      $   659,705       $   967,233
Other income                      598          (11,094)          (10,496)
                                  ---         --------          --------

Total net revenues        $   308,126      $   648,611       $   956,737
                              =======          =======           =======

Operating expenses            101,628          271,697           373,325
Loss on disposal of
 assets                         5,484              530             6,014
Interest expense               78,025               --            78,025
Management fees                16,642           42,693            59,335
Real estate taxes              13,028           71,641            84,669
Depreciation expense           48,416          160,107           208,523
                               ------          -------           -------

Net income (loss)         $    44,903      $   101,943       $   146,846
                               ======          =======           =======


                              THREE MONTHS ENDED SEPTEMBER 30, 1998
                          ----------------------------------------------
                          RESIDENTIAL       COMMERCIAL          TOTAL
                          -----------       ----------       -----------
Rental income             $   312,007      $ 1,183,030       $ 1,495,037
Other income                    1,355            2,832             4,187
                                -----            -----             -----

Total net revenues        $   313,362      $ 1,185,862       $ 1,499,224
                              =======        =========         =========

Operating expenses            125,283          323,884           449,167
Loss on disposal of
 Assets                        13,157               --            13,157
Interest expense               81,063               --            81,063
Management fees                15,668           74,455            90,123
Real estate taxes              13,081          105,656           118,737
Depreciation expense           47,281          268,120           315,401
                               ------          -------           -------

Net income (loss)         $    17,829      $   413,747       $   431,576
                               ======          =======           =======

                                       10

<PAGE>

14.   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 and the nine  months  ended  September  30, 1999 and 1998 is
      necessary  given  amounts  recorded  at  the  Partnership  level  and  not
      allocated to the operating properties for internal reporting purposes.

                                                       Nine Months Ended
                                                          September 30,
                                                  ---------------------------
                                                      1999           1998
                                                  ------------    -----------
NET REVENUES
 Total revenues for reportable segments            $ 2,837,279    $ 4,755,963
 Other income for Partnership                          350,426        188,806
 Gain on sale of assets                                 52,051             --
 Eliminations                                         (147,355)      (178,749)
                                                  ------------    -----------

Total consolidated net revenues                    $ 3,092,401    $ 4,766,020
                                                  ============    ===========


OPERATING EXPENSES
 Operating expenses for reportable segments        $ 1,001,379    $ 1,303,362
 Operating expenses for Partnership                     11,583          5,806
 Eliminations                                               --             --
                                                  ------------    -----------

Total operating expenses                           $ 1,012,962    $ 1,309,168
                                                  ============    ===========


INTEREST EXPENSE
 Interest expense for reportable segments          $   235,470    $   250,164
 Interest expense for Partnership                      436,156      1,015,124
 Eliminations                                               --             --
                                                  ------------    -----------

Total interest expense                             $   671,626    $ 1,265,288
                                                  ============    ===========


REAL ESTATE TAXES
 Real estate taxes for reportable segments         $   238,572    $   354,481
 Real estate taxes for Partnership                      42,138         48,254
 Eliminations                                               --             --
                                                  ------------    -----------

Total real estate taxes                            $   280,710    $   402,735
                                                  ============    ===========


DEPRECIATION AND AMORTIZATION
 Depreciation and amortization for reportable
  segments                                         $   577,625    $   992,746
 Depreciation and amortization for Partnership          24,101        166,299
 Eliminations                                           23,237          9,218
                                                  ------------    -----------

Total depreciation and amortization                $   624,963    $ 1,168,263
                                                  ============    ===========


NET INCOME (LOSS)
 Total net income (loss) for reportable segments   $   586,411    $ 1,560,743
 Net income (loss) for Partnership                    (425,687)    (1,300,343)
 Eliminations                                         (170,592)      (187,967)
                                                  ------------    -----------

Total net income (loss)                            $    (9,868)   $    72,433
                                                  ============    ===========

                                       11

<PAGE>

14. Segment Reporting - Continued

                                                      Three Months Ended
                                                          September 30,
                                                  ---------------------------
                                                      1999           1998
                                                  ------------    -----------
NET REVENUES
 Total revenues for reportable segments            $   956,737    $ 1,499,224
 Other income for Partnership                          189,622           (536)
 Gain on sale of assets                                 52,051             --
 Eliminations                                          (69,528)         3,366
                                                  ------------    -----------

Total consolidated net revenues                    $ 1,128,882    $ 1,502,054
                                                  ============    ===========


OPERATING EXPENSES
 Operating expenses for reportable segments        $   373,325    $   449,167
 Operating expenses for Partnership                       (426)         2,038
 Eliminations                                               --             --
                                                  ------------    -----------

Total operating expenses                           $   372,899    $   451,205
                                                  ============    ===========


INTEREST EXPENSE
 Interest expense for reportable segments          $    78,025    $    81,063
 Interest expense for Partnership                      154,713        334,664
 Eliminations                                               --             --
                                                  ------------    -----------

Total interest expense                             $   232,738    $   415,727
                                                  ============    ===========


REAL ESTATE TAXES
 Real estate taxes for reportable segments         $    84,669    $   118,737
 Real estate taxes for Partnership                       7,776         16,084
 Eliminations                                               --             --
                                                  ------------    -----------

Total real estate taxes                            $    92,445    $   134,821
                                                  ============    ===========


DEPRECIATION AND AMORTIZATION
 Depreciation and amortization for reportable
  segments                                         $   208,523    $   315,401
 Depreciation and amortization for Partnership           9,220         55,434
 Eliminations                                            7,745          3,073
                                                  ------------    -----------

Total depreciation and amortization                $   225,488    $   373,908
                                                  ============    ===========


NET INCOME (LOSS)
 Total net income (loss) for reportable segments   $   146,846    $   431,576
 Net income (loss) for Partnership                     (52,289)      (488,749)
 Eliminations                                          (77,274)           293
                                                  ------------    -----------

Total net income (loss)                            $    17,283    $   (56,880)
                                                  ============    ===========

                                       12

<PAGE>

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

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

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

Some  of  the  statements  included  in  this  Item 2 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 MD&A, or elsewhere in this report,
which reflect  management's best judgment based on factors known,  involve risks
and uncertainties. Actual results could differ materially from those anticipated
in any forward-looking  statements as a result of a number of factors, including
but not  limited  to those  discussed  below.  Any  forward-looking  information
provided by the  Partnership  pursuant to the safe harbor  established by recent
securities legislation should be evaluated in the context of these factors.

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

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

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

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

Commonwealth Business Center Phase II           76%         77%
University Business Center Phase I (2)          N/A        100%


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

The Willows of Plainview Phase II (90%)         93%         89%


Properties Owned Through Lakeshore/
-----------------------------------
University II Joint Venture
---------------------------
(L/U II Joint Venture)
----------------------

Lakeshore Business Center Phase I (3)(4)        74%         82%
Lakeshore Business Center Phase II (4)          86%         86%
University Business Center Phase II (5)         N/A         88%


(1)   Current occupancy levels are considered adequate to continue the operation
      of the Partnership's properties.
(2)   University Business Center Phase I was sold on October 6, 1998.
(3)   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.
(4)   Ownership  percentage  was  69% as of  September  30,  1998  and 79% as of
      September  30, 1999.  See Note 11.
(5)   Ownership  percentage  of  University  Business  Center  II was  69% as of
      September 30, 1998. On October 6, 1998,  University  Business Center Phase
      II was sold.

                                       13

<PAGE>

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

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

                                             Three Months       Nine Months
                                                Ended             Ended
                                             September 30,     September 30,
                                             -------------     ------------
                                             1999     1998     1999    1998
                                             ----     ----     ----    ----
Wholly-owned Properties
-----------------------

Commonwealth Business Center Phase II         79%      77%     79%      80%
University Business Center Phase I (1)        N/A     100%     N/A     100%


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


The Willows of Plainview Phase II (90%)       93%      88%     95%      85%

Property Owned Through Lakeshore/
---------------------------------
University II Joint Venture
---------------------------
(L/U II Joint Venture)
----------------------

Lakeshore Business Center Phase I (2)(3)      73%      81%     75%      90%
Lakeshore Business Center Phase II (2)(3)     86%      90%     86%      95%
University Business Center Phase II (4)       N/A      86%     N/A      91%


(1)   University Business Center Phase I was sold on October 6, 1998.
(2)   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.
(3)   Ownership  percentage  was  69% as of  September  30,  1998  and 79% as of
      September 30, 1999.  See Note 11.
(4)   Ownership  percentage  of  University  Business  Center  II was  69% as of
      September 30, 1998. On October 6, 1998,  University  Business Center Phase
      II was sold.

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


                                         Three Months Ended   Nine Months Ended
                                           September 30,        September 30,
                                         ------------------   -----------------
                                           1999     1998      1999        1998
                                           ----     ----      ----        ----
Wholly-owned Properties
-----------------------

Commonwealth Business Center Phase II   $147,542  $141,937  $442,890  $  455,396
University Business Center Phase I (1)       N/A  $389,410       N/A  $1,171,585


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

The Willows of Plainview Phase II (90%) $308,126  $313,362  $928,083  $  897,439


Property Owned Through Lakeshore/
---------------------------------
University II Joint Venture
---------------------------
(L/U II Joint Venture)
----------------------

Lakeshore Business Center Phase I (2)   $236,583  $217,657  $700,682  $  794,834
Lakeshore Business Center Phase II (2)  $264,487  $243,970  $765,625  $  906,648
University Business Center Phase II (3)      N/A  $192,889       N/A  $  530,061


(1)   University  Business  Center  Phase I was sold on  October  6,  1998.
(2)   Represents  ownership  percentage  of 69% for the  three  months  and nine
      months ended September 30, 1998.  Ownership  percentage is 69% for the six
      months ended June 30, 1999 and 79% for the three  months  ended  September
      30, 1999.
(3)   Ownership  percentage  of  University  Business  Center II was 69% for the
      three months and nine months ended September 30, 1998. On October 6, 1998,
      University Business Center Phase II was sold.

                                       14

<PAGE>

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

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

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

Rental income decreased  approximately $527,800 or 35% and $1,906,000 or 40% for
the three  months and nine months  ended  September  30, 1999 as compared to the
same periods in 1998.  The decrease is due  primarily to the sale of  University
Business Center Phase I and University Business Center Phase II in October 1998.
Approximately  $388,761 and  $1,168,753  of revenues  from  University  Business
Center Phase I and $192,469 and $528,709 from  University  Business Center Phase
II,  respectively,  were generated during the three months and nine months ended
September 30, 1998.  Also  contributing to the decrease is a decrease in average
occupancy at Lakeshore Business Center Phases I and II. An increase in income at
the  Willows  of  Plainview  Phase II  resulting  from an  increase  in  average
occupancy partially offsets the decreases.

Period ending occupancy percentages represent occupancy only on a specific date;
therefore, the above analysis considers average occupancy percentages, which are
representative of the entire period's results.

The 1999  gain on sale of assets is the  result  of the sale of  University  III
vacant land to Silver City Properties, Ltd. on September 17, 1999 and the result
of the Partnership's share of the  Lakeshore/University II Joint Venture sale of
2.4 acres of land on July 23, 1999 (See Note 10 to the Financial Statements).

Interest  and other  income  includes  interest  income  earned from  short-term
investments  made by the  Partnership  with cash  reserves.  Interest  and other
income  increased  approximately  $31,755 and  $109,719 for the three months and
nine months ended  September 30, 1999 as compared to the same periods in 1998 as
a result  of an  increase  in cash  reserves  available  for  investment  due to
proceeds from the sale of University Business Center Phases I and II.

Operating  expenses decreased  approximately  $67,000 or 21% and $250,000 or 27%
for the three months and nine months ended September 30, 1999 as compared to the
same periods in 1998 due  primarily to the sale of  University  Business  Center
Phase I and II in October  1998.  The decrease is partially  offset by increased
landscape  activity and exterior  repairs at Lakeshore  Business Center Phases I
and II.

Operating  expenses - affiliated  decreased $11,000 or 8% and $42,000 or 10% for
the three  months and nine months  ended  September  30, 1999 as compared to the
same  periods  in  1998.  These  decreases  are  primarily  due to the  sale  of
University  Business  Center  Phases I and II,  offset by increased  leasing and
property  management  salaries and architectural and administrative  expenses at
Commonwealth Business Center Phase II and Lakeshore Business Center Phases I and
II. Operating expenses - affiliated are expenses incurred for services performed
by NTS Development Company, an affiliate of the General Partner.

The 1999 and 1998 loss on disposal of assets can be  attributed to the write-off
of  amenities  and  land  improvements  at the  Willows  of  Plainview  II.  The
write-offs  are  the  result  of  signage   replacements,   updating  the  model
apartments,  pool  renovations,   clubhouse  remodeling  and  new  alarm  system
installations.  The write-offs  represent the costs of unamortized  assets which
were replaced as a result of the renovations.

                                       15

<PAGE>

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

Interest expense decreased approximately $183,000 or 44% and $594,000 or 47% for
the three  months and nine months  ended  September  30, 1999 as compared to the
same  periods  in 1998 as a result  of the  reduction  in debt  from the sale of
University Business Center Phases I and II and from regular principal payments.

Management  fees are  calculated as a percentage of cash  collections;  however,
revenue for reporting  purposes is recorded on the accrual  basis.  As a result,
the  fluctuations of revenues  between periods will differ from the fluctuations
of management fee expense.  The 34% and 41% decreases in management fees for the
three  months and nine months ended  September  30, 1999 as compared to the same
periods in 1998 are  primarily  due to the sale of  University  Business  Center
Phases I and II in October 1998.

Real estate taxes decreased approximately $42,000 or 31% and $122,000 or 30% for
the three  months and nine months  ended  September  30, 1999 as compared to the
same  periods  in 1998 as a result  of the sale of  University  Business  Center
Phases I and II in October 1998.

Professional and  administrative  expenses increased  approximately  $50,000 and
$91,600  for the three  months  and nine  months  ended  September  30,  1999 as
compared to the same periods in 1998  primarily  as a result of increased  legal
fees relating to the Tender Offers discussed in Note 5.

Professional and  administrative  expenses - affiliated  decreased $7,000 or 15%
and $31,000 or 19% for the three months and nine months ended September 30, 1999
as compared to the same periods in 1998.  These  decreases  are primarily due to
the decreased salary expenses  allocated from NTS Development  Company following
the  sales of  University  Business  Center  Phases I and II.  Professional  and
administrative   expenses  -  affiliated  are  expenses  incurred  for  services
performed by employees of NTS Development  Company,  an affiliate of the General
Partner, on behalf of the Partnership.

Depreciation  and  amortization  decreased  approximately  $148,000  or 40%  and
$543,300 or 47% for the three months and nine months ended September 30, 1999 as
compared to the same periods in 1998.  The decrease is the result of the sale of
University  Business  Center  Phases I and II in October 1998.  Depreciation  is
computed using the  straight-line  method over the estimated useful lives of the
assets which are 5-30 years for land improvements,  30 years for buildings, 5-30
years for building improvements and 5-30 years for amenities. The aggregate cost
of the  Partnership's  properties  for  Federal tax  purposes  is  approximately
$27,526,096.

Partially  offsetting  all of the  decreases  discussed  above is an increase in
ownership of the Lakeshore/University II Joint Venture from 69% to 79% effective
July 1,  1999.  See Note 11 for  details of a capital  contribution  made to the
Joint Venture by NTS-Properties V affecting the change in ownership.

                                       16

<PAGE>

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

In the next 12 months, the Partnership expects the demand on future liquidity to
increase as a result of future leasing activity at Commonwealth  Business Center
Phase II and Lakeshore Business Center Phases I and II. At this time, the future
leasing  and tenant  finish  costs  which will be  required to renew the current
leases or obtain new tenants are unknown.  It is anticipated  that the cash flow
from  operations  and cash  reserves will be sufficient to meet the needs of the
Partnership.

Cash flow provided by (used in):

                                     1999                   1998
                                 ------------           ------------

Operating activities            $    617,639            $  1,306,171

Investing activities                 377,881                (323,604)

Financing activities              (2,331,039)               (874,030)
                                 ------------            ------------

Net increase (decrease) in
 cash and equivalents           $ (1,335,519)           $    108,537
                                 ============             ===========

Net cash provided by operating  activities decreased  approximately  $688,000 or
52% for the nine months ended  September 30, 1999 as compared to the same period
in 1998.  The  decrease  was  primarily  driven by a decrease in net income from
operations as a result of the sale of University Business Center Phases I and II
in October 1998 and by changes in working capital accounts.

Net cash  provided  by (used  in)  investing  activities  totaled  $377,881  and
$(323,604) for the nine months ended September 30, 1999 and 1998,  respectively.
The increase in cash from investing activities in 1999 is the result of the sale
of  assets  (Note 10)  offset  by  increased  capital  spending  and a change in
ownership  of the  Lakeshore/University  II Joint  Venture  (See  Note 11 to the
Financial Statements).

Net cash used in financing  activities  totaled  $2,331,039 and $874,030 for the
nine months ended September 30, 1999 and 1998, respectively. The increase in net
cash  used in  financing  activities  in 1999  was  primarily  the  result  of a
$1,252,000 cash  distribution  paid to the Limited  Partners in March 1999. Cash
used for this  distribution  came from the  proceeds  of the sale of  University
Business  Center Phases I and II in October of 1998.  Also  contributing  to the
increase  is  an  increase  in  funds  reserved  for  the  purchase  of  limited
partnership Units, offset partially by decreased principal payments on debt as a
result of the sale of University Business Center Phases I and II.

                                       17

<PAGE>

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

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


                         Net Income        Cash
                           (Loss)      Distributions       Return of
                         Allocated       Declared           Capital
                        ----------       ---------           -------
Limited Partners
     1999            $   (9,769)        $1,252,275        $1,252,275
     1998                    --                 --                --

General Partners
     1999            $      (99)        $   12,649        $   12,649
     1998                    --                 --                --

Currently,  the  Partnership's  plans for  renovations  and other major  capital
expenditures  include tenant  improvements  at the  Partnership's  properties as
required by lease negotiations and beginning  construction on Lakeshore Business
Center Phase III as described  later in this section.  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 the
improvements  are  determined  by the size of the space being leased and whether
the  improvements  are for a new tenant or incurred  because of a lease renewal.
The tenant finish  improvements  will be funded by cash flow from operations and
cash reserves.

Pursuant to Section 16.4 of the Partnership's  Amended and Restated Agreement of
Limited Partnership,  the Partnership established an Interest Repurchase Reserve
in June 1996.  During the years ended  December  31,  1998,  1997 and 1996,  the
Partnership  funded  $177,930,  $0, and $99,900,  respectively,  to the Reserve.
Through October 25, 1998 (the commencement date of the First Tender Offer),  the
Partnership  had  repurchased  a total of 1,882  Units for  $277,830  at a price
ranging from $135 to $160 per Unit. The offering price per Unit was  established
by the General  Partner in its sole discretion and does not purport to represent
the  fair  market  value  or  liquidation  value  of the  Units  at  that  date.
Repurchased Units are retired by the Partnership, thus increasing the percentage
of ownership of each remaining limited partner investor. The Interest Repurchase
Reserve was funded from cash  reserves.  The balance in the Reserve at September
30, 1999 was $0.

On October  25,  1998,  the  Partnership  and ORIG,  LLC,  an  affiliate  of the
Partnership, (the "bidders") commenced a tender offer (the "First Tender Offer")
to  purchase up to 1,200 of the  Partnership's  limited  Partnership  Units at a
price of $205 per Unit as of the date of the First  Tender  Offer.  The  initial
expiration  date of the  First  Tender  Offer  was  January  11,  1999  and this
expiration date was  subsequently  extended through February 5, 1999. A total of
2,458 Units were  tendered  and the bidders  accepted  all Units  tendered.  The
Partnership repurchased 600 Units and ORIG, LLC purchased 1,858 Units at a total
cost of $503,890 plus offering expenses.

                                       18

<PAGE>

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

On June 25, 1999, the  Partnership  commenced a second tender offer (the "Second
Tender Offer") to purchase up to 1,000 of the Partnership's  limited partnership
Units at a price of $167.50 per Unit as of the Second Tender Offer.  The initial
expiration  date of the Second  Tender Offer was August 31, 1999.  On August 18,
1999,  the  price was  increased  to $180 per Unit and the  expiration  date was
extended to September  30, 1999.  On August 24, 1999 the price was  increased to
$205 per Unit.

On September 17, 1999,  the  Partnership  closed on the sale of  University  III
vacant land to Silver City Properties, Ltd. for a purchase price of $801,000.

On July 23, 1999,  the L/U II Joint  Venture  closed on the sale of 2.4 acres of
land adjacent to the Lakeshore Business Center for a purchase price of $528,405.
The  Partnership  had a 79.45%  interest in the Joint Venture at that date.  The
Partnership expects to use the net proceeds from the land sales to help fund the
construction of Lakeshore Business Center Phase III as described below.

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

The following  describes the efforts being taken by the  Partnership to increase
the occupancy levels at the Partnership's  properties.  At Commonwealth Business
Center  Phase II, the leasing and  renewal  negotiations  are handled by leasing
agents, employees of NTS Development Company,  located in Louisville,  Kentucky.
The leasing agents are located in the same city as the property. All advertising
is  coordinated  by  NTS  Development   Company's  marketing  staff  located  in
Louisville,  Kentucky.  A leasing agent, an employee of NTS Development Company,
located at the Lakeshore  Business Center  development,  handles the leasing and
renewal  negotiations  at  Lakeshore  Business  Center  Phases I and II.  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.

                                       19

<PAGE>

Year 2000
---------

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

The PILOT software system, purchased in the early 1990's, is being replaced by a
Windows based network  system both for NTS'  headquarters  functions and other
locations.  The real estate accounting system developed,  sold, and supported by
the Yardi Company of Santa Barbara,  California  will replace  PILOT.  The Yardi
system has been tested and is compatible with Year 2000 and beyond.  This system
is being  implemented  with the help of  third  party  consultants  and is fully
operational  as of September 30, 1999.  NTS' system for  multi-family  apartment
locations was converted to GEAC's Power Site System  earlier in 1998 and is Year
2000 compliant.

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

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

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

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

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

                                       20

<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------
Our primary  market risk  exposure  with  regards to  financial  instruments  is
changes in interest  rates.  All of the  Partnership's  debt bears interest at a
fixed rate. At September 30, 1999, a  hypothetical  100 basis point  increase in
interest rates would result in an  approximately  $524,000  decrease in the fair
value of the debt.

                                       21

<PAGE>

PART II.  OTHER INFORMATION

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

          None

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

          Mr. Richard L. Good, who was the Vice Chairman and former  President
          of NTS Capital  Corporation  and NTS  Development  Company,  retired
          effective September 3, 1999.

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

               Exhibit 27. Financial Data Schedule

          (b)  Reports on Form 8-K

               None

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

                                       22

<PAGE>

                                   SIGNATURES
                                   ----------

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  NTS-Properties  V has duly  caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


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


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

                               /s/ Gregory A. Wells
                               -------------------------------------------------
                               Gregory A. Wells
                               Senior Vice President of
                               NTS Capital Corporation


Date: November 15, 1999

                                       23

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