<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-K

(Mark One)

         X      ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                For the fiscal year ended    December 31, 1995

                                          OR

       _____    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                For the transition period from   _____    to    _____

                Commission file number    0-11655

                                NTS-PROPERTIES IV
             (Exact name of registrant as specified in its charter)

             Kentucky                              61-1026356
             --------                              ----------
  (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 offices)           (Zip Code)

Registrant's telephone number, including area code     (502) 426-4800
                                                       ---------------

Securities registered pursuant to Section 12(b) of the Act:

                                      None

Securities registered pursuant to Section 12(g) of the Act:

                          Limited Partnership Interests
                                (Title of Class)

Indicate by check mark whether the registrant (1) 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 (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                    YES  X         NO

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

Exhibit Index: See page 60
Total Pages: 65


<PAGE>



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



                                                                         Pages
                                                                         -----

                                     PART I

Items 1 and 2    Business and Properties                                  3-22
Item 3           Legal Proceedings                                          23
Item 4           Submission of Matters to a Vote of
                   Security Holders                                         23


                                     PART II


Item 5           Market for the Registrant's Limited Partnership
                   Interests and Related Partner Matters                    24
Item 6           Selected Financial Data                                    25
Item 7           Management's Discussion and Analysis of
                   Financial Condition and Results of Operations         26-40
Item 8           Financial Statements and Supplementary Data             41-55
Item 9           Changes in and Disagreements with Accountants
                   on Accounting and Financial Disclosure                   56


                                    PART III


Item 10          Directors and Executive Officers of the
                   Registrant                                            56-57
Item 11          Management Remuneration and Transactions                   57
Item 12          Security Ownership of Certain Beneficial
                   Owners and Management                                    58
Item 13          Certain Relationships and Related Transactions          58-59


                                     PART IV


Item 14          Exhibits, Financial Statement Schedules
                   and Reports on Form 8-K                               60-64


Signatures                                                                  65



                                      - 2 -

<PAGE>



                                     PART I

Items 1. and 2.  Business and Properties

General
-------

NTS-Properties IV., Ltd., a Kentucky Limited Partnership,  (the "Partnership" or
"NTS-Properties  IV") is a limited  partnership  organized under the laws of the
Commonwealth of Kentucky on May 13, 1983. The general partner is  NTS-Properties
Associates  IV, a Kentucky  limited  partnership.  As of December 31, 1995,  the
Partnership owned the following properties:

        - Commonwealth   Business   Center  Phase  I,  a  business  center  with
          approximately  57,000  net  rentable  ground  floor  square  feet  and
          approximately 24,000 net rentable mezzanine square feet in Louisville,
          Kentucky, constructed by the Partnership.

        - Plainview  Point Office  Center Phases I and II, an office center with
          approximately 56,000 net rentable square feet in Louisville, Kentucky,
          acquired complete by the Partnership.

        - The Willows of Plainview Phase I, a 118-unit luxury apartment  complex
          in Louisville, Kentucky, constructed by the Partnership.

        - A joint  venture  interest  in The  Willows of  Plainview  Phase II, a
          144-unit luxury apartment complex in Louisville, Kentucky, constructed
          by the joint venture  between the Partnership and NTS- Properties V, a
          Maryland Limited  Partnership,  an affiliate of the general partner of
          the Partnership,  ("NTS-Properties  V"). The Partnership's  percentage
          interest in the joint venture was 10% at December 31, 1995.

        - A joint venture interest in Golf Brook  Apartments,  a 195-unit luxury
          apartment  complex  in  Orlando,  Florida,  constructed  by the  joint
          venture  between the  Partnership  and  NTS-Properties  VI, a Maryland
          Limited  Partnership,  an  affiliate  of the  general  partner  of the
          Partnership,   ("NTS-Properties  VI").  The  Partnership's  percentage
          interest in the joint venture was 4% at December 31, 1995.

        - A joint  venture  interest in Plainview  Point III Office  Center,  an
          office center with  approximately  62,000 net rentable  square feet in
          Louisville,  Kentucky,  constructed  by the joint venture  between the
          Partnership  and  NTS-Properties  VI.  The  Partnership's   percentage
          interest in the joint venture was 5% at December 31, 1995.

        - A joint  venture  interest  in  Blankenbaker  Business  Center  1A,  a
          business  center with  approximately  50,000 net rentable ground floor
          square feet and  approximately  50,000 net rentable  mezzanine  square
          feet located in  Louisville,  Kentucky,  acquired  complete by a joint
          venture between NTS-Properties Plus Ltd. and NTS-Properties VII, Ltd.,
          affiliates  of the  general  partner  of the  Partnership.  The  Joint
          Venture  Agreement was amended to admit the  Partnership  during 1994.
          The Partnership's  percentage interest in the joint venture was 30% at
          December 31, 1995.

        - A joint venture interest in the  Lakeshore/University II Joint Venture
          ("L/U II Joint  Venture").  The L/U II Joint  Venture  was  formed  on
          January  23,  1995  among  the  Partnership  and   NTS-Properties   V,
          NTS-Properties Plus Ltd. and NTS/Fort Lauderdale,  Ltd., affiliates of
          the general partner of the Partnership.  The Partnership's  percentage
          interest in the joint venture was 18% at December 31, 1995.

                                      - 3 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

General - Continued
-------------------

           A  description  of the  properties  owned by the L/U II Joint Venture
           appears below:

           -   Lakeshore  Business  Center  Phase  I - a  business  center  with
               approximately  103,000 net  rentable  square feet located in Fort
               Lauderdale, Florida, acquired complete by the joint venture.

           -   Lakeshore  Business  Center  Phase II - a  business  center  with
               approximately  97,000 net  rentable  square feet  located in Fort
               Lauderdale, Florida, acquired complete by the joint venture.

           -   University  Business  Center  Phase II - a business  center  with
               approximately   78,000  net  rentable  first  floor  (office  and
               service) and second floor  office  square feet and  approximately
               10,000 net  rentable  mezzanine  square feet  located in Orlando,
               Florida, acquired complete by the joint venture.

           -   Outparcel Building Sites - approximately 6.2 acres of undeveloped
               land adjacent to the Lakeshore Business Center development, which
               is zoned for commercial development.

The Partnership or the joint venture in which the Partnership is a partner has a
fee title interest in the above properties.  In the opinion of the Partnership's
management, the properties are adequately covered by insurance.

Commonwealth  Business Center Phase I is encumbered by a mortgage  payable to an
insurance company.  The outstanding balance at December 31, 1995 was $2,677,397.
The  mortgage  bears a fixed  interest  rate of 8.8% and is due October 1, 2004.
Monthly principal payments are based upon a 10-year  amortization  schedule.  At
maturity,  the  mortgage  will have been  repaid  based on the  current  rate of
amortization.

Plainview  Point  Office  Center  Phases  I and  II is  not  encumbered  by  any
outstanding mortgages at December 31, 1995.

The Willows of Plainview  Phase I is encumbered by permanent  mortgages with two
insurance companies. Both loans are secured by a first mortgage on the property.
The  outstanding  balance of the  mortgages at December 31, 1995 was  $3,989,989
($2,043,653 and $1,946,336). Both mortgages currently bear a fixed interest rate
of 7% and are due December 5, 2003.  Current monthly principal  payments on both
notes are based upon a 27-year amortization schedule. The outstanding balance at
maturity  based  on  the  current  rate  of  amortization  would  be  $3,367,108
($1,724,617 and $1,642,491).

The  Willows of  Plainview  Phase II, an  apartment  joint  venture  between the
Partnership and NTS-Properties V, is encumbered by permanent  mortgages with two
insurance  companies.  The outstanding balances of the mortgages at December 31,
1995 was $5,217,824 ($3,267,236 and $1,950,588). The mortgages are recorded as a
liability of the Joint Venture. The Partnership's  proportionate interest in the
mortgages  at December  31,  1995 is  $539,523  ($337,832  and  $201,691).  Both
mortgages  currently  bear a fixed interest rate of 7.5% and are due December 5,
2003.  Current  monthly  principal  payments on both  mortgages are based upon a
27-year amortization  schedule. The outstanding balance at maturity based on the
current rate of amortization would be $4,449,434  ($2,786,095 and $1,663,339) of
which the  Partnership's  proportionate  share would be $458,292  ($286,968  and
$171,324).

                                      - 4 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

General - Continued
-------------------

Golf  Brook  Apartments,  a joint  venture  between  the  Partnership  and  NTS-
Properties VI, is encumbered by a mortgage payable to an insurance company. This
mortgage payable replaces the loan which  NTS-Properties VI had obtained to fund
a portion of its  capital  contribution  to the Joint  Venture.  The  $9,200,000
mortgage payable is recorded as a liability by  NTS-Properties  VI in accordance
with the Joint Venture  Agreement.  The mortgage  bears a fixed interest rate of
8.625%. The unpaid balance of the loan ($9,200,000) is due August 1, 1997.

Plainview Point III Office Center is not encumbered by any outstanding mortgages
as of December 31, 1995.

Blankenbaker  Business  Center  1A, a joint  venture  between  the  Partnership,
NTS-Properties  VII,  Ltd. and  NTS-Properties  Plus Ltd.,  is  encumbered  by a
mortgage payable to an insurance  company.  The outstanding  balance at December
31, 1995 was  $4,500,239.  The  mortgage is recorded as a liability of the Joint
Venture.  The Partnership's  proportionate  interest in the mortgage at December
31, 1995 is $1,353,672.  The mortgage bears interest at a fixed rate of 8.5% and
is due November 15, 2005. Currently monthly principal payments are based upon an
11-year amortization  schedule. At maturity,  the mortgage will have been repaid
based on the current rate of amortization.

The  properties  owned by the  Lakeshore/University  II Joint  Venture,  a joint
venture between the Partnership,  NTS-Properties V, NTS-Properties Plus Ltd. and
NTS/Fort Lauderdale, Ltd. are encumbered by notes payable to banks as follows:

              Note Balance
              at 12/31/95                  Encumbered Property
              ------------                 -------------------
               $9,204,000            Lakeshore Business Center Phase II
               $5,740,000            University Business Center Phase II
               $1,234,000            Outparcel building sites (3.8 acres)
               $  468,333            Outparcel building sites (3.8 acres)
               $  340,000            Outparcel building sites (2.4 acres)

The notes are a  liability  of the joint  venture in  accordance  with the Joint
Venture  Agreement.  The  Partnership's  proportionate  interest in the notes at
December 31, 1995 was  $1,642,914,  $1,024,590,  $220,269,  $83,597 and $60,690,
respectively.  The notes bear interest at a fixed rate of 10.6%, are due January
31, 1998 and are secured by the assets of the joint venture.  Principal payments
required on the $9,204,000, $5,740,000 and $1,234,000 notes are as follows:

      a)      12 monthly payments of $3,000 each, the first of which was due at
              closing.  The second through 12th payments are due on the first
              day of February through December 1995.
      b)      12 monthly payments of $12,000 each, commencing on January 1, 1996
              through December 1, 1996.
      c)      13 monthly payments of $15,000 each, commencing on January 1, 1997
              through January 1, 1998.
      d)      Balloon payment due at maturity on January 31, 1998.

A mortgage has been recorded on Lakeshore  Business Center Phase I in the amount
of  $5,500,000 in favor of the banks which held the  indebtedness  on University
Business Center Phase II, Lakeshore Business Center Phase II and the undeveloped
tracts of land prior to the  formation  of the L/U II Joint  Venture.  Lakeshore
Business Center Phase I was contributed to the joint
venture free and clear of any mortgage liens.


                                      - 5 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

General - Continued
-------------------

For a  further  discussion  regarding  the  terms  of the  debt  financings  see
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations (Item 7).

Subsequent  to  December  31,  1995,  the  L/U II  Joint  Venture  submitted  an
application with an insurance  company for $17.4 million of debt financing.  The
proceeds from the loan will be used to pay off the Joint Venture's  current debt
financings of approximately  $16.9 million.  The remaining proceeds will be used
to fund Joint Venture tenant finish improvements, leasing costs and loan closing
costs. The Joint Venture anticipates that the financing will be completed during
mid-1996.

Currently,  the  Partnership's  plans for  renovations  and other major  capital
expenditures   include   tenant  finish   improvements   as  required  by  lease
negotiations  at  the  Partnership's  properties.   Changes  to  current  tenant
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  and  whether  the
improvements are for a new tenant or incurred because of a lease renewal.  As of
December 31, 1995, the L/U II Joint Venture had  commitments  for  approximately
$200,000 of tenant finish  improvements  and leasing costs.  The commitments are
the  result of an 8,200  square  foot new lease and a 7,100  square  foot  lease
renewal.  Both  leases  are  for a  period  of  five  years.  The  Partnership's
proportionate share of these commitments is approximately  $36,000 or 18%. As of
December  31,  1995,  approximately  $130,000  had been  incurred  toward  these
commitments,  of which the  Partnership's  proportionate  share is approximately
$23,000 or 18%.

As of December 31, 1995,  the L/U II Joint  Venture also had a commitment  for a
$200,000 special tenant finish allowance, of which approximately $92,000 will be
reimbursed by the tenant over a 27-month period  beginning in January 1996. This
commitment is the result of lease  negotiations  with Full Sail Recorders,  Inc.
("Full Sail") which currently  sub-leases  approximately 41,000 square feet from
Philip Crosby Associates,  Inc. ("PCA") at University  Business Center Phase II.
Full  Sail is also a major  tenant  at  University  Business  Center  Phase I, a
neighboring  property  owned  by an  affiliate  of the  general  partner  of the
Partnership.  PCA  currently  leases 100% of the business  center  through April
1998. Full Sail's lease term with the Joint Venture is for 33 months (April 1998
to December 2000).

Subsequent  to December 31,  1995, a new six-year  lease was signed at Lakeshore
Business Center Phase II for approximately 7,000 square feet. As a result of the
new lease, the L/U II Joint Venture has a commitment for approximately  $105,000
of tenant finish improvements, of which the Partnership's proportionate share is
approximately $19,000 or 18%.

The Partnership had no other material  commitments for tenant improvements as of
December 31, 1995.

The  Partnership is engaged solely in the business of developing,  constructing,
owning and  operating  residential  apartments  and  commercial  real estate.  A
presentation about industry segments is not applicable.

The current  business of the Partnership is consistent with the original purpose
of the Partnership which was to invest in real property,  which was either under
development or proposed for development,  on which it would develop,  construct,
own and operate apartment complexes,  business parks, and retail, industrial and
office  buildings.  The Partnership  properties are in a condition  suitable for
their intended use.

                                      - 6 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

General - Continued
-------------------

The Partnership  intends to hold the Properties until such time as sale or other
disposition   appears  to  be   advantageous   with  a  view  to  achieving  the
Partnership's  investment objectives or it appears that such objectives will not
be met. In deciding  whether to sell a Property,  the Partnership  will consider
factors such as potential capital appreciation, cash flow and Federal income tax
considerations,  including  possible  adverse Federal income tax consequences to
the  Limited  Partners.  Based on current  market  conditions,  the  Partnership
presently  does not expect to sell any of the  Partnership's  properties  in the
next 12 months.  The General Partner of the  Partnership is currently  exploring
the  marketability  of certain of its properties,  and has not yet determined if
any of the  properties  might be sold in the next 12  months.  Additionally  the
outparcel  building  sites owned by the L/U II Joint Venture are being  marketed
for sale. The Joint Venture currently has a contract for the sale of .7 acres of
this land for $175,000.

Commonwealth Business Center Phase I
------------------------------------

Base annual rents,  which exclude the cost of  utilities,  currently  range from
$7.97 to $11.83 per square foot for ground  floor office  space,  $3.97 to $5.59
per square foot for ground floor  warehouse space and $7.32 to $10.72 per square
foot for mezzanine  office  space.  The average base annual rental for all space
leased as of December 31, 1995 was $8.16. Space is ordinarily leased for between
three and five years with the majority of current  square  footage  being leased
for a term of five years (1).  Current leases  terminate  between 1996 and 2004.
Several of the leases provide for renewal options ranging from two to five years
at rates which are based upon  increases in the consumer  price index and/or are
negotiated  between  lessor  and  lessee.  All  leases  provide  for  tenants to
contribute toward the payment of common area expenses, insurance and real estate
taxes.  As of  December  31,  1995,  there  were 11 tenants  leasing  office and
warehouse space  aggregating  approximately  48,613 square feet of rentable area
(2).  The  tenants  who  occupy   Commonwealth   Business  Center  Phase  I  are
professional     service     oriented      organizations.      The     principal
occupations/professions  practiced include a stockbrokerage  house, food service
specialists,  insurance and  environmental  engineering.  One tenant leases more
than 10% of Commonwealth  Business  Center Phase I's rentable area:  Mid-America
Data Processing, Inc. (33.8%). The occupancy levels at the business center as of
December 31 were 86% (1995), 82% (1994), 75% (1993), 77% (1992) and 84% (1991).

The following table contains approximate data concerning the leases in effect on
December 31, 1995.

Major Tenant:

                                                   Current Base
                                  Sq. Ft. and      Annual Rental
                                    % of Net      and % of Gross
                      Year of       Rentable        Base Annual        Renewal
       Name         Expiration      Area(2)           Rental           Options
       ----         ----------      -------           ------           -------

Mid-America Data
  Processing, Inc.     2004      19,101 (33.8%)  $304,116 (51.5%)       None


(1) Excluding the Mid-America Data Processing, Inc. current lease which is for
    10 years.
(2) Rentable area includes only ground square feet (office and warehouse space).


                                      - 7 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Commonwealth Business Center Phase I - Continued
------------------------------------------------

Other Tenants:

                                                 Current Base
                             Sq. Ft. and        Annual Rental
                               % of Net        and % of Gross
   No. of       Year of        Rentable          Base Annual        Renewal
   Tenants     Expiration      Area(1)             Rental           Options
   -------     ----------      -------             ------           -------

      3           1996       8,652 (15.2%)    $ 71,139 (12.0%)   1 Three-Year
      4           1997      12,009 (21.3%)    $ 99,585 (16.8%)   2 Two-Year
     None         1998            --                  --              --
      1           1999       5,224 ( 9.2%)    $ 79,692 (13.5%)   2 Three-Year
      2           2000       3,627 ( 6.4%)    $ 35,964 ( 6.1%)       (2)

(1)   Rentable area includes only ground square feet (office and warehouse
      space).
(2)   2 Three-Year and 1 Five-Year.

Plainview Point Office Center Phases I and II
---------------------------------------------

Except as indicated in the table below and on page 9, base annual  rents,  which
include the cost of utilities,  currently range from $11.50 to $13.40 per square
foot.  The average base annual rental as of December 31, 1995 was  approximately
$11.91 per square  foot.  Office space is  ordinarily  leased for between two to
five years with the majority of current  square  footage being leased for a term
of three years (3).  Current leases  terminate  between 1996 and 2006. One lease
provides  for a  renewal  option  of five  years at a rate  which is  negotiated
between lessor and lessee.  All leases provide for tenants to contribute  toward
the  payment  of  increases  in common  area  maintenance  expenses,  insurance,
utilities and real estate taxes. As of December 31, 1995,  there were 10 tenants
leasing office space  aggregating  approximately  47,581 square feet of rentable
area. The tenants who occupy  Plainview  Point Office Center Phases I and II are
professional     service     oriented      organizations.      The     principal
occupations/professions  practiced  include a  business  school,  state  lottery
management,  telemarketing  services and  respiratory  therapy  services.  Three
tenants lease more than 10% of Plainview  Point Office  Center's  rentable area:
ICT  Group,  Inc.  (10.8%),   Kentucky  Lottery   Corporation  (11.4%)  and  ITT
Educational Services, Inc. (36.2%). The occupancy levels at the office center as
of  December  31 were 85% (1995),  74%  (1994),  43% (1993),  40% (1992) and 56%
(1991).

The following table contains approximate data concerning the leases in effect on
December 31, 1995.

Major Tenants:

                                                    Current Base
                                  Sq. Ft. and       Annual Rental
                                    % of Net       and % of Gross
                       Year of      Rentable         Base Annual       Renewal
      Name           Expiration       Area             Rental          Options
      ----           ----------       ----             ------          -------

ICT Group, Inc.         1998      6,031 (10.8%)  $ 70,524 (13.3%)    None
Kentucky Lottery
  Corporation           1997      6,374 (11.4%)  $ 73,296 (13.8%)    None
ITT Educational
  Services,  Inc.       2004     20,232 (36.2%)  $204,950 (38.7%)(4) 1 Five-Year

(3)   Excluding the ITT Educational Services, Inc. current lease which is for 10
      years and the Independent Life and Accident Insurance lease which is for
      10 1/2 years.
(4)   The lease provides that the tenant will pay its own  electricity  and thus
      the base rent is below $11.91.


                                      - 8 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Plainview Point Office Center Phases I and II - Continued
---------------------------------------------------------

Other Tenants:

                                                     Current Base
                                    Sq. Ft. and      Annual Rental
                                     % of Net       and % of Gross
    No. of            Year of        Rentable        Base Annual     Renewal
    Tenants         Expiration         Area             Rental       Options
    -------         ----------         ----             ------       -------

       2                1996       5,187 ( 9.3%)   $ 60,084 (11.3%)    None
       2                1997       2,324 ( 4.2%)   $ 29,637 ( 5.6%)    None
       1                1998         936 ( 1.7%)   $ 11,700 ( 2.2%)    None
       1                1999       2,338 ( 4.2%)   $ 29,225 ( 5.5%)    None
      None           2000-2005          --                 --          None
       1                2006       4,159 ( 7.5%)   $ 49,908 ( 9.4%)    None

The Willows of Plainview Phase I
--------------------------------

Units at The Willows of Plainview Phase I include one and  two-bedroom  loft and
deluxe  apartments  and  two-bedroom  townhomes.  All  units  have  wall-to-wall
carpeting,  individually  controlled heating and air conditioning,  dishwashers,
ranges,  refrigerators  and garbage  disposals.  All units,  except  one-bedroom
lofts, have washer/dryer  hook-ups. The one-bedroom lofts have stackable washers
and dryers.  Tenants  have access to and the use of  coin-operated  washer/dryer
facilities, clubhouse, management offices, pool, whirlpool and tennis courts.

Monthly  rental  rates at The  Willows  of  Plainview  Phase I start at $599 for
one-bedroom apartments, $849 for two-bedroom apartments and $939 for two-bedroom
townhomes,  with  additional  monthly  rental  amounts for special  features and
locations.  Tenants pay all costs of heating,  air conditioning and electricity.
Most  leases are for a period of one year.  Units will be rented in some  cases,
however,  on a shorter term basis at an additional  charge. The occupancy levels
at the  apartment  complex as of December 31 were 91%  (1995),  87% (1994),  87%
(1993),85% (1992) and 86% (1991).

The Willows of Plainview Phase II
---------------------------------

See the discussion  under The Willows of Plainview Phase I. Monthly rental rates
at The Willows of Plainview Phase II start at $599 for  one-bedroom  apartments,
$849  for  two-bedroom  apartments  and  $949 for  two-bedroom  townhomes,  with
additional  monthly  rental  amounts for special  features  and  locations.  The
occupancy levels at the apartment complex as of December 31 were 94% (1995), 93%
(1994), 91% (1993), 90% (1992) and 85% (1991).

Golf Brook Apartments
---------------------

Units at Golf Brook  Apartments  include two and three bedroom units.  All units
have   wall-to-wall   carpeting,   individually   controlled   heating  and  air
conditioning,   dishwashers,   ranges,  refrigerators,   garbage  disposals  and
washer/dryer hook-ups.  Tenants have access to and use of clubhouse,  management
offices, pool and tennis courts.

Monthly rental rates at Golf Brook  Apartments  start at $1,100 for  two-bedroom
apartments and $1,320 for  three-bedroom  apartments,  with  additional  monthly
rental  amounts for special  features  and  locations.  Tenants pay all costs of
heating,  air conditioning and electricity.  Most leases are for a period of one
year. Units will be rented in some cases, however, on a shorter term basis at an
additional  charge. The occupancy levels at the apartment complex as of December
31 were 91% (1995), 93% (1994), 91% (1993), 94% (1992) and 87% (1991).


                                      - 9 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Plainview Point III Office Center
---------------------------------

Base annual rents,  which  include the cost of  utilities,  range from $14.25 to
$15.00 per square foot for first and second  floor  office  space and $13.00 per
square foot for lower level office space. The average base annual rental for all
types of space leased as of December 31, 1995 was $14.23 per square foot. Office
space is  ordinarily  leased for between two and six years with the  majority of
current  square  footage  being  leased for a term of five and  one-half  years.
Current leases terminate  between 1996 and 2001. Some leases provide for renewal
options of between two and five years at rates which are based upon increases in
the consumer  price index and/or are negotiated  between lessor and lessee.  All
leases  provide for tenants to  contribute  toward the payment of  increases  in
common area maintenance expenses, insurance, utilities and real estate taxes. As
of  December  31,  1995,  there  were  six  tenants  leasing  space  aggregating
approximately  40,180  square  feet of  rentable  area.  The  tenants who occupy
Plainview   Point  III  Office   Center  are   professional   service   oriented
organizations.  The  principal  occupations/professions  practiced  include real
estate and insurance.  Three tenants lease more than 10% of the office  center's
rentable area: The Prudential Company of America (10.4%),  Underwriters Safety &
Claims,  Inc. (16.6%) and RE/MAX  Properties East, Inc.  (22.5%).  The occupancy
levels at the office center as of December 31 were 91% (1995),  91% (1994),  87%
(1993), 95% (1992) and 96% (1991).

The following table contains approximate data concerning the leases in effect on
December 31, 1995.

Major Tenants:

                                                   Current Base
                                    Sq. Ft. and    Annual Rental
                                      % of Net    and % of Gross
                          Year of     Rentable      Base Annual        Renewal
      Name              Expiration      Area          Rental           Options
      ----              ----------      ----          ------           -------

The Prudential Company
  of America               1997     6,474 (10.4%)  $ 95,964 (16.8%) 1 Five-Year
Underwriters Safety &
  Claims, Inc.             2001    10,343 (16.6%)  $134,460 (23.5%) None
RE/MAX Properties East,
  Inc.                     1999    14,001 (22.5%)  $204,000 (35.7%) 1 Two-Year

Other Tenants:

                                                     Current Base
                                     Sq. Ft. and     Annual Rental
                                       % of Net     and % of Gross
      No. of             Year of      Rentable        Base Annual      Renewal
      Tenants           Expiration      Area            Rental         Options
      -------           ----------      ----            ------         -------

         2                 1996     7,223 (11.6%)  $106,452 (18.6%) None
         1                 1997     2,139 ( 3.4%)  $ 31,008 ( 5.4%) 1 Three-Year

Blankenbaker Business Center 1A
-------------------------------

Prudential Service Bureau, Inc. has leased 100% of Blankenbaker  Business Center
1A. The annual base rent, which does not include the cost of utilities, is $7.89
per square  foot for ground  floor  office  space and $7.10 per square  foot for
second floor office space. The average base annual rental for all types of space
leased as of  December  31,  1995 was $7.48.  The lease term is for 11 years and
expires in July 2005.  Prudential Service Bureau, Inc. is a professional service
oriented  organization  which deals in  insurance  claim  processing.  The lease
provides  for the  tenant to  contribute  toward  the  payment  of  common  area
expenses,  insurance and real estate taxes.  The occupancy level at the business
center as of December 31, 1995, 1994, 1993, 1992 and 1991 was 100%.

                                     - 10 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Blankenbaker Business Center 1A - Continued
-------------------------------------------

The following table contains  approximate data concerning the lease in effect as
of December 31, 1995:

Major Tenant:
                                                   Current Base
                                  Sq. Ft. and      Annual Rental
                                   % of Net       and % of Gross
                       Year of     Rentable         Base Annual       Renewal
       Name          Expiration     Area(1)           Rental          Options
       ----          ----------     -------           ------          -------

Prudential Service
  Bureau, Inc.          2005     48,463 (100%)    $752,787 (100%)       None

(1)   Rentable area includes only ground floor square feet.

Lakeshore Business Center Phase I
---------------------------------

Base annual rents,  which exclude the cost of  utilities,  currently  range from
$7.71 to $12.01 per square foot for first floor office space, $5.69 to $7.50 per
square  foot for first floor  service  space and $8.75 to $11.93 per square foot
for second floor office  space.  The average base rental for all space leased as
of December 31, 1995 was $9.96.  Space is ordinarily  leased for between one and
eight years with the majority of current  square footage being leased for a term
of five years.  Current  leases expire between 1996 and 2000. All leases provide
for tenants to contribute toward the payment of common area expenses,  insurance
and real estate taxes.  As of December 31, 1995,  there were 35 tenants  leasing
office  space   (first  and  second   floor)  and  service   space   aggregating
approximately  95,069  square  feet of  rentable  area.  The  tenants who occupy
Lakeshore   Business   Center  Phase  I  are   professional   service   oriented
organizations.   The   principal   occupations/professions   practiced   include
healthcare services, financial services,  engineering and management offices for
both a cellular  communication chain and a soft drink company. One tenant leases
more than 10% of  Lakeshore  Business  Center  Phase  I's  rentable  area:  U.S.
Homecare  Infusion Therapy Products of Florida (11.7%).  The occupancy levels at
the business center as of December 31 were 92% (1995),  80% (1994),  58% (1993),
55% (1992) and 52% (1991).

The following table contains approximate data concerning the leases in effect on
December 31, 1995.

Major Tenant:
                                                        Current Base
                                       Sq. Ft. and      Annual Rental
                                        % of Net       and % of Gross
                           Year of      Rentable         Base Annual     Renewal
       Name              Expiration       Area             Rental        Options
       ----              ----------       ----             ------        -------

U.S. Homecare Infusion
  Therapy Products of
  Florida                   1998     12,081 (11.7%)   $135,912 (14.3%)     (2)

(2)   Tenant has option to renew its lease for an unspecified period of time.


                                     - 11 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Lakeshore Business Center Phase I - Continued
---------------------------------------------

Other Tenants:

                                                Current Base
                             Sq. Ft. and       Annual Rental
                               % of Net       and % of Gross
   No. of      Year of         Rentable         Base Annual        Renewal
   Tenants    Expiration         Area             Rental           Options
   -------    ----------         ----             ------           -------

      8          1996       13,153 (12.7%)   $129,384 (13.7%)       (1)
      8          1997       16,249 (15.7%)   $153,120 (16.1%)   2 Two-Year
      7          1998       12,960 (12.7%)   $125,736 (13.4%)   None
      7          1999       32,400 (31.4%)   $330,240 (34.8%)   4 Three-Year
      4          2000        8,226 ( 7.9%)   $ 72,756 ( 7.7%)   2 Three-Year

(1)   1 Two-Year, 1 Three-Year

Lakeshore Business Center Phase II
----------------------------------

Base annual rents,  which exclude the cost of  utilities,  currently  range from
$8.84 to $14.00 per square foot for first floor office  space,  $6.52 per square
foot for first  floor  service  space and $9.50 to $14.95  per  square  foot for
second  floor office  space.  The average base rental for all space leased as of
December 31, 1995 was $11.19. Space is ordinarily leased for between one and ten
years with the  majority of current  square  footage  being leased for a term of
five years.  Current leases expire  between 1996 and 2000.  Three leases provide
for renewal  options at rates  which are based upon  increases  in the  consumer
price index and/or are negotiated  between lessor and lessee. All leases provide
for tenants to contribute toward the payment of common area expenses,  insurance
and real estate taxes.  As of December 31, 1995,  there were 18 tenants  leasing
office  space   (first  and  second   floor)  and  service   space   aggregating
approximately  68,425  square feet of rentable  area (2). The tenants who occupy
Lakeshore   Business  Center  Phase  II  are   professional   service   oriented
organizations.   The   principal   occupations/professions   practiced   include
healthcare  services,  insurance,  business machine sales and management offices
for the Florida  state  lottery.  One tenant  leases more than 10% of  Lakeshore
Business  Center Phase II's  rentable  area:  Kimberly  Home Health  Care,  Inc.
(10.4%).  The occupancy  levels at the business center as of December 31 was 72%
(1995), 78% (1994), 75% (1993), 84% (1992) and 71% (1991).

The following table contains approximate data concerning the leases in effect on
December 31, 1995:

Major Tenant:

                                                 Current Base
                               Sq. Ft. and       Annual Rental
                                % of Net        and % of Gross
                  Year of       Rentable          Base Annual        Renewal
       Name     Expiration       Area               Rental           Options
       ----     ----------       ----               ------           -------

Kimberly Home
 Health Care,
 Inc.              1997      10,132 (10.4%)    $120,636 (15.8%)       None

(2)   Excludes approximately 1,218 square feet which is occupied by the business
      center's property management and leasing staff.

                                     - 12 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Lakeshore Business Center Phase II - Continued
----------------------------------------------

Other Tenants:

                                                Current Base
                              Sq. Ft. and       Annual Rental
                                % of Net       and % of Gross
    No. of      Year of        Rentable          Base Annual       Renewal
    Tenants    Expiration        Area              Rental          Options
    -------    ----------   --------------    ----------------    ----------
       2          1996       6,930 ( 7.1%)    $ 85,500 (11.2%)       None
       4          1997      18,121 (18.7%)    $198,366 (25.9%)       None
       4          1998      16,007 (16.4%)    $164,464 (21.5%)       (1)
       2          1999       3,962 ( 4.1%)    $ 39,292 ( 5.2%)       None
       5          2000      13,273 (13.7%)    $157,630 (20.6%)       None

(1)   1 Two-Year and 2 Three-Year.

University Business Center Phase II
-----------------------------------

Philip Crosby  Associates,  Inc. has leased 100% of University  Business  Center
Phase II. The annual base rent, which does not include the cost of utilities, is
$13.00 per square foot for first floor office  space,  $8.50 per square foot for
first floor service space,  $14.00 per square foot for second floor office space
and $13.00 per square foot for mezzanine  office space.  The average base annual
rental for all types of space  leased as of December  31,  1995 was $12.43.  The
lease term is for seven years and  expires in 1998.  Philip  Crosby  Associates,
Inc. is a  professional  service  oriented  organization  which  specializes  in
quality control seminars. The lease provides for the tenant to contribute toward
the payment of common  area  expenses,  insurance  and real  estate  taxes.  The
occupancy level at the business center as of December 31, 1995, 1994, 1993, 1992
and 1991 was 100%.

The following table contains  approximate data concerning the lease in effect as
of December 31, 1995.

Major Tenant:
                                                   Current Base
                                Sq. Ft. and        Annual Rental
                                  % of Net        and % of Gross
                      Year of     Rentable          Base Annual       Renewal
       Name         Expiration     Area(2)            Rental          Options
       ----         ----------     -------            ------          -------

Philip Crosby
 Associates, Inc.      1998     75,975 (100%)   $1,072,920 (100%)   1 Five-Year

(2)   Rentable area  includes only first floor (office and service)  square feet
      and second floor office square feet.

Additional operating data regarding the Partnership's properties is furnished in
the following table.


                                Federal        Realty          Annual
                               Tax Basis      Tax Rate      Realty Taxes
                               ---------      --------      ------------
Wholly-Owned Properties
-----------------------

Commonwealth Business
Center Phase I                $3,982,857      $.011410        $ 36,555

Plainview Point Office
Center Phases I and II         3,392,744       .011410          18,449
                             
                             (continued next page)


                                     - 13 -

<PAGE>


Items 1. and 2.  Business and Properties - Continued

                                Federal        Realty          Annual
                               Tax Basis      Tax Rate      Realty Taxes
                               ---------      --------      ------------
The Willows of
Plainview Phase I             $ 7,317,902     $.011410        $ 53,320

Property Owned in Joint
Venture with NTS-
Properties V
------------

The Willows of
Plainview Phase II              7,858,570      .011410          59,528

Properties Owned in
Joint Venture with NTS-
Properties VI
-------------

Golf Brook Apartments          16,100,810      .018950         224,493

Plainview Point III
Office Center                   4,246,199      .011410          35,667

Property Owned in Joint
Venture with NTS-
Properties VII and NTS-
Properties Plus Ltd.
--------------------

Blankenbaker Business
Center 1A                       7,356,545      .011410          66,685

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

Lakeshore Business
Center Phase I                 10,021,413      .027197         138,990

Lakeshore Business
Center Phase II                11,999,046      .027197         128,497

University Business
Center Phase II                 7,104,723      .023212         106,191

Percentage  ownership has not been applied to the information in the above table
for properties owned through a joint venture.

Depreciation for book purposes 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 for  amenities.  The  estimated  realty  taxes  on  planned  renovations,
primarily tenant improvements, is not material.

See Management's Discussion and Analysis of Financial Condition and Results
of Operations (Item 7) for explanations regarding the fluctuations of income
and occupancy at the Partnership's properties.



                                     - 14 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Investment in Joint Ventures
----------------------------

NTS Willows  Phase II Joint  Venture - On  September  1, 1984,  the  Partnership
entered  into a  joint  venture  agreement  with  NTS-Properties  V to  develop,
construct, own and operate a 144 - unit luxury apartment complex on an 8.29 acre
site in  Louisville,  Kentucky  known as The Willows of Plainview  Phase II. The
term of the Joint Venture shall  continue  until  dissolved.  Dissolution  shall
occur upon, but not before, the first to occur of the following:

      (a)     the withdrawal, bankruptcy or dissolution of a Partner or the
              execution by a Partner of an assignment for the benefit of its
              creditors;

      (b)     the sale, condemnation or taking by eminent domain of all or
              substantially all of the assets of the Partnership, other than its
              cash and cash equivalent assets;

      (c)     the vote or consent of each of the Partners to dissolve the
              Partnership; or

      (d)     September 30, 2028.

The  Partnership  contributed  land  valued at  $800,000  and  NTS-Properties  V
contributed approximately $7,455,000, the construction and carrying costs of the
apartment  complex.  No future  contributions are anticipated as of December 31,
1995.

The apartment  complex is encumbered by permanent  mortgages  with two insurance
companies.  Both loans are  secured by a first  mortgage  on the  property.  The
outstanding  balance  of the  mortgages  at  December  31,  1995  is  $5,217,824
($3,267,236  and  $1,950,588).  The mortgages are recorded as a liability of the
Joint  Venture.  The  Partnership's  proportionate  interest in the mortgages at
December 31, 1995 is $539,523 ($337,832 and $201,691).  Both mortgages currently
bear a fixed interest rate of 7.5% and are due December 5, 2003. The outstanding
balance  at  maturity  based  on the  current  rate  of  amortization  would  be
$4,449,434 ($2,786,095 and $1,663,339) of which the Partnership's  proportionate
share would be $458,292 ($286,968 and $171,324). See Management's Discussion and
Analysis of Financial Condition and Results of Operations (Item 7) for a further
discussion regarding the terms of the debt financing.

The Net Cash Flow for each calendar  quarter is  distributed  to the Partners in
accordance with their respective  Percentage  Interests.  The term Net Cash Flow
means the excess,  if any, of (A) the gross  receipts from the operations of the
Joint Venture Property  (including  investment  income) for such period plus any
funds released from previously  established reserves (referred to in clause (iv)
below),  over (B) the sum of (i) all cash  operating  expenses paid by the Joint
Venture  Property  during such period in the course of  business,  (ii)  capital
expenditures  during such period not funded by capital  contributions,  loans or
paid out of previously  established reserves,  (iii) payments during such period
on account of  amortization  of the principal of any debts or liabilities of the
Joint Venture  property and (iv) reserves for contingent  liabilities and future
expenses  of  the  Joint  Venture  Property.   Percentage  Interest  means  that
percentage  which the capital  contributions of a Partner bears to the aggregate
capital contributions of all the Partners.

Net income or net loss is  allocated  between the  Partners in  accordance  with
their respective Percentage Interests. The Partnership's ownership share was 10%
at December 31, 1995.


                                     - 15 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Investment in Joint Ventures - Continued
----------------------------------------

The  Partnership  has no liability for funding losses of the joint venture as of
December 31, 1995.

NTS Ft.  Lauderdale  Office Joint  Venture - On April 1, 1985,  the  Partnership
entered  into a  joint  venture  agreement  with  NTS-Properties  V to  develop,
construct,  own and  operate an office  warehouse  building  in Ft.  Lauderdale,
Florida known as Lakeshore Business Center Phase I.

The  Partnership  contributed  land valued at $1,752,982  and  NTS-Properties  V
contributed approximately  $9,170,000,  the cost of constructing and leasing the
building.  On January 23, 1995,  the partners of the NTS Ft.  Lauderdale  Office
Joint Venture contributed  Lakeshore Business Center Phase I to the newly formed
Lakeshore/University  II (L/U II) Joint Venture. For a further discussion of the
Lakeshore/University II Joint Venture, see pages 19 through 21.

NTS Sabal Golf Villas  Joint  Venture - On September  1, 1985,  the  Partnership
entered  into a joint  venture  agreement  with  NTS-Properties  VI to  develop,
construct,  own and operate a 158-unit luxury apartment  complex on a 13.15 acre
site in Orlando,  Florida known as Golf Brook  Apartments Phase I. On January 1,
1987, the joint venture  agreement was amended to include Golf Brook  Apartments
Phase  II, a 37-unit  luxury  apartment  complex  located  on a 3.069  acre site
adjacent to Golf Brook  Apartments  Phase I. The term of the Joint Venture shall
continue until  dissolved.  Dissolution  shall occur upon,  but not before,  the
first to occur of the following:

      (a)     the withdrawal, bankruptcy or dissolution of a Partner or the
              execution by a Partner of an assignment for the benefit of its
              creditors;

      (b)     the sale, condemnation or taking by eminent domain of all or
              substantially all of the assets of the Partnership, other than its
              cash and cash-equivalent assets;

      (c)     the vote or consent of each of the Partners to dissolve the
              Partnership; or

      (d)     September 30, 2025.

The  Partnership  contributed  land  valued at  $1,900,000  with a related  note
payable to a bank of $1,200,000.  NTS-Properties  VI  contributed  approximately
$15.8  million,   the  cost  of   constructing   and  leasing  the   apartments.
NTS-Properties  VI also contributed  funds to retire the $1,200,000 note payable
to a bank. No future contributions are anticipated as of December 31, 1995.

The Net Cash Flow for each calendar  quarter is  distributed  to the Partners in
accordance with their respective  Percentage  Interests.  The Term Net Cash Flow
means the excess,  if any, of (a) the sum of (i) the gross receipts of the Joint
Venture Property, for such period, other than capital  contributions,  plus (ii)
any funds from previously  established  reserves (referred to in clause (b) (iv)
below),  over (b) the sum of (i) all cash  expenses  paid by the  Joint  Venture
Property during such period,  (ii) all capital  expenditures paid in cash during
such period, (iii) payments during such period on account of amortization of the
principal of any debts or  liabilities of the Joint Venture  Property,  and (iv)
reserves for  contingent  liabilities  and future  expenses of the Joint Venture
Property,  as established by the Partners;  provided,  however, that the amounts
referred to in (i),  (ii) and (iii)  above shall be taken in to account  only to
the

                                     - 16 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Investment in Joint Ventures - Continued
----------------------------------------

extent not funded by capital contributions or paid out of previously established
reserves.   Percentage   Interest  means  that  percentage   which  the  capital
contributions of a Partner bears to the aggregate  capital  contributions of all
the Partners.

Net income or net loss is  allocated  between the  Partners in  accordance  with
their respective Percentage Interests.  The Partnership's ownership share was 4%
at December 31, 1995.

The  Partnership  has no liability for funding losses of the joint venture as of
December 31, 1995.

Plainview  Point III Joint Venture - On March 1, 1987, the  Partnership  entered
into a joint venture agreement with NTS-Properties VI to develop, construct, own
and operate an office building in Louisville,  Kentucky known as Plainview Point
III  Office  Center.  The  terms  of the  Joint  Venture  shall  continue  until
dissolved.  Dissolution shall occur upon, but not before,  the first to occur of
the following:

      (a)     the withdrawal, bankruptcy or dissolution of a Partner or the
              execution by a Partner of an assignment for the benefit of its
              creditors;

      (b)     the  sale,  condemnation  or taking  by  eminent  domain of all or
              substantially all of the assets of the Real Property,  unless such
              disposition  is, in whole or in part,  represented by a promissory
              note of the purchaser;

      (c)     the vote or consent of each of the Partners to dissolve the
              Partnership; or

      (d)     December 30, 2026.

The  Partnership  contributed  land valued at $790,000 with an outstanding  note
payable to a bank of $550,000 which was secured by the land.  NTS-Properties  VI
contributed  approximately  $4.1  million,  the cost to construct  and lease the
building.  NTS-Properties  VI also contributed funds to retire the $550,000 note
payable to the bank. No future  contributions are anticipated as of December 31,
1995.

The Net Cash Flow for each calendar  quarter is  distributed  to the Partners in
accordance with their respective  Percentage  Interests.  The term Net Cash Flow
means the excess,  if any, of (a) the sum of (i) the gross receipts of the Joint
Venture Property, for such period, other than capital  contributions,  plus (ii)
any funds from previously  established  reserves (referred to in clause (b) (iv)
below),  over (b) the sum of (i) all cash  expenses  paid by the  Joint  Venture
Property during such period,  (ii) all capital  expenditures paid in cash during
such period, (iii) payments during such period on account of amortization of the
principal of any debts or  liabilities of the Joint Venture  Property,  and (iv)
reserves for  contingent  liabilities  and future  expenses of the Joint Venture
Property,  as established by the Partners;  provided,  however, that the amounts
referred to in (i),  (ii) and (iii)  above shall be taken in to account  only to
the  extent  not  funded  by  capital  contributions  or paid out of  previously
established  reserves.  Percentage  Interest  means  that  percentage  which the
capital  contributions of a Partner bears to the aggregate capital contributions
of all the Partners.

Net income or net loss is  allocated  between the  Partners in  accordance  with
their respective Percentage Interests.  The Partnership's ownership share was 5%
at December 31, 1995.

                                     - 17 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Investment in Joint Ventures - Continued
----------------------------------------

The  Partnership  has no liability for funding losses of the joint venture as of
December 31, 1995.

Blankenbaker   Business   Center  Joint  Venture  -  On  August  16,  1994,  the
Blankenbaker  Business  Center  Joint  Venture  agreement  was  amended to admit
NTS-Properties IV to the Joint Venture.  The Joint Venture was originally formed
on December 28, 1990 between  NTS-Properties  Plus Ltd. and NTS- Properties VII,
Ltd.,  affiliates  of the  general  partner,  to own  and  operate  Blankenbaker
Business  Center 1A and to acquire an  approximately  2.49 acre parking lot that
was  being  leased by the  business  center  from an  affiliate  of the  general
partner.  The  use of the  parking  lot is a  provision  of the  tenant's  lease
agreement  with the  business  center.  The  terms of the  Joint  Venture  shall
continue until  dissolved.  Dissolution  shall occur upon,  but not before,  the
first to occur of the following:

      (a)     the withdrawal, bankruptcy or dissolution of a Partner or the
              execution by a Partner of an assignment for the benefit of its
              creditors;

      (b)     the  sale,  condemnation  or taking  by  eminent  domain of all or
              substantially  all of the assets of the Real  Property and Parking
              Lot  and  the  sale  and/or   collection   of  any   evidences  of
              indebtedness received in connection therewith;

      (c)     the vote or consent of each of the Partners to dissolve the
              Partnership; or

      (d)     December 31, 2030.

In 1990 when the Joint Venture was originally formed,  NTS-Properties  VII, Ltd.
contributed  $450,000 which was used for additional  tenant  improvements to the
business center, and contributed $325,000 to purchase the 2.49 acre parking lot.
The  additional  tenant  improvements  were made to the business  center and the
parking  lot  was  purchased  in  1991.  NTS-Properties  Plus  Ltd.  contributed
Blankenbaker Business Center 1A together with improvements and personal property
subject to mortgage indebtedness of $4,715,000.  During November 1994, this note
payable was replaced with permanent financing in the amount of $4,800,000. For a
further  discussion   regarding  the  permanent   financing,   see  Management's
Discussion and Analysis of Financial  Condition and Results of Operations  (Item
7).

On April 28, 1994,  the Joint Venture  obtained  $1,100,000 in debt financing to
fund a portion of the tenant finish and leasing costs which are associated  with
the Prudential Service Bureau,  Inc. lease renewal and expansion.  For a further
discussion of the lease renewal and expansion,  see Management's  Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations  (Item 7).  The
$1,100,000 note bore interest at the Prime Rate + 1 1/2%. In order for the Joint
Venture to obtain the $4,800,000 of permanent  financing discussed above, it was
necessary for the Joint Venture to seek an additional  Joint Venture  partner to
provide the funds  necessary  for the tenant finish and leasing costs instead of
debt financing. The $1,100,000 note was retired in August 1994. This resulted in
the Joint  Venture's debt being at a level where  permanent  financing  could be
obtained and serviced.

On August 16, 1994, NTS-Properties IV contributed $1,100,000 and NTS- Properties
VII, Ltd.  contributed  $500,000 in  accordance  with the agreement to amend the
Joint Venture. The need for additional capital by the Joint Venture was a result
of the lease renewal and  expansion  which was signed April 28, 1994 between the
Joint Venture and Prudential. NTS-Properties

                                     - 18 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Investment in Joint Ventures - Continued
----------------------------------------

Plus Ltd.  was not in a  position  to  contribute  additional  capital,  nor was
NTS-Properties VII, Ltd. in a position to contribute all of the capital required
for this  project.  NTS-Properties  IV was willing to  participate  in the Joint
Venture and to contribute,  together with  NTS-Properties VII, Ltd., the capital
necessary with respect to the project.  NTS-Properties  Plus Ltd.  agreed to the
admission  of  NTS-Properties  IV to the  Joint  Venture,  and  to  the  capital
contributions  by  NTS-Properties  IV and  NTS-Properties  VII,  Ltd.  with  the
knowledge that its joint venture  interest  would, as a result,  decrease.  With
this expansion,  Prudential now occupies 100% of the business center.  No future
contributions are anticipated as of December 31, 1995.

The Net Cash Flow for each calendar  quarter is  distributed  to the Partners in
accordance with the respective Percentage Interests.  The term Net Cash Flow for
any  period  shall  mean the  excess,  if any,  of (A) the sum of (i) the  gross
receipts of the Joint  Venture  Property  for such  period,  other than  capital
contributions,  plus (ii) any funds  released by the  Partners  from  previously
established reserves (referred to in clause (B) (iv) below), over (B) the sum of
(i) all cash operating  expenses paid by the Joint Venture  Property during such
period in the course of the  business,  (ii) capital  expenditures  paid in cash
during such period, (iii) payments during such period on account of amortization
of the principal of any debts or liabilities  of the Joint Venture  Property and
(iv)  reserves  for  contingent  liabilities  and future  expenses  of the Joint
Venture  Property as established by the Partners;  provided,  however,  that the
amounts  referred  to in (B)(i),  (ii) and (iii)  above shall only be taken into
account  to the  extent  not  funded  by  capital  contributions  or paid out of
previously established reserves. Percentage Interest means that percentage which
the  capital   contributions  of  a  Partner  bears  to  the  aggregate  capital
contributions of all the Partners.

Net income or net loss is  allocated  between the  Partners in  accordance  with
their respective Percentage Interests. The Partnership's ownership share was 30%
at December 31, 1995.

The  Partnership  has no liability for funding losses of the joint venture as of
December 31, 1995.

Lakeshore/University II Joint Venture - On January 23, 1995, a new joint venture
known as Lakeshore/University II Joint Venture (L/U II Joint Venture) was formed
among the  Partnership  and  NTS-Properties  V, NTS-  Properties  Plus Ltd.  and
NTS/Fort Lauderdale, Ltd., affiliates of the general partner of the Partnership,
for purposes of owning  Lakeshore  Business  Center Phases I and II,  University
Business Center Phase II and certain  undeveloped tracts of land adjacent to the
Lakeshore  Business  Center  development.   The  table  below  identifies  which
properties  were  contributed  to the L/U II Joint  Venture  and the  respective
owners of such properties prior to the formation of the joint venture.

               Property                            Contributing Owner
               --------                            ------------------

      Lakeshore Business Center Phase I        NTS-Properties IV and NTS-
                                               Properties V

      Lakeshore Business Center Phase II       NTS-Properties Plus Ltd.

      Undeveloped land adjacent to the         NTS-Properties Plus Ltd.
      Lakeshore Business Center
      development (3.8 acres)


                                     - 19 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Investment in Joint Ventures - Continued
----------------------------------------

               Property                            Contributing Owner
               --------                            ------------------

      Undeveloped land adjacent to the         NTS/Fort Lauderdale, Ltd.
      Lakeshore Business Center
      development (2.4 acres)

      University Business Center Phase II      NTS-Properties V and NTS-
                                               Properties Plus Ltd.

The term of the Joint Venture shall continued until dissolved. Dissolution shall
occur upon, but not before, the first to occur of the following:

      (a)    the withdrawal, bankruptcy or dissolution of a Partner or the
             execution by a Partner of an assignment for the benefit of its
             creditors;

      (b)    the  sale,  condemnation  or  taking  by  eminent  domain of all or
             substantially  all  of  the  Real  Property  and  the  sale  and/or
             collection of any evidences of indebtedness  received in connection
             therewith;

      (c)    the vote or consent of each of the Partners to dissolve the
             Partnership; or

      (d)    December 31, 2030.

Each of the properties  were  contributed to the L/U II Joint Venture subject to
existing  indebtedness,  except for Lakeshore  Business Center Phase I which was
contributed to the joint venture free and clear of any mortgage  liens,  and all
such indebtedness was assumed by the joint venture. Mortgages have been recorded
on  Lakeshore  Business  Center  Phase I in the  amount  of  $5,500,000,  and on
University Business Center Phase II in the amount of $3,000,000, in favor of the
banks  which held the  indebtedness  on  University  Business  Center  Phase II,
Lakeshore  Business Center Phase II and the undeveloped  tracts of land prior to
the formation of the joint venture.  In addition to the above,  the  Partnership
also  contributed  $750,000  to the L/U II Joint  Venture.  As a  result  of the
valuation  of the  properties  contributed  to the  L/U II  Joint  Venture,  the
Partnership obtained an 18% partnership interest in the joint venture.

The  properties of the L/U II Joint  Venture are  encumbered by notes payable to
banks as follows:

              Note Balance
              at 12/31/95                   Encumbered Property
              ------------                  -------------------
               $9,204,000             Lakeshore Business Center Phase II
               $5,740,000             University Business Center Phase II
               $1,234,000             Outparcel building sites (3.8 acres)
               $  468,333             Outparcel building sites (3.8 acres)
               $  340,000             Outparcel building sites (2.4 acres)

The notes are recorded as liabilities of the Joint  Venture.  The  Partnership's
proportionate  interest  in  the  notes  at  December  31,  1995  is  $3,032,060
($1,642,914,  $1,024,590, $220,269, $83,597 and $60,690). The notes bear a fixed
interest rate of 10.6% and are due January 31, 1998. See Management's Discussion
and Analysis of Financial  Condition  and Results of  Operations  (Item 7) for a
further discussion regarding the terms of the debt financing.

                                     - 20 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Investment in Joint Ventures - Continued
----------------------------------------

The Net Cash Flow for each calendar  quarter is  distributed  to the Partners in
accordance with their  respective  Percentage  Interest.  The term Net Cash Flow
means the excess,  if any, of (A) the sum of (i) the gross receipts of the Joint
Venture Properties for such period (including loan proceeds), other than capital
contributions, plus (ii) any funds released from previously established reserves
(referred  to in  clause  (B)(iv)  below),  over  (B) the  sum of (i)  all  cash
operating expenses paid by the Joint Venture during such period in the course of
business,  (ii)  capital  expenditures  paid in cash during such  period,  (iii)
payments  during such period on account of  amortization of the principal of any
debts or  liabilities  of the Joint  Venture and (iv)  reserves  for  contingent
liabilities  and future  expenses of the Joint  Venture,  as  established by the
Partners;  provided,  however,  that the amounts referred to in (B)(i), (ii) and
(iii) above shall only be taken into account to the extent not funded by capital
contributions  or  paid  out  of  previously  established  reserves.  Percentage
Interest  means that  percentage  which the capital  contributions  of a Partner
bears to the aggregate capital contributions of all the Partners.

Net income or net loss is  allocated  between the  partners in  accordance  with
their respective Percentage Interests. The Partnership's ownership share was 18%
at December 31, 1995.

The  Partnership  had no liability for funding losses of the joint venture as of
December 31, 1995.

Competition
-----------

The  Partnership's  properties are subject to competition  from similar types of
properties  (including,  in  certain  areas,  properties  owned  or  managed  by
affiliates of the General  Partner) in the  respective  vicinities in which they
are located. Such competition is generally for the retention of existing tenants
or  for  new  tenants  when  vacancies  occur.  The  Partnership  maintains  the
suitability  and  competitiveness  of its  properties  primarily on the basis of
effective  rents,  amenities  and service  provided to tenants.  Competition  is
expected to increase in the future as a result of the construction of additional
properties.  As of December 31, 1995, there are no properties under construction
in the respective  vicinities in which the properties are located except for the
following:  In the vicinity of Golf Brook  Apartments,  there are 240  apartment
units currently under  construction  which are scheduled to be completed  during
the second  quarter of 1996.  At this time it is  unknown  the effect  these new
units will have on occupancy at Golf Brook  Apartments.  The Partnership has not
commissioned a formal market analysis of competitive conditions in any market in
which it owns properties,  but relies upon the market condition knowledge of the
employees of NTS Development  Company who manage and supervise  leasing for each
property.

Management of Properties
------------------------

NTS  Development  Company,  an affiliate of  NTS-Properties  Associates  IV, the
general partner of the Partnership,  directs the management of the Partnership's
properties  pursuant  to a  written  agreement.  NTS  Development  Company  is a
wholly-owned subsidiary of NTS Corporation.  Mr. J. D. Nichols has a controlling
interest  in  NTS  Corporation  and  is  a  general  partner  of  NTS-Properties
Associates  IV. Under the agreement,  the Property  Manager  establishes  rental
policies and rates and directs the marketing activity of leasing  personnel.  It
also  coordinates the purchase of equipment and supplies,  maintenance  activity
and the selection of all vendors,  suppliers  and  independent  contractors.  As
compensation for its services, the Property Manager received a total of $186,176
for the year ended  December 31, 1995.  $122,736  was received  from  commercial
properties  and $63,440 was received  from  residential  properties.  The fee is
equal  to 6% of  gross  revenues  from  commercial  properties  and 5% of  gross
revenues from residential properties.

                                     - 21 -

<PAGE>



Items 1. and 2.  Business and Properties - Continued

Management of Properties - Continued
------------------------------------

In addition,  the management  agreement requires the Partnership to purchase all
insurance relating to the managed  properties,  to pay the direct  out-of-pocket
expenses  of the  Property  Manager  in  connection  with the  operation  of the
properties,  including the cost of goods and materials used for and on behalf of
the  Partnership,  and to  reimburse  the  Property  Manager  for the  salaries,
commissions,  fringe  benefits,  and  related  employment  expenses  of  on-site
personnel.

The term of the Management  Agreement  between NTS  Development  Company and the
Partnership was initially for five years, and thereafter for succeeding one-year
periods,  unless  cancelled.  The Agreement is subject to cancellation by either
party upon sixty days written  notice.  As of December 31, 1995,  the Management
Agreement is still in effect.

Conflict of Interest
--------------------

Because the  principals of the general  partner and/or its affiliates own and/or
operate real estate  properties  other than those owned by the Partnership  that
are or could be in  competition  with the  Partnership,  potential  conflicts of
interest exist.  Because the Partnership was organized by and is operated by the
General  Partner,   these  conflicts  are  not  resolved   through   arms-length
negotiations  but through the exercise of the General  Partner's  good  judgment
consistent  with its fiduciary  responsibility  to the Limited  Partners and the
Partnership's  investment  objectives  and  policies.  The  General  Partner  is
accountable  to the  Limited  Partners  as a  fiduciary  and  consequently  must
exercise  good faith and  integrity in handling  the  Partnership's  affairs.  A
provision has been made in the  Partnership  Agreement that the General  Partner
will not be liable to the Partnership except for acts or omissions  performed or
omitted  fraudulently,  in bad  faith  or  with  negligence.  In  addition,  the
Partnership  Agreement  provides for  indemnification  by the Partnership of the
General Partner for liability resulting from errors in judgement or certain acts
or  omissions.  The General  Partner and its  affiliates  retain a free right to
compete  with the  Partnership's  properties  including  the  right  to  develop
competing  properties  now and in the  future  in  addition  to  those  existing
properties which may compete directly or indirectly.

NTS Development  Company,  the Property  Manager and an affiliate of the General
Partner,  acts in a similar capacity for other  affiliated  entities in the same
geographic  region where the Partnership has property  interests.  The agreement
with the Property  Manager is on terms no less favorable to the Partnership than
those  which could be  obtained  from a third party for similar  services in the
same  geographical  region in which the properties are located.  The contract is
terminable by either party without penalty upon 60 days written notice.

There are no other  agreements or  relationships  between the  Partnership,  the
General Partner and its affiliates than that previously described.

Employees
---------

The  Partnership  has no  employees;  however,  employees of an affiliate of the
general  partner are  available  to perform  services for the  Partnership.  The
Partnership  reimburses  this  affiliate for the actual costs of providing  such
services.



                                     - 22 -

<PAGE>



Item 3.  Legal Proceedings

The litigation  originally  instituted by an investor in the Partnership against
her investment  advisor and involving claims between the investment  advisor and
the Partnership,  its general partner, and NTS-Properties V, an affiliate of the
general partner of the Partnership, and its general partner has been settled. At
a settlement conference before the Court (U.S.D.C., S.D. NY), the parties agreed
on a confidential  basis to settle the litigation,  and any and all other claims
of  Third-Party  Plaintiffs in exchange for the payment by the  Partnership  and
NTS-Properties V of the sum of $45,000 each.

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

None.

                                     - 23 -

<PAGE>



                                     PART II

Item 5.        Market for Registrant's Limited Partnership Interests and Related
               Partner Matters

There is no established  trading market for the limited  partnership  interests.
The  Partnership  had 2,847  limited  partners as of  February  29,  1996.  Cash
distributions  and  allocations of income and loss are made as described in Note
1C to the Partnership's 1995 financial statements.

Annual  distributions  totalling $37.00 (1995),  $11.58 (1994) and $11.44 (1993)
were paid per limited  partnership  unit. 1995  distributions  include a $25 per
unit  special  distribution  from the  Partnership's  cash  reserves.  Quarterly
distributions  are determined  based on current cash  balances,  cash flow being
generated by operations and cash reserves  needed,  as determined by the general
partner, for future leasing costs, tenant finish costs and capital improvements.
Distributions were paid quarterly as follows:


                                     1995              1994             1993
                                  ----------        ----------       ---------

First quarter                       $28.00            $ 2.86           $ 2.86
Second quarter                        3.00              2.86             2.86
Third quarter                         3.00              2.86             2.86
Fourth quarter                        3.00              3.00             2.86
                                     ------           ------           ------

                                    $37.00            $11.58           $11.44
                                    ======            ======           ======

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
years ended December 31, 1995, 1994 and 1993.


                                                    Cash
                           Net Loss            Distributions         Return of
                          Allocated               Declared            Capital
                          ---------               --------            -------

Limited Partners:
       1995               $(422,220)             $1,100,565         $1,100,565
       1994                (303,153)                344,447            344,447
       1993                (261,903)                340,282            340,282

General Partner:
       1995               $  (4,265)             $   11,117         $   11,117
       1994                  (3,062)                  3,479              3,479
       1993                  (2,645)                  3,438              3,438



                                     - 24 -

<PAGE>

<TABLE>


Item 6.  Selected Financial Data

Years ended December 31, 1995, 1994, 1993, 1992 and 1991.
<CAPTION>


                                                  1995               1994              1993              1992              1991
                                               -----------       ------------      ------------      ------------      ------------

<S>                                            <C>               <C>               <C>               <C>               <C>         
Rental and other income                        $  3,285,430      $  2,595,299      $  2,184,317      $  2,302,901      $  2,223,278
Total expenses                                   (3,711,915)       (2,901,514)       (2,448,865)       (2,274,943)       (2,515,278)
                                               ------------      ------------      ------------      ------------      ------------

Net income (loss)                              $   (426,485)     $   (306,215)     $   (264,548)     $     27,958      $   (292,000)
                                               ============      ============      ============      ============      ============

Net income (loss) allocated to:
 General partner                               $     (4,265)     $     (3,062)     $     (2,645)     $        280      $     (2,920)
 Limited partners                              $   (422,220)     $   (303,153)     $   (261,903)     $     27,678      $   (289,080)

Net income (loss) per
limited partnership unit                       $     (14.19)     $     (10.19)     $      (8.80)     $        .93      $      (9.72)

Weighted average number
 of limited partnership
 units                                               29,745            29,745            29,745            29,745            29,745

Cumulative net income
 (loss) allocated to:
  General partner                              $      3,868      $      8,133      $     11,195      $     13,840      $     13,560
  Limited partners                             $    382,819      $    805,039      $  1,108,192      $  1,370,095      $  1,342,417

Cumulative taxable income
 (loss) allocated to:
  General partner                              $    (24,486)     $    (20,830)     $    (14,278)     $     (9,650)     $     (8,381)
  Limited partners                             $ (2,424,353)     $ (2,062,388)     $ (1,413,707)     $   (955,538)     $   (829,859)

Distributions declared:
 General partner                               $     11,117      $      3,479      $      3,438      $      5,163      $     10,053
 Limited partners                              $  1,100,565      $    344,447      $    340,282      $    511,175      $    995,268

Cumulative distributions
 declared to:
  General partner                              $    216,002      $    204,885      $    201,406      $    197,968      $    192,805
  Limited partners                             $ 21,384,794      $ 20,284,229      $ 19,939,782      $ 19,599,500      $ 19,088,325

At year end:
Land, buildings and
 amenities, net                                $ 14,617,818      $ 11,974,200      $  9,808,367      $ 10,251,046      $ 10,757,838

Total assets                                   $ 16,645,788      $ 15,483,541      $ 15,242,567      $ 11,537,027      $ 12,112,817

Mortgages and notes
 payable                                       $ 11,592,641      $  8,895,313      $  8,132,325      $  3,883,000      $  3,883,000

</TABLE>

The  above  selected  financial  data  should  be read in  conjunction  with the
financial  statements  and related notes  appearing  elsewhere in this Form 10-K
report.


                                                                   - 25 -

<PAGE>



Item 7.      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 December 31 were as
follows:


                                         Percentage
                                        Ownership at
                                          12/31/95      1995      1994     1993
                                        ------------    ----      ----     ----
Wholly-Owned Properties
-----------------------
Commonwealth Business Center                 100%        86%       82%      75%
Phase I

Plainview Point Office Center                100%        85%       74%      43%
Phases I and II

The Willows of Plainview Phase I             100%        91%       87%      87%

Properties Owned in Joint Venture
with NTS-Properties V
---------------------
The Willows of Plainview Phase II             10%        94%       93%      91%

Lakeshore Business Center Phase I             N/A        See       80%      58%
                                                       below
                                                         (2)
Properties Owned in Joint Venture
with NTS-Properties VI
----------------------
Golf Brook Apartments                          4%        91%       93%      91%

Plainview Point III Office Center              5%        91%       91%      87%


Property Owned in Joint Venture
with NTS-Properties VII, Ltd. and
NTS-Properties Plus Ltd.
------------------------
Blankenbaker Business Center 1A               30%       100%      100%      N/A
                                                                   (1)      (1)

Properties Owned Through
Lakeshore/University II Joint
Venture (L/U II Joint Venture)
------------------------------
Lakeshore Business Center Phase I             18%        92%       See      See
                                                                 above    above
                                                                   (2)      (2)

Lakeshore Business Center Phase II            18%        72%       78%      75%
                                                                   (3)      (3)

University Business Center                    18%       100%      100%     100%
Phase II                                                           (3)      (3)

(1)    The  Partnership  acquired an interest in this property  during the third
       quarter of 1994.  See page 32 for a  discussion  regarding  this  capital
       contribution.
(2)    During the first quarter of 1995, the Partnership's ownership interest in
       Lakeshore  Business  Center  Phase I  changed.  See pages 32 and 33 for a
       discussion regarding this change.
(3)    As of  December  31,  1994  and  1993,  the  Partnership  did not have an
       interest in this property. See pages 32 and 33 for a discussion regarding
       the change which occurred during the first quarter of 1995.

                                     - 26 -

<PAGE>



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

The rental and other income  generated by the  Partnership's  properties for the
years ended December 31, 1995, 1994 and 1993 were as follows:


                             Percentage
                              Ownership
                             at 12/31/95     1995          1994          1993
                             -----------  ----------    ----------    ----------

Wholly-Owned Properties
-----------------------

Commonwealth Business
Center Phase I                    100%    $  618,041    $  565,572    $  517,022

Plainview Point Office
Center Phases I and II            100%    $  462,855    $  324,433    $  267,383

The Willows of Plainview
Phase I                           100%    $1,043,360    $1,060,995    $  976,437

Properties Owned in Joint
Venture with NTS-
Properties V
------------

The Willows of Plainview
Phase II                           90%    $  115,380    $  118,399    $  110,332

Lakeshore Business Center
Phase I                            N/A    $   14,282    $  163,127    $  135,145
                                                 (1)

Properties Owned in Joint
Venture with NTS-
Properties VI
-------------

Golf Brook Apartments               4%    $  112,549    $  108,795    $  105,868

Plainview Point III
Office Center                       5%    $   22,351    $   35,080    $   35,940

Property Owned in Joint
Venture with NTS-
Properties VII, Ltd. And
NTS-Properties Plus Ltd.
------------------------

Blankenbaker Business
Center 1A                          30%    $  275,378    $   87,253       N/A (2)
                                                              (2)

                            (continued on next page)

Revenues shown in the table above and on page 28 for properties  owned through a
joint venture  represent  only the  Partnership's  percentage  interest in those
revenues.

(1)    During the first quarter of 1995, the Partnership's ownership interest in
       Lakeshore   Business   Center   Phase  I   changed.   The   Partnership's
       proportionate  share of rental and other  income from January 23, 1995 to
       December  31,  1995 is  reflected  on page 28.  See pages 32 and 33 for a
       discussion regarding this change.
(2)    The  Partnership  acquired an interest in this property  during the third
       quarter of 1994.  See page 32 for a  discussion  regarding  this  capital
       contribution.


                                     - 27 -

<PAGE>



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


                                Percentage
                                 Ownership
                                at 12/31/95      1995        1994        1993
                                -----------   ----------   --------    --------

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

Lakeshore Business Center
Phase I                              18%      $  191,785    N/A (1)     N/A (1)

Lakeshore Business Center
Phase II                             18%      $  192,167    N/A (2)     N/A (2)

University Business
Center Phase I                       18%      $  198,064    N/A (2)     N/A (2)

(1)    During the first quarter of 1995, the Partnership's ownership interest in
       Lakeshore  Business Center Phase I changed.  Rental and other income from
       January 1, 1995 to January 22, 1995 and for 1994 and 1993 is reflected on
       page 27. See pages 32 and 33 for a discussion regarding this change.
(2)    During 1994 and 1993,  the  Partnership  did not have an interest in this
       property. See pages 32 and 33 for a discussion regarding the change which
       occurred during the first quarter of 1995.

The 4% increase in year-ending occupancy at Commonwealth Business Center Phase I
from 1994 to 1995 is  attributed  to three new  leases  totalling  approximately
6,000 square feet.  Partially offsetting the new leases are two tenant move-outs
at the end of the lease terms totalling  approximately 2,300 square feet and one
tenant,  who had occupied 1,600 square feet,  vacating the premises prior to the
end of the lease term due to bankruptcy.  There was no accrued income  connected
with this lease.  Average  occupancy  has  increased  from 75% in 1994 to 81% in
1995. Rental and other income at Commonwealth  Business Center Phase I increased
from  1994 to 1995 as a result  of the  increase  in  average  occupancy  and an
increase in common area expense reimbursements. Tenants at Commonwealth Business
Center Phase I reimburse the Partnership for common area expenses as part of the
lease agreements.  Partially  offsetting the increase in rental and other income
is an increase in the provision for doubtful accounts.

The 7% increase in year-ending occupancy at Commonwealth Business Center Phase I
from 1993 to 1994 is attributed to six new leases totalling approximately 17,000
square feet which includes an expansion of approximately  4,500 square feet by a
major tenant in the business  center.  Partially  offsetting  the new leases are
seven tenant move-outs totalling  approximately 12,800 square feet. Of the total
move-outs,  approximately  7,200 square feet represents four tenants who vacated
at the end of the lease  terms.  Approximately  4,000  square  feet of the total
move-outs represents two tenants who vacated prior to the end of the lease terms
but continue to make monthly rental payments in accordance with the terms of the
lease.  The  remaining  1,600  square feet  represents  a tenant who vacated and
ceased  making rental  payments in breach of the lease terms due to  bankruptcy.
There was no accrued income connected with this lease. Average occupancy for the
year decreased from 77% in 1993 to 75% in 1994.


                                     - 28 -

<PAGE>



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

Rental and other income at  Commonwealth  Business Center Phase I increased from
1993 to 1994 as a result of an increase in common  area  expense  reimbursements
and a decrease in the  provision for doubtful  accounts.  The increase in rental
and other income from 1993 to 1994 at  Commonwealth  Business  Center Phase I is
not consistent with the decrease in average occupancy as a result of two tenants
(who had occupied  4,000 square feet) who vacated  prior to the end of the lease
terms but continue to make monthly rental payments.

The 11%  increase in  year-ending  occupancy at  Plainview  Point Office  Center
Phases I and II from 1994 to 1995 is  attributed  to three new leases  totalling
approximately  6,100  square  feet.  Included in this total is an  expansion  of
approximately  1,000  square  feet by an existing  tenant.  There were no tenant
move-outs during 1995.  Average  occupancy  increased from 57% in 1994 to 77% in
1995.  Rental and other income at Plainview  Point Office Center Phases I and II
increased  in 1995 as  compared  to 1994 as a result of the  increase in average
occupancy and as a result of increased rental rates on lease renewals.

The 31%  increase in  year-ending  occupancy at  Plainview  Point Office  Center
Phases I and II from 1993 to 1994 can be attributed to four new leases totalling
approximately  18,000  square  feet.  Included in this total is an  expansion of
approximately  14,000 square feet by ITT Educational  Services,  Inc. ("ITT"), a
major tenant in the office  center.  In accordance  with ITT's lease,  the lease
term was  automatically  extended for a period of 10  additional  years from the
date of  expansion  (July  1994).  Partially  offsetting  the new  leases is one
tenant, who previously occupied approximately 1,000 square feet, vacating at the
end of the lease term. Average occupancy at Plainview Point Office Center Phases
I and II has increased from 46% in 1993 to 57% in 1994.  Rental and other income
at Plainview  Point Office Center Phases I and II increased from 1993 to 1994 as
a result of the increase in average  occupancy  and as a result of the increased
rental  rate which ITT is paying in  accordance  with the terms of the  ten-year
lease.

Year-ending occupancy at The Willows of Plainview Phase I increased 4% from 1994
to 1995. However, average occupancy from 1994 to 1995 decreased from 92% to 87%,
respectively.  Occupancy  at  residential  properties  fluctuate on a continuous
basis.  Year-ending  occupancy  percentages  represent occupancy only a specific
date; therefore, it is more meaningful to consider average occupancy percentages
which are  representative  of the entire year's  results.  In the opinion of the
General Partner of the Partnership,  the decrease in average occupancy from 1994
to 1995 is only a  temporary  fluctuation  and does  not  represent  a  downward
occupancy  trend.  The  decrease  in rental and other  income at The  Willows of
Plainview  Phase I from  1994 to 1995 is a result  of the  decrease  in  average
occupancy.

Year-ending  occupancy  at The Willows of  Plainview  Phase I remained  constant
(87%)  from 1993 to 1994.  Average  occupancy  increased  from 85% (1993) to 92%
(1994).  Rental and other income at The Willows of  Plainview  Phase I increased
from 1993 to 1994 as a result of the 7% increase in average occupancy, increased
fees collected upon early lease terminations and an increase in rental rates.

The Willows of Plainview  Phase II's  year-ending  occupancy  increased from 93%
(1994) to 94% (1995);  however,  average  occupancy  from 1994 to 1995 decreased
from 94% to 92%,  respectively.  In the  opinion of the  General  Partner of the
Partnership,  the  decrease  in  average  occupancy  from 1994 to 1995 is only a
temporary  fluctuation and does not represent a downward  occupancy trend.  This
decrease in average occupancy at The Willows of Plainview Phase II resulted in a
decrease in rental and other income.


                                     - 29 -

<PAGE>



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

The Willows of Plainview  Phase II's  year-ending  occupancy  increased from 91%
(1993) to 93% (1994).  Average  occupancy  increased  from 89% in 1993 to 94% in
1994.  Rental and other  income at The Willows of  Plainview  Phase II increased
from  1993 to 1994 as a result  of the  increase  in  average  occupancy  and an
increase in rental  rates.  The increase in rental and other income from 1993 to
1994 is  partially  offset by a decrease in income from fully  furnished  units.
Fully furnished units are apartments  which rent at an additional  premium above
base rent.  It is possible  for  occupancy  to increase and revenues to decrease
when the number of fully furnished units has decreased.

The 12% increase in year-ending  occupancy at Lakeshore  Business Center Phase I
from 1994 to 1995 can be  attributed  to 11 new leases  totalling  approximately
19,000 square feet, which includes approximately 6,400 square feet in expansions
by two current  tenants.  The new leases and expansions are partially  offset by
four  tenant  move-outs,  who vacated at the end of the lease  terms,  totalling
approximately  6,100 square.  Average occupancy increased from 70% (1994) to 84%
(1995).  Rental and other income at Lakeshore  Business Center Phase I increased
from 1994 to 1995 primarily as a result of the increase in average occupancy and
an increase in common area  expense  reimbursements.  The increase in rental and
other income can also be attributed to the Partnership's  increased ownership in
Lakeshore  Business  Center  Phase  I.  (See  pages  32 and 33 for a  discussion
regarding  the change.)  Partially  offsetting  the increase in rental and other
income at  Lakeshore  Business  Center I is an  increase  in the  provision  for
doubtful accounts.

During January 1996,  Lakeshore Business Center Phase I's occupancy increased to
98% as a result of approximately  6,400 square feet of expansions by two current
tenants.

The 22% increase in year-ending  occupancy at Lakeshore  Business Center Phase I
from 1993 to 1994 can be attributed to twelve new leases totalling approximately
32,700 square feet which includes  approximately 3,100 square feet in expansions
by  three  current  tenants.   Included  in  the  new  leases  is  a  five  year
approximately  9,400 square foot lease which commenced during the second quarter
of 1994 and a five year  approximately  6,400 square foot lease which  commenced
during the third quarter of 1994.  The new leases and  expansions  are partially
offset by an  approximately  1,200 square foot  downsizing by an existing tenant
and four tenants, who occupied  approximately 7,300 square feet, vacating at the
end of the lease  terms.  In  addition  to the  downsizing  and  move-outs,  the
business  center's  leasing  office  of  approximately  1,500  square  feet  was
relocated  to Lakeshore  Business  Center Phase II (during 1994 the property was
owned by NTS-  Properties  Plus Ltd., an affiliate of the general partner of the
Partnership).  The leasing  office was  relocated in order to  accommodate a new
lease,  approximately 9,400 square feet (as discussed above).  Average occupancy
at Lakeshore Business Center Phase I increased from 56% in 1993 to 70% in 1994.

Rental and other income at Lakeshore Business Center Phase I increased from 1993
to 1994  primarily  due to the  increase in average  occupancy.  Another  factor
contributing to the increase in rental and other income from 1993 to 1994 is the
fact that in 1993  accrued  income was written off which  related to two tenants
who had vacated and ceased making  rental  payments in breach of the lease terms
due to bankruptcies. There were no similar write-offs in 1994.

Golf Brook  Apartments'  year-ending  occupancy  decreased  2% from 1994 to 1995
while average  occupancy  remained  constant at 94% in 1994 and 1995. Rental and
other income at Golf Brook Apartments increased from 1994 to 1995 as a result of
increased rental rates,  decreased rental  concessions and increased  charges to
applicants for credit checks.

                                     - 30 -

<PAGE>



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

Golf Brook  Apartments'  year-ending  occupancy  increased 2% from 1993 to 1994.
Average  occupancy  remained constant at 94% from 1993 to 1994. Rental and other
income  at Golf  Brook  Apartments  increased  from  1993 to 1994 as a result of
increased rental rates,  decreased rent concessions and increased fees collected
upon early lease terminations.

Year-ending  occupancy at Plainview Point III Office Center was 91% for 1995 and
1994 as a result of the  following new leases and tenant  move-outs.  New leases
during 1995  consist of a 10,343  square  foot  63-month  lease (took  occupancy
September  1, 1995) and a 16,727  square foot  five-year  lease (took  occupancy
December  27,  1995).  The leases are offset by two tenant  move-outs  totalling
approximately 26,000 square feet. Of this total, 16,400 square feet represents a
tenant who  vacated  the  office  center at the end of the lease term due to the
company's  decision to  consolidate  its Louisville  processing  center with one
located in another city. The tenant occupied 27% of the office center's rentable
area. Approximately 9,600 square feet of the total move-outs represents a tenant
who  vacated  the  premises  January  31,  1995.  The  tenant's  lease  was on a
month-to-month  basis at the time of move- out. The tenant's original lease term
was for a period of four years.  The tenant  occupied  approximately  16% of the
office center's rentable area.  Average  occupancy  decreased from 92% (1994) to
55% (1995).  Rental and other income  decreased  at  Plainview  Point III Office
Center from 1995 to 1994 as a result of the decrease in average occupancy during
1995.

During  February  1996, a current  tenant of Plainview  Point III Office  Center
expanded  its leased  space by  approximately  4,400 square feet for a period of
seven months. This expansion improved the office center's occupancy to 98%.

The 4% increase in occupancy at Plainview  Point III Office  Center from 1993 to
1994 can be attributed  to one new lease  totalling  approximately  2,500 square
feet.  There were no tenant  move-outs  during the year.  Average  occupancy  at
Plainview Point III Office Center increased from 83% in 1993 to 92% in 1994. The
change in rental and other  income at Plainview  Point III Office  Center is not
consistent with the change in average occupancy due to the fact that two tenants
vacated  (in 1993)  prior to the end of the lease  terms but  continued  to make
monthly rental payments.

A  wholly-owned  subsidiary  of The  Prudential  Insurance  Company  of  America
(Prudential  Service  Bureau,  Inc.) has leased  100% of  Blankenbaker  Business
Center 1A. During 1994,  Prudential Service Bureau,  Inc. signed a lease renewal
and expansion.  The renewal  extended the current lease through July 2005.  With
the expansion,  the tenant occupied 100% of the business center during the third
quarter of 1994.  In  addition  to monthly  rent  payments,  Prudential  Service
Bureau,  Inc. is obligated to pay  substantially  all of the operating  expenses
attributable to its space.

The 6% decrease in year-ending  occupancy at Lakeshore  Business Center Phase II
from  1994  to  1995  can be  attributed  to  four  tenant  move-outs  totalling
approximately  9,600  square feet and a  downsizing  by a current  tenant of its
existing  space  of  approximately  6,000  square  feet.  Two of the  move-outs,
totalling  approximately  5,800 square feet,  represent  tenants who vacated the
premises  at the  end  of  the  lease  term.  The  third  tenant,  who  occupied
approximately  1,400 square feet,  vacated the premises and ceased making rental
payments  in breach  of the lease  terms due to  bankruptcy.  The  write-off  of
accrued income connected with this lease was not significant. The fourth tenant,
who occupied  approximately 2,400 square feet, vacated the premises prior to the
end of the lease term but is continuing to pay rent through the end of the lease
term.  Partially offsetting the tenant move- outs are six new leases for a total
of  approximately  9,700 square feet.  Average  occupancy at Lakeshore  Business
Center Phase II decreased from 78% (1994) to 76% (1995).


                                     - 31 -

<PAGE>



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

Subsequent  to December 31,  1995, a new six-year  lease was signed at Lakeshore
Business  Center Phase II for  approximately  7,000  square feet.  The tenant is
expected  to take  occupancy  during the second  quarter of 1996.  With this new
lease, the building's occupancy will increase to 79%.

Lakeshore  Business Center Phase II's  year-ending  occupancy  increased 3% from
1993 to 1994 and average  occupancy  increased  from 75% in 1993 to 78% in 1994.
There were no significant new leases or tenant  move-outs  during 1994. A detail
discussion  of the tenant  activity  has been  omitted  due to the fact that the
Partnership had no interest in this property during 1994 or 1993.

Philip Crosby  Associates,  Inc. ("PCA") has leased 100% of University  Business
Center  Phase  II.  The lease  term is for  seven  years,  and the  tenant  took
occupancy  in April  1991.  The tenant has  currently  sub-leased  approximately
50,000  square  feet  (or 64%) of  University  Business  Center  Phase II to two
tenants.  Of the total being  sub-leased,  approximately  41,000 square feet (or
52%) is being leased by Full Sail Recorders,  Inc. (a major tenant at University
Business  Center Phase I, a  neighboring  property  owned by an affiliate of the
general  partner of the  Partnership).  Prior to December  31,  1995,  Full Sail
Recorders,  Inc.  ("Full  Sail")  signed a 33 month  lease with the L/U II Joint
Venture for the  approximately  41,000 square feet it currently  sub-leases from
PCA. The lease term  commences  April 1998 when PCA's lease ends. As part of the
lease negotiations, Full Sail will receive a $200,000 tenant finish allowance in
1996,  of which  approximately  $92,000 will be  reimbursed  by Full Sail over a
27-month  period  beginning  January 1996. At this time, it is not known whether
PCA or the other  sub-lessee  will renew the  current  lease  with the  business
center when the original lease expires in 1998.

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.

As  previously  disclosed  in the  Partnership's  Form  10-K for the year  ended
December  31,  1994,  on August 16,  1994,  Blankenbaker  Business  Center Joint
Venture,  a joint venture between  NTS-Properties  VII, Ltd. and  NTS-Properties
Plus Ltd.,  affiliates of the general  partner of the  Partnership,  amended its
joint  venture  agreement  to admit the  Partnership  to the Joint  Venture.  In
accordance  with  the  Joint  Venture  Agreement,  the  Partnership  contributed
$1,100,000 and NTS-Properties VII, Ltd. contributed $500,000. As a result of its
capital  contribution,  the  Partnership  obtained a 30%  interest  in the Joint
Venture. NTS-Properties Plus Ltd.'s interest in the Joint Venture decreased from
69% to 39% as a result of the capital  contributions made by NTS-Properties VII,
Ltd.  and the  Partnership.  NTS-Properties  VII,  Ltd.'s  interest in the Joint
Venture remained at 31%.

On January 23, 1995, a new joint venture known as  Lakeshore/University II Joint
Venture (L/U II Joint Venture) was formed among the Partnership, NTS- Properties
V, NTS-Properties  Plus Ltd. and NTS/Fort  Lauderdale,  Ltd.,  affiliates of the
general partner of the Partnership,  for purposes of owning  Lakeshore  Business
Center  Phases  I and  II,  University  Business  Center  Phase  II and  certain
undeveloped   tracts  of  land  adjacent  to  the  Lakeshore   Business   Center
development.



                                     - 32 -

<PAGE>



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

The table below identifies which properties were contributed to the L/U II Joint
Venture and the respective  owners of such properties  prior to the formation of
the joint venture.

             Property                          Contributing Owner
             --------                          ------------------

Lakeshore Business Center Phase I           NTS-Properties IV and NTS-
                                            Properties V

Lakeshore Business Center Phase II          NTS-Properties Plus Ltd.

Undeveloped land adjacent to the            NTS-Properties Plus Ltd.
Lakeshore Business Center
development (3.8 acres)

Undeveloped land adjacent to the            NTS/Fort Lauderdale, Ltd.
Lakeshore Business Center
development (2.4 acres)

University Business Center                  NTS-Properties V and NTS-Properties
Phase II                                    Plus Ltd.

Each of the properties  were  contributed to the L/U II Joint Venture subject to
existing  indebtedness,  except for Lakeshore  Business Center Phase I which was
contributed to the joint venture free and clear of any mortgage  liens,  and all
such indebtedness was assumed by the joint venture. Mortgages have been recorded
on  Lakeshore  Business  Center  Phase I in the  amount  of  $5,500,000,  and on
University Business Center Phase II in the amount of $3,000,000, in favor of the
banks  which held the  indebtedness  on  University  Business  Center  Phase II,
Lakeshore  Business Center Phase II and the undeveloped  tracts of land prior to
the formation of the joint venture.  In addition to the above,  the  Partnership
also  contributed  $750,000  to the L/U II Joint  Venture.  As a  result  of the
valuation  of the  properties  contributed  to the  L/U II  Joint  Venture,  the
Partnership obtained an 18% partnership interest in the joint venture.

Current  occupancy  levels are considered  adequate to continue the operation of
the  Partnership's  properties.  In the  opinion of the  General  Partner of the
Partnership, the low level of occupancy at Lakeshore Business Center Phase II is
not indicative of trends in the area in which the property is located.  Based on
current leasing  activity,  the General Partner  believes the occupancy level of
the property  should  improve  during the next 12 months;  however,  there is no
guarantee that this will occur.

The General Partner of the  Partnership  believes that the results of operations
for 1995 and 1994 are not comparable and, therefore,  a discussion comparing the
results  of  operations  is not  included  due to the fact that the  Partnership
acquired an interest in the Blankenbaker Business Center Joint Venture on August
16, 1994 as  discussed  on page 32.  Comparisons  of the  results of  operations
between  1995  and  1994 are also  difficult  as a result  of the  Partnership's
investment in the L/U II Joint Venture as discussed above.  These changes in the
Partnership's  investments are permanent  changes and will effect future results
of operations.

Interest and other income  increased  from 1993 to 1994 as a result of increased
cash being available for  investment.  Additional cash was available as a result
of the  permanent  financing  obtained  on The Willows of  Plainview  Phase I in
November of 1993.

Operating  expenses  increased  from 1993 to 1994 as a result of increased  snow
removal costs at all the  Partnership's  properties  except  Lakeshore  Business
Center Phase I and Golf Brook Apartments which are located in Florida,

                                     - 33 -

<PAGE>



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

increased repair and maintenance costs at Lakeshore  Business Center Phase I and
Plainview  Point III Office  Center,  increased  exterior  painting costs at the
Partnership's  residential  properties and increased promotional fees. Partially
offsetting the increases in operating expenses are decreased commercial property
legal fees, decreased  landscaping costs at all of the Partnership's  properties
and decreased  renovation costs. The change in operating  expenses is net of the
increase caused by the  Partnership's  capital  contribution to the Blankenbaker
Business  Center  Joint  Venture.  (See page 32 for a discussion  regarding  the
capital contribution.)

The increase in operating  expenses - affiliated from 1993 to 1994 is due to the
fact that 1994 includes expenses related to Blankenbaker Business Center 1A as a
result of the Partnership's capital contribution to the joint venture. (See page
32  for  a  discussion  regarding  the  capital  contribution.)  Another  factor
contributing to the increase is an increase in property  management  salaries at
Lakeshore  Business  Center I and Plainview  Point III Office Center.  Partially
offsetting  the  increase  in  operating  expenses  affiliated  is a decrease in
leasing  salaries  at all  of  the  commercial  properties  except  Blankenbaker
Business Center 1A. There were no significant  fluctuations at the Partnership's
residential  properties.  Operating  expenses - affiliated are expenses incurred
for services performed by employees of NTS Development  Company, an affiliate of
the General Partner of the Partnership.

The write-off of unamortized  tenant and building  improvements  in 1994 relates
mainly to  Blankenbaker  Business  Center 1A (as a result of the  expansion  and
lease renewal,  Prudential  occupies 100% of the business  center) and Plainview
Point Office  Center  Phases I and II (as a result of the  expansion of ITT, the
office  center's major tenant).  In both instances,  the  Partnership  agreed to
renovate  the  area  into  which  the  tenants  expanded  as part  of the  lease
negotiation.  Changes to current tenant  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. In order to complete the renovations, it is sometimes necessary to
replace  improvements which had not been fully  depreciated.  This resulted in a
write-off of unamortized tenant improvements.

The write-off of unamortized  tenant and building  improvements  in 1993 was the
result of a stair  replacement at Plainview  Office Center Phases I and II. This
expense  represents  the  cost of the  original  stairs  which  were  not  fully
depreciated.

Amortization  of  capitalized  leasing  costs  decreased  from 1993 to 1994 as a
result of a portion of special tenant allowance costs and the costs  capitalized
during start-up having become fully amortized.

Interest expense  increased from 1993 to 1994 as a result of the increase in the
Partnership's level of debt during the fourth quarter of 1993. See the Liquidity
and  Capital  Resources  section of Item 7 for a  discussion  regarding  the new
financings  obtained  in  November  1993.  Another  factor  contributing  to the
increase in interest  expense from 1993 to 1994 is the fact that the Partnership
acquired an interest in the  Blankenbaker  Business  Center Joint Venture during
the  third  quarter  of  1994.  The  interest  expense  for  1994  includes  the
Partnership's  proportionate share of the joint venture's interest expense. (See
page 32 for a discussion regarding the Partnership's capital  contribution.) 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  years will differ from the  fluctuations  of
management fee expense.

                                     - 34 -

<PAGE>



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

Real estate taxes  increased  from 1993 to 1994  primarily  due to the fact that
1994 includes the  Partnership's  proportionate  share of Blankenbaker  Business
Center 1A's real estate taxes.  The increase in real estate taxes is also due to
the fact that 1993  includes  a real  estate tax  refund at  Lakeshore  Business
Center  Phase  I  which  was  not  duplicated  in  1994.   (NTS-Properties  IV's
proportionate share of the refund was approximately  $2,400.) The refund was the
result of the business  center's  assessment  being  lowered  subsequent  to the
payment of the 1992 real estate  taxes.  The  increase in real estate taxes from
1993 to 1994 is partially offset by a decrease in real estate taxes at Plainview
Point  Office  Center  Phases I and II as a result of a decrease in the property
tax assessment.

The increase in professional  and  administrative  expenses from 1993 to 1994 is
primarily  due to the fact that 1994  includes a write-off of  unamortized  loan
costs  which  were  associated  with  the  Blankenbaker  Business  Center  Joint
Venture's  notes  payable.  The loan fees were expensed due to the fact that the
notes were retired during 1994. The increase in professional and  administrative
expenses is also a result of an increase in outside legal fees.  These increases
in professional  and  administrative  expenses are partially offset by decreased
taxes expense. 1993 includes $16,800 for additional taxes incurred in connection
with the amendment of certain joint venture tax returns.

Professional  and  administrative  expenses - affiliated  decreased from 1993 to
1994 as a result of  decreased  legal fees and  decreased  accounting  salaries.
Professional and administrative  expenses - affiliated are expenses incurred for
services performed by employees of NTS Development  Company, an affiliate of the
General Partner.

The increase in depreciation  and  amortization  from 1993 to 1994 is due to the
fact that 1994 includes the  Partnership's  proportionate  share of Blankenbaker
Business  Center  1A's  depreciation  and  amortization.  (See  page  32  for  a
discussion regarding the Partnership's  capital contribution to the Blankenbaker
Business Center Joint Venture.)  Another factor  contributing to the increase in
depreciation  and  amortization  is the fact that  there has been  approximately
$985,000  of assets  placed in service  since  January  1993  (primarily  tenant
improvements) at the Partnership's  remaining  properties.  Partially offsetting
the increase in depreciation  and amortization is the fact that a portion of the
Partnership's  assets have become fully  depreciated.  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
year for building  improvements  and 5 - 30 years for  amenities.  The aggregate
cost of the  Partnership's  properties for Federal tax purposes is approximately
$25,000,000.

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

Cash provided by (used in) operations was $815,327 (1995),  $(27,511) (1994) and
$325,181  (1993).  These funds,  in conjunction  with cash on hand, were used to
make a 4.8% (annualized)  distribution of $1,111,682 (1995), a 1.5% (annualized)
distribution of $347,926 (1994) and 1.5%  (annualized)  distribution of $343,720
(1993).  The  distribution  made  during the three  months  ended March 31, 1995
included  a  special  $751,136  distribution  made from the  Partnership's  cash
reserves.   The   Partnership   does  not  anticipate   making  another  special
distribution in the near term. The annualized distribution rate is calculated as
a percent  of the  original  capital  contribution  less a return of  capital of
$235.64 per limited partnership unit made from the proceeds of the sale of Sabal
Club  Apartments  in 1988.  The limited  partners  received  99% and the general
partners  received  1% of these  distributions.  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. Cash

                                     - 35 -

<PAGE>



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

reserves (which are unrestricted cash and equivalents and investment  securities
as shown on the  Partnership's  balance sheet as of December 31) were  $681,197,
$2,405,974 and $4,782,578 at December 31, 1995, 1994 and 1993, respectively.

As of  December  31,  1995,  the  Partnership  has a  mortgage  payable  with an
insurance  company  in the amount of  $2,677,397.  The  mortgage  payable is due
October  1,  2004,  bears  interest  at a fixed  rate of 8.8% and is  secured by
Commonwealth  Business Center Phase I. Monthly principal payments are based upon
a 10-year amortization schedule. At maturity, the mortgage will have been repaid
based on the current rate of amortization.

As of December 31, 1995,  the  Partnership  had two mortgage  loans each with an
insurance  company in the amount of $2,043,653  and  $1,946,336.  Both mortgages
payable are due  December 5, 2003,  bear  interest at a fixed rate of 7% for the
first 60 months and are  secured by the land,  buildings  and  amenities  of The
Willows of Plainview  Phase I. At the end of the 56th month from the date of the
notes (notes dated November 23, 1993),  the insurance  companies will notify the
Partnership  of the interest rate which is their then  prevailing  interest rate
for loans with a term of five years on properties  comparable to the  apartments
(the "Modified Rate"). The Partnership will have 30 days to accept or reject the
Modified Rate. If the Modified Rate is rejected by the  Partnership,  the entire
unpaid principal  balance is due with the 60th  installment of interest.  If the
Partnership  accepts the Modified Rate, it becomes effective the 61st month from
the date of the note. Current monthly principal payments on both notes are based
upon a 27-year  amortization  schedule.  If the Partnership accepts the Modified
Rate, the remaining  principal balance of both mortgages will be amortized using
a 22-year  amortization  schedule  beginning  the 61st  month.  The  outstanding
balance  at  maturity  based  on the  current  rate  of  amortization  would  be
$3,367,108 ($1,724,617 and $1,642,491).

As of December 31, 1995, The Willows of Plainview  Phase II, an apartment  joint
venture  between the Partnership  and  NTS-Properties  V, had two mortgage loans
each with an insurance  company in the amount of $3,267,236 and $1,950,588.  The
mortgages are recorded as a liability of the Joint  Venture.  The  Partnership's
proportionate  interest in the  mortgages  as of  December  31, 1995 is $539,523
($337,832 and $201,691).  Both mortgages are due December 5, 2003, bear interest
at a fixed  rate of 7.5% for the first 60 months  and are  secured  by the land,
buildings and amenities of the Joint Venture.  At the end of the 56th month from
the date of the notes (notes dated November 23, 1993),  the insurance  companies
will  notify  the  Joint  Venture  of the  interest  rate  which is  their  then
prevailing  interest  rate for  loans  with a term of five  years on  properties
comparable to the apartments (the "Modified Rate").  The Joint Venture will have
30 days to accept or reject the Modified  Rate. If the Modified Rate is rejected
by the Joint Venture,  the entire unpaid principal  balance is due with the 60th
installment  of interest.  If the Joint  Venture  accepts the Modified  Rate, it
becomes  effective  the 61st  month from the date of the note.  Current  monthly
principal payments on both notes are based upon a 27-year amortization schedule.
If the Partnership accepts the Modified Rate, the remaining principal balance of
both mortgages will be amortized using a 22-year amortization schedule beginning
the 61st month. The outstanding balance at maturity based on the current rate of
amortization would be $4,449,434 ($2,786,095 and $1,663,339).

As of December 31, 1995, the  Blankenbaker  Business  Center Joint Venture had a
mortgage  payable  with an insurance  company  (obtained  November  1994) in the
amount of  $4,500,239.  The  mortgage is  recorded  as a liability  of the Joint
Venture  and is secured by the assets of the Joint  Venture.  The  Partnership's
proportionate  interest in the mortgage at December 31, 1995 is $1,353,672.  The
mortgage  bears  interest at a fixed rate of 8.5% and is due  November 15, 2005.
Currently  monthly  principal  payments  are based upon an 11-year  amortization
schedule.  At maturity,  the mortgage will have been repaid based on the current
rate of amortization.

                                     - 36 -

<PAGE>



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

As of December 31, 1995,  the L/U II Joint Venture had notes payable to banks in
the  following  amounts:  $9,204,000,   $5,740,000,   $1,234,000,  $468,333  and
$340,000.  The notes are a liability of the joint venture in accordance with the
Joint Venture Agreement.  The Partnership's  proportionate interest in the notes
at December 31, 1995 was $1,642,914,  $1,024,590, $220,269, $83,597 and $60,690,
respectively.  As part of the loan agreements with the banks,  the Joint Venture
is  required  to  place  in  escrow  funds  for  capital  expenditures,  leasing
commissions  and  tenant  improvements  at the  properties  owned  by the  Joint
Venture.  During the term of the loans,  the Joint Venture is required to fund a
total of $200,000 to the escrow  account.  As of December  31,  1995,  the Joint
Venture had met this  funding  requirement.  The notes bear  interest at a fixed
rate of 10.6%,  are due  January  31,  1998 and are secured by the assets of the
joint venture.  Principal  payments  required on the $9,204,000,  $5,740,000 and
$1,234,000 notes are as follows:

          a)   12 monthly payments of $3,000 each, the first of which was due at
               closing.  The second through 12th payments are due on the first
               day of February through December 1995.
          b)   12 monthly payments of $12,000 each, commencing on January 1,
               1996 through December 1, 1996.
          c)   13 monthly payments of $15,000 each, commencing on January 1,
               1997 through January 1, 1998.
          d)   Balloon payment due at maturity on January 31, 1998.

Subsequent  to  December  31,  1995,  the  L/U II  Joint  Venture  submitted  an
application with an insurance  company for $17.4 million of debt financing.  The
proceeds from the loan will be used to pay off the Joint Venture's  current debt
financings of approximately  $16.9 million.  The remaining proceeds will be used
to fund Joint Venture tenant finish improvements, leasing costs and loan closing
costs. The Joint Venture anticipates that the financing will be completed during
mid-1996.

The  Partnership's  primary  plans for its cash  reserves  are  outlined  in the
following discussion. The General Partner believes that the Partnership needs to
reserve funds for tenant finish  improvements  at the  Partnership's  commercial
properties which will result from future lease negotiations. The General Partner
considers it necessary for the  Partnership  to retain a cash reserve for future
renovations at the Partnership's  properties. A few examples of such renovations
are roof  repairs or roof  replacement,  exterior  painting and  replacement  of
asphalt  paving in parking  lots.  These  renovations  will be  necessary as the
Partnership's properties continue to age.

The majority of the Partnership's cash flow is derived from operating activities
in 1995, cash reserves in 1994 and increased debt level and operating activities
in  1993.  Cash  flows  used  in  investing  activities  are for  tenant  finish
improvements and other capital additions and were funded by operating activities
or cash reserves.  Changes to current tenant finish  improvements  are a typical
part of any lease negotiation.  Improvements generally include a revision to the
current  floor plan to  accommodate  a tenant's  needs,  new carpeting and paint
and/or wallcovering. The extent and cost of these improvements are determined by
the size of the space  and  whether  the  improvements  are for a new  tenant or
incurred  because of a lease  renewal.  Cash flows used in investing  activities
also include  cash which is being  escrowed  for capital  expenditures,  leasing
commissions and tenant  improvements at the properties owned by the L/U II Joint
Venture.  Cash flows used in investing  activities  are also for the purchase of
investment  securities.   As  part  of  its  cash  management  activities,   the
Partnership has purchased  Certificates  of Deposit or securities  issued by the
U.S.  Government with initial maturities of greater than three months to improve
the return on its excess cash.  The  Partnership  intends to hold the securities
until maturity. Cash flows used in financing activities are for

                                     - 37 -

<PAGE>



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

cash  distributions,  payment of loan costs and principal  payments on mortgages
and notes  payable.  Cash flows  provided by financing  activities  represent an
increase in mortgages payable.  The 1995 capital contribution to a joint venture
represents the  Partnership's  capital  contribution to the L/U II Joint Venture
net the  Partnership's  proportionate  interest in the joint  venture's  capital
contributions.  The 1994 capital  contribution to a joint venture represents the
Partnership's  capital  contribution to the  Blankenbaker  Business Center Joint
Venture net the Partnership's proportionate interest in the joint venture's 1994
third quarter capital contributions.  The Partnership utilizes the proportionate
consolidation   method  of  accounting   for  joint  venture   properties.   The
Partnership's  interest in the joint venture's  assets,  liabilities,  revenues,
expenses  and  cash  flows  are  combined  on  a  line-by-line  basis  with  the
Partnership's own assets,  liabilities,  revenues,  expenses and cash flows. The
Partnership does not expect any material changes in the mix and relative cost of
capital resources except for the following:  1) Interest and principal  payments
required by the permanent financing of The Willows of Plainview Phases I and II,
Commonwealth  Business  Center Phase I and  Blankenbaker  Business  Center 1A as
previously  discussed;  2) Interest and principal payments required by the notes
payable of the L/U II Joint Venture;  and 3) Renovations and other major capital
expenditures,  including tenant finish,  which may be required to be funded from
cash reserves if they exceed cash flow from operating  activities and the escrow
funds (as discussed on page 37).

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
years ended December 31, 1995, 1994 and 1993.

                                                     Cash             Return
                                  Net Loss       Distributions          of
                                 Allocated         Declared          Capital
                                 ---------         --------          -------

          Limited Partners:
                  1995          $ (422,220)      $1,100,565        $1,100,565
                  1994            (303,153)         344,447           344,447
                  1993            (261,903)         340,282           340,282

          General Partner:
                  1995          $   (4,265)      $   11,117        $   11,117
                  1994              (3,062)           3,479             3,479
                  1993              (2,645)           3,438             3,438

As of  December  31,  1995,  the  L/U  II  Joint  Venture  had  commitments  for
approximately  $200,000 of tenant finish  improvements  and leasing  costs.  The
commitments  are the result of an 8,200 square foot new lease and a 7,100 square
foot  lease  renewal.   Both  leases  are  for  a  period  of  five  years.  The
Partnership's  proportionate share of these commitments is approximately $36,000
or 18%. As of December 31, 1995, approximately $130,000 had been incurred toward
these   commitments,   of  which  the  Partnership's   proportionate   share  is
approximately $23,000 or 18%.

As of December 31, 1995,  the L/U II Joint  Venture also had a commitment  for a
$200,000 special tenant finish allowance, of which approximately $92,000 will be
reimbursed by the tenant over a 27-month period  beginning in January 1996. This
commitment is the result of lease  negotiations  with Full Sail Recorders,  Inc.
("Full Sail") which currently  sub-leases  approximately 41,000 square feet from
Philip Crosby Associates,  Inc. ("PCA") at University  Business Center Phase II.
Full  Sail is also a major  tenant  at  University  Business  Center  Phase I, a
neighboring  property  owned  by an  affiliate  of the  general  partner  of the
Partnership.  PCA  currently  leases 100% of the business  center  through April
1998. Full Sail's lease term with the Joint Venture is for 33 months (April 1998
to December 2000).

                                     - 38 -

<PAGE>



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

Subsequent  to December 31,  1995, a new six-year  lease was signed at Lakeshore
Business Center Phase II for approximately 7,000 square feet. As a result of the
new lease, the L/U II Joint Venture has a commitment for approximately  $105,000
of tenant finish improvements, of which the Partnership's proportionate share is
approximately $19,000 or 18%.

The Partnership had no other material  commitments for tenant improvements as of
December 31, 1995.

The  primary  source of future  liquidity  and  distributions  is expected to be
derived from cash  generated by the  Partnership's  operating  properties  after
adequate  cash  reserves are  established  for future  leasing and tenant finish
costs.  It is anticipated  that the cash flow from  operations and cash reserves
will be sufficient to meet the needs of the Partnership.

In the next 12 months, the demand on future liquidity is anticipated to increase
as the  Partnership  continues  its efforts in the leasing of the  Partnership's
commercial properties.  At this time, the future leasing and tenant finish costs
which will be required to renew current leases that expire during 1996 or obtain
new tenants are unknown.  However,  with  certain  properties  below  stabilized
occupancy  (see page 26), the  Partnership  is  anticipating  that a significant
portion of the cash reserves will be required to improve the occupancy levels.

Cash in the amount of $297,450 will be required to fund the Interest  Repurchase
Reserve  which the  Partnership  established  on  February  1, 1996  pursuant to
Section  16.4 of the  Partnership's  Amended and  Restated  Agreement of Limited
Partnership. Under Section 16.4, limited partners may request the Partnership to
repurchase their  respective  interests  (Units) in the  Partnership.  With this
Interest  Repurchase  Reserve,  the Partnership will be able to repurchase up to
1,983 Units at a price of $150 per Unit.  The  Partnership  notified the limited
partners by letter dated February 1, 1996 of the  establishment  of the Interest
Repurchase   Reserve  and  the  opportunity  to  request  that  the  Partnership
repurchase Units at the established price.  Repurchased Units will be retired by
the  Partnership,  thereby reducing the total number of Units  outstanding.  The
Interest Repurchase Reserve will be funded from cash reserves.

The following  describes the efforts being taken by the  Partnership to increase
the occupancy levels at the Partnership's  commercial properties.  Historically,
extremely weak economic  conditions in Ft.  Lauderdale,  Florida have caused the
low occupancy level at the Lakeshore Business Center development. In the opinion
of the general  partner,  leasing activity is improving in this part of Florida.
In an effort to continue  to improve the  occupancy  at the  Lakeshore  Business
Center development, the Partnership has an on-site leasing agent, an employee of
NTS   Development   Company  (an  affiliate  of  the  general   partner  of  the
Partnership),  who makes calls to potential  tenants,  negotiates lease renewals
with current  tenants and manages local  advertising  with the assistance of NTS
Development  Company's marketing staff. The leasing and renewal  negotiations at
University  Business Center Phase II are handled by a leasing agent, an employee
of  NTS  Development   Company,   located  at  the  University  Business  Center
development.   The  leasing  and  renewal  negotiations  for  the  Partnership's
remaining commercial properties 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 commercial properties. All advertising for these
properties is coordinated by NTS Development  Company's  marketing staff located
in Louisville, Kentucky.

In an effort to continue to improve occupancy at the  Partnership's  residential
properties,  the  Partnership  has an on-site  leasing  staff,  employees of NTS
Development Company, at each of the apartment communities.

                                     - 39 -

<PAGE>



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

The staff handles all on-site visits from potential  tenants,  coordinates local
advertising  with NTS Development  Company's  marketing  staff,  makes visits to
local companies to promote fully  furnished units and negotiates  lease renewals
with current residents.

Leases at Commonwealth Business Center Phase I, Blankenbaker Business Center 1A,
University  Business Center Phase II and Lakeshore  Business Center Phases I and
II provide for tenants to contribute toward the payment of common area expenses,
insurance and real estate taxes.  Leases at Lakeshore  Business  Center Phases I
and II and University  Business  Center Phase II also provide for rent increases
which are based upon increases in the consumer price index.  Leases at Plainview
Point  Office  Center  Phases I and II and  Plainview  Point III  Office  Center
provide for tenants to contribute toward the payment of increases in common area
maintenance  expenses,  insurance,  utilities and real estate taxes. These lease
provisions,  along with the fact that  residential  leases are  generally  for a
period of one year, should protect the Partnership's  operations from the impact
of inflation and changing prices.

The L/U II Joint  Venture  owns  approximately  6 acres of land  adjacent to the
Lakeshore  Business  Center  development  in  Ft.   Lauderdale,   Florida.   The
Partnership's  proportionate  interest at December 31, 1995 in the land held for
development  is  approximately  $300,000.  The  Joint  Venture  currently  has a
contract for the sale of .7 acres of this land at a price of $175,000.

                                     - 40 -

<PAGE>




Item 8.  Financial Statements and Supplementary Data


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------

To NTS-Properties IV,

We have  audited  the  accompanying  balance  sheets  of  NTS-Properties  IV, (a
Kentucky limited partnership), as of December 31, 1995 and 1994, and the related
statements of operations,  partners' equity and cash flows for each of the three
years in the period ended December 31, 1995. These financial  statements and the
schedules  referred  to  below  are  the  responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedules based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  NTS-Properties  IV as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for each of the three years in the period ended  December 31, 1995 in conformity
with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken  as a whole.  The  schedules  included  on pages 61
through 64 are  presented  for purposes of  complying  with the  Securities  and
Exchange  Commission's rules and are not part of the basic financial statements.
These  schedules have been subjected to the auditing  procedures  applied in the
audits of the basic financial  statements  and, in our opinion,  fairly state in
all material  respects the  financial  data  required to be set forth therein in
relation to the basic financial statements taken as a whole.




                                                ARTHUR ANDERSEN LLP


Louisville, Kentucky
February 14, 1996


                                     - 41 -

<PAGE>
<TABLE>



                                NTS-PROPERTIES IV

                                 BALANCE SHEETS

                        AS OF DECEMBER 31, 1995 AND 1994
<CAPTION>



                                                         1995           1994
                                                     -----------     -----------

ASSETS

<S>                                                  <C>             <C>        
Cash and equivalents                                 $   276,610     $ 2,405,974
Cash and equivalents - restricted                         61,308          35,865
Investment securities                                    404,587            --
Accounts receivable, net of allowance
 for doubtful accounts of $15,854 (1995)
 and $1,788 (1994)                                       431,772         533,971
Land, buildings and amenities, net                    14,617,818      11,974,200
Land held for development                                297,251            --
Other assets                                             556,442         533,531
                                                     -----------     -----------

                                                     $16,645,788     $15,483,541
                                                     ===========     ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages payable                                    $11,592,641     $ 8,895,313
Accounts payable - operations                            212,597          98,263
Accounts payable - construction                           36,167         168,473
Distributions payable                                     90,136          90,136
Security deposits                                         83,995          75,299
Other Liabilities                                         17,303           4,941
                                                     -----------     -----------

                                                      12,032,839       9,332,425

Partners' equity                                       4,612,949       6,151,116
                                                     -----------     -----------

                                                     $16,645,788     $15,483,541
                                                     ===========     ===========

</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.


                                     - 42 -

<PAGE>
<TABLE>



                                                          NTS-PROPERTIES IV

                                                      STATEMENTS OF OPERATIONS

                                        FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>


                                                                            1995                    1994                    1993
                                                                         -----------             -----------             -----------
<S>                                                                     <C>                     <C>                     <C>
Revenues:
 Rental income, net of provision for
  doubtful accounts of $12,018 (1995),
  $2,546 (1994) and $2,318 (1993)                                       $ 3,231,420             $ 2,451,192             $ 2,139,420
 Interest and other income                                                   54,010                 144,107                  44,897
                                                                        -----------             -----------             -----------

                                                                          3,285,430               2,595,299               2,184,317

Expenses:
 Operating expenses                                                         604,846                 513,760                 499,726
 Operating expenses - affiliated                                            395,570                 400,350                 390,494
 Write-off of unamortized tenant
  and buildings improvements                                                 31,636                  47,633                   6,549
 Amortization of capitalized leasing
  costs                                                                      26,645                  20,150                  22,922
 Interest expense                                                           979,241                 674,348                 404,888
 Management fees                                                            186,176                 136,786                 120,541
 Real estate taxes                                                          215,165                 154,462                 144,595
 Professional and administrative
  expenses                                                                  203,990                 161,804                 139,211
 Professional and administrative
  expenses - affiliated                                                     138,737                 133,988                 143,760
 Depreciation and amortization                                              929,909                 658,233                 576,179
                                                                        -----------             -----------             -----------

                                                                          3,711,915               2,901,514               2,448,865
                                                                        -----------             -----------             -----------

Net loss                                                                $  (426,485)            $  (306,215)            $  (264,548)
                                                                        ===========             ===========             ===========

Net loss allocated to the limited
 partners                                                               $  (422,220)            $  (303,153)            $  (261,903)
                                                                        ===========             ===========             ===========


Net loss per limited partnership
 unit                                                                   $    (14.19)            $    (10.19)            $     (8.80)
                                                                        ===========             ===========             ===========

Weighted average number of limited                                           29,745                  29,745                  29,745
                                                                        ===========             ===========             ===========
 partnership units

</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.


                                                               - 43 -

<PAGE>

<TABLE>


                                NTS-PROPERTIES IV

                         STATEMENTS OF PARTNERS' EQUITY

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>


                                       Limited       General
                                      Partners       Partners         Total
                                      --------       --------         -----

<S>                                 <C>            <C>            <C>        
Balances at December 31, 1992       $ 7,597,654    $  (184,129)   $ 7,413,525
 
 Net loss                              (261,903)        (2,645)      (264,548)

 Distributions declared                (340,282)        (3,438)      (343,720)
                                    -----------    -----------    -----------
Balances at December 31, 1993         6,995,469       (190,212)     6,805,257

 Net loss                              (303,153)        (3,062)      (306,215)

 Distributions declared                (344,447)        (3,479)      (347,926)
                                    -----------    -----------    -----------
Balances at December 31, 1994         6,347,869       (196,753)     6,151,116

 Net loss                              (422,220)        (4,265)      (426,485)

 Distributions declared              (1,100,565)       (11,117)    (1,111,682)
                                    -----------    -----------    -----------

Balances at December 31, 1995       $ 4,825,084    $  (212,135)   $ 4,612,949
                                    ===========    ===========    ===========

</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.


                                     - 44 -

<PAGE>

<TABLE>


                                                          NTS-PROPERTIES IV

                                                      STATEMENTS OF CASH FLOWS

                                        FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>

                                                                                1995                  1994                 1993
                                                                            ------------          ------------          -----------
<S>                                                                         <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                    $  (426,485)          $  (306,215)          $  (264,548)
Adjustments to reconcile net loss to net
 cash provided by (used in) operating
 activities:
  Accrued interest on investment securities                                      (3,642)                 --                    --
  Provision for doubtful accounts                                                12,018                 2,546                 2,318
  Write-off of unamortized tenant and building
   improvements                                                                  31,636                47,633                 6,549
  Amortization of capitalized leasing costs                                      26,645                20,150                22,922
  Depreciation and amortization                                                 929,909               658,233               576,179
  Changes in assets and liabilities:
   Cash and equivalents - restricted                                            (22,993)              (17,601)              (10,367)
   Accounts receivable                                                          260,173              (154,962)              (25,401)
   Other assets                                                                   5,821              (123,496)              (11,312)
   Accounts payable - operations                                                 80,942              (138,902)               30,051
   Security deposits                                                              2,644                 2,615                (3,681)
   Other liabilities                                                            (81,341)              (17,512)                2,471
                                                                            -----------           -----------           -----------

  Net cash provided by (used in) operating
   activities                                                                   815,327               (27,511)              325,181
                                                                            -----------           -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities                                     (301,349)             (733,210)             (123,058)
Increase in cash and equivalents - restricted                                   (36,170)                 --                    --
Decrease in cash and equivalents - restricted                                    33,720                  --                    --
Purchase of investment securities                                              (698,227)                 --                    --
Maturity of investment securities                                               297,282                  --                    --
Increase (decrease) in accounts payable -
 construction                                                                  (132,306)              111,425                35,642
                                                                            -----------           -----------           -----------

  Net cash used in investing activities                                        (837,050)             (621,785)              (87,416)
                                                                            -----------           -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in mortgages payable                                                      --               4,373,993             4,632,325
Principal payments on mortgages and note                                       (354,010)           (5,065,734)             (383,000)
 payable
Capital contribution to a joint venture                                        (616,125)             (597,357)                 --
Additions to loan costs                                                         (25,823)              (94,490)              (87,546)
Cash distributions                                                           (1,111,683)             (343,720)             (343,720)
                                                                            -----------           -----------           -----------

  Net cash provided by (used in) financing
   activities                                                                (2,107,641)           (1,727,308)            3,818,059
                                                                            -----------           -----------           -----------

  Net increase (decrease) in cash and
   equivalents                                                               (2,129,364)           (2,376,604)            4,055,824

CASH AND EQUIVALENTS, beginning of year                                       2,405,974             4,782,578               726,754
                                                                            -----------           -----------           -----------

CASH AND EQUIVALENTS, end of year                                           $   276,610           $ 2,405,974           $ 4,782,578
                                                                            ===========           ===========           ===========

Interest paid on a cash basis                                               $   978,622           $   697,905           $   367,941
                                                                            ===========           ===========           ===========
</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                                               - 45 -

<PAGE>



                                NTS-PROPERTIES IV

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1.     Significant Accounting Policies
       -------------------------------

       A)    Organization
             ------------

             NTS-Properties  IV (the  "Partnership")  is a  limited  partnership
             organized under the laws of the Commonwealth of Kentucky on May 13,
             1983.  The  general  partner  is  NTS-Properties  Associates  IV, a
             Kentucky limited partnership. The Partnership is in the business of
             developing,   constructing,   owning  and   operating   residential
             apartments and commercial real estate.

       B)    Properties
             ----------

             The Partnership owns and operates the following properties:

             -  Commonwealth  Business  Center  Phase I, a business  center with
                approximately  57,000 net rentable  ground floor square feet and
                approximately  24,000  net  rentable  mezzanine  square  feet in
                Louisville, Kentucky

             -  Plainview  Point Office Center Phases I and II, an office center
                with   approximately   56,000  net   rentable   square  feet  in
                Louisville, Kentucky

             -  The Willows of Plainview Phase I, a 118-unit luxury apartment
                complex in Louisville, Kentucky

             -  A 10% joint venture  interest in The Willows of Plainview  Phase
                II, a 144-unit luxury apartment complex in Louisville, Kentucky

             -  A 4% joint venture interest in Golf Brook Apartments, a 195-unit
                luxury apartment complex in Orlando, Florida

             -  A 5% joint  venture  interest  in  Plainview  Point  III  Office
                Center, an office center with approximately  62,000 net rentable
                square feet in Louisville, Kentucky

             -  A 30% joint venture interest in Blankenbaker Business Center 1A,
                a business center with approximately  50,000 net rentable ground
                floor  square  feet  and   approximately   50,000  net  rentable
                mezzanine square feet in Louisville, Kentucky.

             -  An 18% joint  venture  interest in the  Lakeshore/University  II
                Joint  Venture.  A description  of the  properties  owned by the
                Joint Venture appears below:

                -   Lakeshore  Business  Center Phase I - a business center with
                    approximately  103,000  rentable square feet located in Fort
                    Lauderdale, Florida.

                -   Lakeshore  Business Center Phase II - a business center with
                    approximately  97,000 net  rentable  square feet  located in
                    Fort Lauderdale, Florida.

                -   University Business Center Phase II - a business center with
                    approximately  78,000 net rentable  first floor  (office and
                    service)   and  second   floor   office   square   feet  and
                    approximately  10,000 net  rentable  mezzanine  square  feet
                    located in Orlando, Florida.

                -   Outparcel  Building  Sites  -  approximately  6.2  acres  of
                    undeveloped  land adjacent to the Lakeshore  Business Center
                    development which is zoned for commercial development.


                                     - 46 -

<PAGE>



1.     Significant Accounting Policies - Continued
       -------------------------------------------

       C)    Allocation of Net Income (Loss) and Cash Distributions
             ------------------------------------------------------

             Net Cash Receipts made  available for  distribution,  as defined in
             the  partnership  agreement,  will  be  distributed  1)  99% to the
             limited  partners and 1% to the general  partner  until the limited
             partners have received their 8% Preference  Distribution as defined
             in the  partnership  agreement;  2) to the  general  partner  in an
             amount  equal to  approximately  10% of the  limited  partners'  8%
             Preference  Distribution;  and 3) the remainder, 90% to the limited
             partners and 10% to the general partner.

             Net Cash Proceeds, as defined in the partnership  agreement,  which
             are available for  distribution  will be  distributed 1) 99% to the
             limited  partners and 1% to the general  partner  until the limited
             partners  have  received  distributions  from all sources  equal to
             their  Original  Capital plus the amount of any deficiency in their
             8% Cumulative Distribution as defined in the partnership agreement;
             and 2) the  remainder,  75% to the limited  partners and 25% to the
             general partner.

             Net income (loss) is to be allocated to the limited partners and to
             the general partner based on cash distributions made.

       D)    Tax Status
             ----------

             The  Partnership  has received a ruling from the  Internal  Revenue
             Service  stating that the  Partnership  is  classified as a limited
             partnership   for  federal  income  tax  purposes.   As  such,  the
             Partnership makes no provision for income taxes. The taxable income
             or loss is passed through to the holders of interests for inclusion
             on their individual income tax returns.

             A reconciliation of income for financial  statement purposes versus
             that for income tax reporting is as follows:


                                              1995         1994         1993
                                          -----------  -----------   ----------

             Net loss                      $(426,485)   $(306,215)   $(264,548)

             Items handled differently
             for tax purposes:
              Depreciation and
                amortization                 (18,448)    (304,209)    (226,542)
              Capitalized leasing
               costs                           6,635          637        2,982
              Rental income                   73,129       17,451       33,281
               Write-off of unamortized
                tenant improvements          (12,556)     (56,757)        (871)
               Allowance for doubtful
                accounts                      12,104       (6,140)      (7,099)
                                            ---------    ---------    ---------

             Taxable loss                  $(365,621)   $(655,233)   $(462,797)
                                            =========    =========    =========

       E)    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.

                                     - 47 -

<PAGE>



1.     Significant Accounting Policies - Continued
       -------------------------------------------

       F)    Joint Venture Accounting
             ------------------------

             The Partnership has adopted the proportionate  consolidation method
             of  accounting  for joint  venture  properties.  The  Partnership's
             proportionate  interest  in  the  venture's  assets,   liabilities,
             revenues,  expenses and cash flows are  combined on a  line-by-line
             basis with the Partnership's own assets, liabilities,  revenues and
             expenses and cash flows. All intercompany accounts and transactions
             have been eliminated in consolidation.

       G)    Cash and Equivalents - Restricted
             ---------------------------------

             Cash and  equivalents - restricted  represents  the  following:  1)
             Escrow  funds  which are to be  released  as capital  expenditures,
             leasing  commissions  and tenant  improvements  are incurred at the
             properties owned by the  Lakeshore/University  II Joint Venture, 2)
             Funds received for residential security deposits and 3) Funds which
             have been escrowed with mortgage  companies for property  taxes and
             insurance in accordance with the loan agreements.

       H)    Investment Securities
             ---------------------

             Investment  securities  represent  investments in  Certificates  of
             Deposit or securities  issued by the U.S.  Government  with initial
             maturities  of  greater  than three  months.  The  investments  are
             carried at cost which  approximates  market value.  The Partnership
             intends to hold the  securities  until  maturity.  During 1995, the
             Partnership sold no investment  securities.  The following provides
             details regarding the investments held at December 31, 1995:

                                            Amortized     Maturity     Value At
                         Type                 Cost          Date       Maturity
                         ----                 ----          ----       --------

             Certificate of Deposit         $153,537      01/05/96     $153,646
             Certificate of Deposit          102,336      02/02/96      102,809
             FNMA Discount Note              148,714      02/28/96      150,000
                                             -------                    -------

                                            $404,587                   $406,455
                                             =======                    =======

             The  Partnership   held  no  investment   securities  with  initial
             maturities greater than three months during 1994 or 1993.

       I)    Basis of Property and Depreciation
             ----------------------------------

             Land,   buildings   and   amenities  are  stated  at  cost  to  the
             Partnership.   Costs  directly  associated  with  the  acquisition,
             development and construction of a project are capitalized.

             Depreciation  is computed using the  straight-line  method over the
             estimated  useful  lives of the  assets  which are 5 - 30 years for
             land improvements, 5 - 30 years for building and improvements and 5
             - 30 years for amenities.

             In March 1995, the Financial Accounting Standards Board issued
             Statement No. 121 (the "Statement") on accounting for the
             impairment of long-lived assets, certain identifiable intangibles,
             and goodwill related to assets to be held and used.  The Statement
             also establishes accounting standards for long-lived assets and
             certain identifiable intangibles to be disposed of.  The
             Partnership is required to adopt the Statement no later than
             January 1, 1996, although earlier implementation is permitted.  The

                                     - 48 -

<PAGE>



1.     Significant Accounting Policies - Continued
       -------------------------------------------

       I)    Basis of Property and Depreciation - Continued
             ----------------------------------------------

             Statement is required to be applied  prospectively for assets to be
             held and used.  The initial  application of the Statement to assets
             held for  disposal is  required  to be  reported as the  cumulative
             effect of a change in accounting principle.

             The Partnership plans to adopt the Statement as of January 1, 1996.
             Based on a preliminary  review, the Partnership does not anticipate
             that any material adjustments will be required.

       J)    Rental Income and Capitalized Leasing Costs
             -------------------------------------------

             Certain of the  Partnership's  lease  agreements for the commercial
             properties are  structured to include  scheduled and specified rent
             increases  over the lease term. For financial  reporting  purposes,
             the income from these leases is being recognized on a straight-line
             basis over the lease  term.  Accrued  income  connected  with these
             leases is included in accounts receivable and totalled $333,744 and
             $243,057 at December 31, 1995 and 1994, respectively.

             All  commissions  paid to commercial  leasing agents and incentives
             paid to tenants are deferred and amortized on a straight-line basis
             over the  applicable  lease term. In addition,  certain other costs
             associated   with  the  initial   leasing  of  the  properties  are
             capitalized and amortized over a five year period.

       K)    Statements of Cash Flows
             ------------------------

             For purposes of reporting cash flows, cash and equivalents  include
             cash on hand and short-term, highly liquid investments with initial
             maturities of three months or less.

       L)    Reclassification of 1994 and 1993 Financial Statements
             ------------------------------------------------------

             Certain  reclassifications  have been made to the December 31, 1994
             and 1993  financial  statements  to conform with  December 31, 1995
             classifications.   These   reclassifications   have  no  effect  on
             previously reported operations.

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

       NTS-Properties IV owns and operates commercial  properties in Louisville,
       Kentucky, Orlando, Florida and Ft. Lauderdale, Florida. Substantially all
       of the Partnership's tenants are local businesses or are businesses which
       have operations in the location in which they lease space. In Louisville,
       Kentucky, one tenant occupies 100% of the Blankenbaker Business Center 1A
       property.  The Partnership also owns and operates residential  properties
       in  Louisville,  Kentucky and Orlando,  Florida.  The  apartment  unit is
       generally the principal residence of the tenant.

3.     Investment in Joint Ventures
       ----------------------------

       A)    NTS/Willows Phase II Joint Venture
             ----------------------------------

             In 1984,  the  Partnership  entered into a joint venture  agreement
             with  NTS-Properties  V, an affiliate of the general partner of the
             Partnership,  to develop and construct a 144-unit luxury  apartment
             complex on an 8.29-acre site in  Louisville,  Kentucky known as The
             Willows of Plainview  Phase II. The  Partnership  contributed  land
             valued at $800,000 and  NTS-Properties V contributed  approximately
             $7,455,000, the construction and carrying costs of the apartment

                                     - 49 -

<PAGE>



3.     Investment in Joint Ventures - Continued
       ----------------------------------------

       A)    NTS/Willows Phase II Joint Venture - Continued
             ----------------------------------------------

             complex.  The project was  completed in August 1985.  Net income or
             net loss is allocated each calendar quarter based on the respective
             partnership's  contribution.  The Partnership's ownership share was
             10% at December  31,  1995.  The  Partnership's  share of the joint
             venture's net operating income was $4,233 (1995), $8,320 (1994) and
             $8,759 (1993).

       B)    NTS Ft. Lauderdale Office Joint Venture
             ---------------------------------------

             In 1985,  the  Partnership  entered into a joint venture  agreement
             with   NTS-Properties  V  to  develop  an   approximately   103,000
             square-foot  commercial business center known as Lakeshore Business
             Center  Phase  I,  located  in  Fort   Lauderdale,   Florida.   The
             Partnership   contributed   land  valued  at  $1,752,982  and  NTS-
             Properties  V  contributed  approximately  $9,170,000,  the cost of
             constructing  and leasing the building.  The net income or net loss
             was  allocated  each  calendar  quarter  based  on  the  respective
             partnership's  contribution.  The Partnership's  share of the joint
             venture's net operating  income (loss) was $2,085  (1995),  $18,060
             (1994) and $(23,713) (1993).

             On January 23, 1995, the partners of the NTS Ft.  Lauderdale Office
             Joint Venture contributed  Lakeshore Business Center Phase I to the
             newly formed  Lakeshore/University II (L/U II) Joint Venture. Refer
             to Note 3F for a further discussion of the new joint venture.

       C)    NTS Sabal Golf Villas Joint Venture
             -----------------------------------

             In 1985,  the  Partnership  entered into a joint venture  agreement
             with  NTS-Properties VI, an affiliate of the general partner of the
             Partnership,  to develop and construct a 158-unit luxury  apartment
             complex on a 13.15-acre site in Orlando, Florida to be known as the
             Golf Brook  Apartments  Phase I. The Partnership  contributed  land
             valued at $1,900,000 with an outstanding  note payable to a bank of
             $1,200,000  which was secured by the land. On January 1, 1987,  the
             joint   venture   agreement  was  amended  to  include  Golf  Brook
             Apartments Phase II, a 37-unit luxury apartment  complex located on
             a 3.069-acre site adjacent to Golf Brook  Apartments  Phase I. NTS-
             Properties VI contributed  approximately $15.8 million, the cost of
             constructing  and leasing  the  complexes.  NTS-Properties  VI also
             contributed  funds to retire  the  $1,200,000  note  payable to the
             bank.

             Net  income  or net  loss  is  allocated  based  on the  respective
             contribution  of each  partnership  as of the end of each  calendar
             quarter.  The Partnership's  ownership share was 4% at December 31,
             1995. The Partnership's  share of the joint venture's net operating
             income was $43,768 (1995), $33,744 (1994) and, $30,568 (1993).

       D)    Plainview Point III Joint Venture
             ---------------------------------

             In 1987,  the  Partnership  entered into a joint venture  agreement
             with  NTS-Properties  VI to develop and construct an  approximately
             62,000 square foot office building located in Louisville,  Kentucky
             to be known  as  Plainview  Point  Phase  III  Office  Center.  The
             Partnership contributed land valued at $790,000 with an outstanding
             note payable to a bank of $550,000 which was secured by the land.

                                     - 50 -

<PAGE>



 3.    Investment in Joint Ventures - Continued
       ----------------------------------------

       D)    Plainview Point III Joint Venture - Continued
             ---------------------------------------------

             NTS-Properties VI contributed  approximately $4.1 million, the cost
             to  construct  and  lease  the  building.  NTS-Properties  VI  also
             contributed funds to retire the $550,000 note payable to the bank.

             Net  income  or net  loss  is  allocated  based  on the  respective
             partnership's  contribution as of the end of each calendar quarter.
             The Partnership's  ownership share was 5% at December 31, 1995. The
             Partnership's  share of the joint  venture's net  operating  income
             (loss) was $648 (1995), $(3,075) (1994) and $(6,024) (1993).

       E)    Blankenbaker Business Center Joint Venture
             ------------------------------------------

             On August 16, 1994, the Blankenbaker  Business Center Joint Venture
             agreement  was  amended  to  admit  the  Partnership  to the  Joint
             Venture.  The Joint Venture was  originally  formed on December 28,
             1990 between NTS-Properties Plus Ltd. and NTS-Properties VII, Ltd.,
             affiliates of the general  partner of the  Partnership,  to own and
             operate   Blankenbaker   Business  Center  1A  and  to  acquire  an
             approximately  2.49 acre  parking lot that was being  leased by the
             business center from an affiliate of the general  partner.  The use
             of the parking lot is a provision of the tenants's  lease agreement
             with the business center.

             In  accordance  with the Joint  Venture  Agreement  Amendment,  the
             Partnership  contributed  $1,100,000 and  NTS-Properties  VII, Ltd.
             contributed  $500,000.  The  general  partner  of  the  Partnership
             determined the utilization of a portion of the  Partnership's  cash
             reserves to  participate  in the Joint  Venture would be consistent
             with the  investment  objectives  set  forth  in the  Partnership's
             partnership agreement, and should enhance the future returns of the
             Partnership.

             The need for  additional  capital by the Joint Venture was a result
             of the lease renewal and expansion  which was signed April 28, 1994
             between  the Joint  Venture and  Prudential  Service  Bureau,  Inc.
             ("Prudential").  The lease  expands  Prudential's  leased  space by
             approximately 15,000 square feet and extends its current lease term
             through  July  2005.   Approximately  12,000  square  feet  of  the
             expansion  was into new space  which had to be  constructed  on the
             second level of the existing business center.  With this expansion,
             Prudential now occupies 100% of the business center  (approximately
             101,000 square feet). The tenant finish and leasing costs connected
             with the  lease  renewal  and  expansion  were  approximately  $1.4
             million.

             In  order  to  calculate  the  revised  joint  venture   percentage
             interests,  the  assets  of the  Joint  Venture  were  revalued  in
             connection with the admission of the Partnership as a joint venture
             partner and the additional capital contributions.  The value of the
             Joint Venture's assets  immediately prior to the additional capital
             contributions   was  $6,764,322  and  its   outstanding   debt  was
             $4,650,042,  with  net  equity  being  $2,114,280.  The  difference
             between  the value of the Joint  Venture's  assets and the value at
             which they were carried on the books of the Joint  Venture has been
             allocated to NTS-Properties  VII, Ltd. and NTS-Properties Plus Ltd.
             in determining each Joint Venture partner's percentage interest.


                                     - 51 -

<PAGE>



3.     Investment in Joint Ventures - Continued
       ----------------------------------------

       E)    Blankenbaker Business Center Joint Venture - Continued
             ------------------------------------------------------

             As a result of its capital contribution, the Partnership obtained a
             30%  interest  in the Joint  Venture.  NTS-Properties  Plus  Ltd.'s
             interest in the Joint Venture decreased from 69% to 39% as a result
             of the capital  contributions made by NTS-Properties  VII, Ltd. and
             the Partnership.  NTS-Properties  VII, Ltd.'s interest in the Joint
             Venture remained at 31%.

             Net  income  or net  loss  is  allocated  based  on the  respective
             contribution  of each  partnership  as of the end of each  calendar
             quarter. The Partnership's  ownership share was 30% at December 31,
             1995. The Partnership's  share of the joint venture's net operating
             loss was $60,080 (1995) and $119,449 (1994).

       F)    Lakeshore/University II Joint Venture
             -------------------------------------

             On   January   23,   1995,   a   new   joint   venture   known   as
             Lakeshore/University  II Joint  Venture (L/U II Joint  Venture) was
             formed among the Partnership and  NTS-Properties V,  NTS-Properties
             Plus Ltd. and NTS/Fort Lauderdale,  Ltd., affiliates of the general
             partner  of the  Partnership,  for  purposes  of  owning  Lakeshore
             Business Center Phases I and II,  University  Business Center Phase
             II  and  certain  undeveloped  tracts  adjacent  to  the  Lakeshore
             Business  Center  Development.  The table  below  identifies  which
             properties  were  contributed  to the L/U II Joint  Venture and the
             respective  owners of such properties prior to the formation of the
             joint venture.

             Property (Net Asset Contributed)                Owner
             --------------------------------                -----

             Lakeshore Business Center             NTS-Properties IV and NTS-
             Phase I ($6,249,667)                  Properties V

             Lakeshore Business Center             NTS-Properties Plus Ltd.
             Phase II (-$1,023,535)

             Undeveloped land adjacent to the      NTS-Properties Plus Ltd.
             Lakeshore Business Center
             development (3.8 acres)(-$670,709)

             Undeveloped land adjacent to the      NTS/Fort Lauderdale, Ltd.
             Lakeshore Business Center
             development (2.4 acres)($27,104)

             University Business Center            NTS-Properties V and NTS-
             Phase II ($953,236)                   Properties Plus Ltd.

             Each of the properties were contributed to the L/U II Joint Venture
             subject to existing  indebtedness,  except for  Lakeshore  Business
             Center Phase I which was  contributed to the joint venture free and
             clear of any mortgage liens, and all such  indebtedness was assumed
             by the L/U II  joint  venture.  Mortgages  have  been  recorded  on
             Lakeshore Business Center Phase I in the amount of $5,500,000,  and
             on University Business Center Phase II in the amount of $3,000,000,
             in favor of the banks  which held the  indebtedness  on  University
             Business  Center Phase II,  Lakeshore  Business Center Phase II and
             the undeveloped tracts prior to the formation of the joint venture.
             In addition to the above, the Partnership also contributed $750,000
             to the L/U II Joint Venture. The Partnership's  ownership share was
             18% at December  31,  1995.  The  Partnership's  share of the joint
             ventures net operating loss was $220,756 in 1995.


                                     - 52 -

<PAGE>



4.     Land, Buildings and Amenities
       -----------------------------

       The  following   schedule  provides  an  analysis  of  the  Partnership's
       investment in property held for lease as of December 31:


                                                   1995             1994
                                                -----------      -----------

          Land and improvements                 $ 5,521,041      $ 4,334,640
          Buildings and improvements             18,567,171       15,248,787
          Amenities                                 223,800          220,025
                                                 ----------       ----------

                                                 24,312,012       19,803,452

          Less accumulated depreciation           9,694,194        7,829,252
                                                 ----------       ----------
 
                                                $14,617,818      $11,974,200
                                                 ==========       ==========

5.     Land Held for Development
       -------------------------

       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
       Joint  Venture  currently has a contract for the sale of .7 acres of this
       land at a price of $175,000.

6.     Mortgages and Notes Payable

       Mortgages and notes payable as of December 31, consist of the following:


                                                        1995          1994
                                                    -----------    -----------
       Mortgage payable with an insurance
       company,  bearing interest at a fixed
       rate of8.8%, due October 1, 2004,
       secured by land and building                 $ 2,677,397    $ 2,869,577

       Mortgage payable with an insurance
       company, bearing interest at a fixed
       rate of 7%, due December 5, 2003,
       secured by land, buildings and
       amenities                                      2,043,653      2,072,809

       Mortgage payable with an insurance
       company, bearing interest at a fixed
       rate of 7%, due December 5, 2003,
       secured by land, buildings and
       amenities                                      1,946,336      1,974,103

       Mortgage payable with an insurance
       company, bearing interest at a fixed
       rate of 7.5%, due December 5, 2003,
       secured by land, buildings and
       amenities                                        337,832        340,947

       Mortgage payable with an insurance
       company, bearing interest at a fixed
       rate of 7.5%, due December 5, 2003,
       secured by land, buildings and
       amenities                                        201,691        203,550

                              (continued next page)


                                     - 53 -

<PAGE>


6.     Mortgages and Notes Payable - Continued
       ---------------------------------------

                                                       1995            1994
                                                    -----------     -----------
       Mortgage payable with an insurance
       company,  bearing interest at a fixed
       rate of 8.5%, due November 15, 2005,
       secured by land and building                 $ 1,353,672     $ 1,434,327

       Note payable to a bank bearing
       interest at a fixed rate of 10.6%,
       due January 31, 1998, secured by land
      and building                                   1,024,590           --

       Note payable to a bank bearing
       interest at a fixed rate of 10.6%,
       due January 31, 1998, secured by land             83,597          --

       Note payable to a bank bearing
       interest at a fixed rate of 10.6%,
       due January 31, 1998, secured by land
       and building                                   1,642,914          --

       Note payable to a bank bearing
       interest at a fixed rate of 10.6%,
       due January 31, 1998, secured by land            220,269          --

       Note payable to a bank bearing
       interest at a fixed rate of 10.6%,
       due January 31, 1998, secured by land             60,690          --
                                                     ----------      ----------
                                                    $11,592,641     $ 8,895,313
                                                     ==========      ==========

       The  mortgages  are  payable in  monthly  installments  of $95,468  which
       includes principal, interest and property tax escrow.

       Scheduled maturities of debt are as follows:

       For the Years Ended December 31,                      Amount
       --------------------------------                      ------

                            1996                          $   446,486
                            1997                              498,029
                            1998                            3,295,300
                            1999                              474,932
                            2000                              516,483
                         Thereafter                         6,361,411
                                                           ----------
                                                          $11,592,641
                                                           ==========

       Based on the borrowing rates  currently  available to the Partnership for
       mortgages  with similar terms and average  maturities,  the fair value of
       long-term debt is approximately $13,900,000.


                                     - 54 -

<PAGE>



7.     Rental Income Under Operating Leases
       ------------------------------------

       The  following  is  a  schedule  of  minimum   future  rental  income  on
       noncancellable operating leases as of December 31, 1995:

       For the Years Ended December 31,                     Amount
       --------------------------------                     ------

                            1996                         $ 1,614,123
                            1997                           1,467,028
                            1998                           1,147,439
                            1999                             966,665
                            2000                             849,795
                         Thereafter                        3,206,858
                                                         -----------

                                                         $ 9,251,908
                                                         ===========

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

       Property management fees of $186,176 (1995), $136,786 (1994) and $120,541
       (1993) 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 pursuant to an agreement with the Partnership.  Also permitted
       by the  Partnership  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  repair  and
       maintenance fees of $17,895 (1995) and $61,961 (1994) and has capitalized
       this cost as a part of land,  buildings and  amenities.  The  Partnership
       agreement  also  provides  for NTS  Development  Company to receive a fee
       equal to 1% of Net Cash Proceeds from the  refinancing of any Partnership
       property.  During  1994,  a  $41,000  refinancing  fee  was  paid  to NTS
       Development  Company and capitalized as a loan cost (other  assets).  The
       fee  will  be  amortized  over  the  life  of  the  mortgages  (permanent
       financings on The Willows of Plainview Phase I) to which the fee relates.

       As permitted  by the  Partnership  agreement,  the  Partnership  was also
       charged the following amounts from NTS Development  Company for the years
       ended December 31, 1995, 1994 and 1993. 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.  The
       charges were as follows.


                                      1995              1994             1993
                                    --------          --------         --------

       Leasing agents               $115,557          $155,619         $149,723
       Administrative                178,910           167,814          172,496
       Property manager              253,574           234,636          224,175
       Other                           9,291            17,427           43,605
                                     -------           -------          -------

                                    $557,332          $575,496         $589,999
                                     =======           =======          =======

       On January 23, 1995, the Partnership  contributed  $750,000 to the L/U II
       Joint Venture. For details regarding this transaction, refer to Note 3F.

       On  August  16,  1994,  the  Partnership  contributed  $1,100,000  to the
       Blankenbaker  Business  Center  Joint  Venture.  The  Joint  Venture  was
       originally formed on December 28, 1990 between  NTS-Properties  Plus Ltd.
       and  NTS-Properties  VII, Ltd.,  affiliates of the general  partner.  For
       details regarding this transaction, refer to Note 3E.



                                     - 55 -

<PAGE>



Item 9.       Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure

None.

                                    PART III

Item 10.      Directors and Executive Officers of the Registrant

Because the Partnership is a limited  partnership and not a corporation,  it has
no  directors  or  officers  as  such.  Management  of  the  Partnership  is the
responsibility  of  the  general  partner,  NTS-Properties  Associates  IV.  The
Partnership has entered into a management contract with NTS Development Company,
an affiliate of the general partner, to provide property management services.

The general partners of NTS-Properties Associates IV are as follows:

J. D. Nichols
-------------

Mr.  Nichols  (age  54)  is  the  managing  general  partner  of  NTS-Properties
Associates IV and is Chairman of the Board of NTS  Corporation  (since 1985) and
NTS Development Company (since 1977).

NTS Capital Corporation
-----------------------

NTS Capital Corporation (formerly NTS Corporation) is a Kentucky corporation
formed in October 1979.  At the present time its capital is $1,000 and it
is not anticipated that such capital will be significantly increased.  J.
D. Nichols is Chairman of the Board and the sole director of NTS Capital
Corporation.

NTS Subpartnership IV
---------------------

NTS  Subpartnership IV is a Kentucky limited  partnership whose primary business
purpose is to acquire, own and hold an interest in NTS-Properties Associates IV.
The partners of NTS  Subpartnership IV include various  management  personnel of
NTS Corporation and its affiliates.

Alliance Realty Corporation
---------------------------

Alliance Realty Corporation was formed in September 1982, and is a wholly-
owned subsidiary of SN Alliance, Inc.  SN Alliance, Inc. is also the parent
corporation of Stifel, Nicolaus & Company, Inc. which acted as the Dealer
Manager in connection with the offering for the interests.

The Manager of the Partnership's properties is NTS Development Company, the
executive officers and/or directors of which are Messrs. J. D. Nichols,
Richard L. Good and John W. Hampton.

Richard L. Good
---------------

Mr. Good, (age 56) President and Chief Operating  Officer of NTS Corporation and
President  of  NTS  Development  Company  and  Chairman  of  the  Board  of  NTS
Securities, Inc., joined the Manager in January 1985. From 1981 through 1984, he
was Executive Vice President of Jacques-Miller, Inc., a real estate syndication,
property management and financial planning firm in Nashville, Tennessee.


                                     - 56 -

<PAGE>



Item 10.      Directors and Executive Officers of the Registrant - Continued

John W. Hampton
---------------

Mr.  Hampton,  (age  46)  is  Senior  Vice  President  of NTS  Corporation  with
responsibility for all accounting operations.  Before joining NTS in March 1991,
Mr.  Hampton was Vice  President - Finance  and Chief  Financial  Officer of the
Sturgeon-Thornton-Marrett  Development Company in Louisville,  Kentucky for nine
years. Prior to that he was with Alexander Grant & Company CPA's. Mr. Hampton is
a Certified  Public  Accountant  and a graduate of the  University of Louisville
with a Bachelor of Science  degree in  Commerce.  He is a member of the American
Institute of CPA's and the Kentucky Society of CPA's.

Item 11.      Management Remuneration and Transactions

The officers and/or directors of the corporate general partner receive no direct
remuneration in such  capacities.  The Partnership is required to pay a property
management fee based on gross rentals to NTS Development  Company,  an affiliate
of  the  general  partner.  The  Partnership  is  also  required  to  pay to NTS
Development  Company a repair and  maintenance  fee on costs related to specific
projects and a refinancing  fee on Net Cash Proceeds from the refinancing of any
Partnership  property.  In addition,  the  Partnership  shares  equally with NTS
Development  Company the gross  revenues from  coin-operated  washers and dryers
maintained at the apartments.  Also, NTS Development  Company  provides  certain
other services to the Partnership.  See Note 8 to the financial statements which
sets forth  transactions  with  affiliates of the general  partner for the years
ended December 31, 1995, 1994 and 1993.

The general partner is entitled to receive cash distributions and allocations of
profits and losses from the Partnership. See Note 1C to the financial statements
which  describes  the methods  used to  determine  income  allocations  and cash
distributions.



                                     - 57 -

<PAGE>



Item 12.      Security Ownership of Certain Beneficial Owners and Management

The  general  partner  is  NTS-Properties  Associates  IV,  a  Kentucky  limited
partnership,  10172 Linn Station Road, Louisville,  Kentucky 40223. The partners
of the general partner and their total respective interests in
NTS-Properties Associates IV are as follows:

       J. D. Nichols                                              69.69%
       10172 Linn Station Road
       Louisville, Kentucky 40223

       NTS Subpartnership IV                                      30.00%
       10172 Linn Station Road
       Louisville, Kentucky 40223

       NTS Capital Corporation                                      .30%
       10172 Linn Station Road
       Louisville, Kentucky 40223

       Alliance Realty Corporation                                  .01%
       500 North Broadway
       St. Louis, Missouri 63102

Item 13.      Certain Relationships and Related Transactions

Property management fees of $186,176 (1995), $136,786 (1994) and $120,541 (1993)
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  pursuant to an
agreement with the Partnership. Also permitted by the Partnership 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  repair and  maintenance  fees of $17,895 (1995) and $61,961 (1994) and
has  capitalized  this  cost as a part of land,  buildings  and  amenities.  The
Partnership agreement also provides for NTS Development Company to receive a fee
equal  to 1% of Net  Cash  Proceeds  from  the  refinancing  of any  Partnership
property. During 1994, a $41,000 refinancing fee was paid to NTS Development and
capitalized  as a loan cost (other  assets).  The fee will be amortized over the
life of the mortgages (permanent financings on The Willows of Plainview Phase I)
to which the fee relates.

As permitted by the Partnership agreement,  the Partnership was also charged the
following amounts from NTS Development  Company for the years ended December 31,
1995,  1994 and 1993.  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.


                                      1995             1994           1993
                                    --------         --------       --------

Leasing agents                      $115,557         $155,619       $149,723
Administrative                       178,910          167,814        172,496
Property manager                     253,574          234,636        224,175
Other                                  9,291           17,427         43,605
                                     -------          -------        -------

                                    $557,332         $575,496       $589,999
                                     =======          =======        =======


                                     - 58 -

<PAGE>



Item 13.      Certain Relationships and Related Transactions - Continued

On January 23, 1995, the  Partnership  contributed  $750,000 to the L/U II Joint
Venture.  For  details  regarding  this  transaction,  refer  to  Note 3F of the
Partnership's  1995  financial  statements  and  Items  1  and  2  Business  and
Properties.

On August 16, 1994, the Partnership  contributed  $1,100,000 to the Blankenbaker
Business  Center  Joint  Venture.  The Joint  Venture was  originally  formed on
December 28, 1990 between NTS-Properties Plus Ltd. and NTS-Properties VII, Ltd.,
affiliates of the general partner of the Partnership. For details regarding this
transaction refer to Note 3E of the 1995 financial  statements and Items 1 and 2
Business and Properties.

There are no other  agreements or  relationships  between the  Partnership,  the
General Partner and its affiliates than those previously described.

                                     - 59 -

<PAGE>



                                     PART IV

Item 14.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K

1.      Financial statements

        The financial statements for the years ended December 31, 1995, 1994 and
        1993 together with the report of Arthur  Andersen LLP dated February 14,
        1996,  appear in Item 8. The  following  financial  statement  schedules
        should be read in conjunction with such financial statements.

2.      Financial statement schedules

        Schedules:                                              Page No.
        ----------                                              --------

        III-Real Estate and Accumulated Depreciation             61-64

        All other  schedules have been omitted  because they are not applicable,
        are not required, or because the required information is included in the
        financial statements or notes thereto.

3.      Exhibits

        Exhibit No.                                                   Page No.
        -----------                                                   --------

         3.      Amended and Restated Agreement and Certificate          *
                 of Limited Partnership of NTS-Properties IV

        10.      Property Management Agreement and Construction          *
                 Management Agreement between NTS Development
                 Company and NTS-Properties IV

        27.      Financial Data Schedule                              Included
                                                                      herewith

         *       Incorporated   by  reference   to  documents   filed  with  the
                 Securities  and  Exchange  Commission  in  connection  with the
                 filing of the  Registration  Statements on Form S-11 on May 16,
                 1983  (effective  August 1,  1983)  under  Commission  File No.
                 2-83771.

4.      Reports on Form 8-K

        There were no reports on Form 8-K for the  quarter  ended  December  31,
        1995.

                                     - 60 -

<PAGE>
<TABLE>



                                             NTS-PROPERTIES IV

                          SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                          AS OF DECEMBER 31, 1995

<CAPTION>



                                                          Commonwealth          Plainview
                                                            Business           Point Office         The Willows         The Willows
                                                             Center           Center Phases        of Plainview        of Plainview
                                                            Phase I             I and II              Phase I             Phase II
                                                            -------             --------              -------             --------
<S>                                                        <C>                  <C>                  <C>                  <C>
Encumbrances                                                      (A)                 None                  (B)                  (B)

Initial cost to partnership:
  Land                                                     $  928,867           $  356,048           $1,798,292           $  170,808
  Buildings and improvements                                1,419,653            2,214,001            5,447,513              585,917

Cost capitalized subsequent to
 acquisition:
  Improvements                                              1,694,087              899,396              127,674               67,212
  Other                                                          --                   --                   --                   --
  Carrying costs                                                 --                   --                   --                   --

Gross amount at which carried
 December 31, 1995:
  Land                                                     $  939,987           $  454,262           $1,799,392           $  183,591
  Buildings and improvements                                3,102,620            3,015,183            5,574,087              640,346
                                                           ----------           ----------           ----------           ----------

  Total                                                    $4,042,607           $3,469,445           $7,373,479           $  823,937
                                                           ==========           ==========           ==========           ==========

Accumulated depreciation                                   $1,913,729           $1,232,518           $3,154,256           $  347,489
                                                           ==========           ==========           ==========           ==========

Date of construction                                            06/84                  N/A                03/85                08/85

Date Acquired                                                     N/A                04/84                  N/A                  N/A

Life at which depreciation in
 latest income statement is
 computed                                                         (C)                  (C)                  (C)                  (C)

<FN>


(A)     First mortgage held by an insurance company.

(B)     First mortgage held by two insurance companies.

(C)     Depreciation  is  computed  using  the  straight-line  method  over  the
        estimated  useful  lives of the assets  which are 10 - 30 years for land
        improvements,  5 - 30 years for  buildings and  improvements  and 5 - 30
        years for amenities.
</FN>
</TABLE>

                                                   - 61 -

<PAGE>
<TABLE>



                                             NTS-PROPERTIES IV

                          SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                          AS OF DECEMBER 31, 1995

<CAPTION>



                                                                                                                          Lakeshore
                                                                                         Plainview       Blankenbaker      Business
                                                                      Golfbrook          Point III         Business         Center
                                                                      Apartments       Office Center      Center 1A         Phase I
                                                                      ----------       -------------      ---------         -------
<S>                                                                   <C>               <C>              <C>              <C>
Encumbrances                                                                 (A)              None              (A)              (B)

Initial cost to partnership:
  Land                                                                $  175,557        $   65,211       $  582,561       $  422,983
  Buildings and improvements                                             474,566           116,284        2,263,506          662,259

Cost capitalized subsequent to
 acquisition:
  Improvements                                                              (289)           53,457           92,355          533,294
  Other (C)                                                                 --                --               --            184,250
  Carrying costs                                                            --                --               --               --

Gross amount at which carried
 December 31, 1995:
  Land                                                                $  175,445        $   66,509       $  672,364       $  479,210
  Buildings and improvements                                             474,389           168,443        2,266,058        1,323,576
                                                                      ----------        ----------       ----------       ----------

  Total                                                               $  649,834        $  234,952       $2,938,422       $1,802,786
                                                                      ==========        ==========       ==========       ==========

Accumulated depreciation                                              $  194,905        $   78,758       $  869,251       $  789,761
                                                                      ==========        ==========       ==========       ==========

Date of construction                                                       05/88             01/88              N/A            05/86

Date Acquired                                                                N/A               N/A            08/94              N/A

Life at which depreciation in
 latest income statement is
 computed                                                                    (D)               (D)              (D)              (D)

<FN>

(A)     First mortgage held by an insurance company.

(B)     First mortgage held by a bank.

(C)     Represents  NTS-Properties IV's increased interest in Lakeshore Business
        Center Phase I as a result of the formation of the  Lakeshore/University
        II Joint Venture in 1995.

(D)     Depreciation  is  computed  using  the  straight-line  method  over  the
        estimated  useful  lives of the assets  which are 10 - 30 years for land
        improvements,  5 - 30 years for  buildings and  improvements  and 5 - 30
        years for amenities.
</FN>
</TABLE>

                                                   - 62 -

<PAGE>
<TABLE>



                                             NTS-PROPERTIES IV

                          SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                          AS OF DECEMBER 31, 1995

<CAPTION>



                                                                  Lakeshore              University
                                                                  Business                Business
                                                                   Center                  Center                   Total
                                                                  Phase II                Phase II               Pages 61-63
<S>                                                             <C>                      <C>                      <C> 
Encumbrances                                                            (A)                      (A)

Initial cost to partnership:
  Land                                                          $   658,760              $   388,156              $ 5,547,243
  Buildings and improvements                                      1,508,328                1,567,339               16,259,366

Cost capitalized subsequent to
 acquisition:
  Improvements                                                       12,698                     --                  3,479,884
  Other                                                                --                       --                    184,250
  Carrying costs                                                       --                       --                       --

Gross amount at which carried
 December 31, 1995 (B):
  Land                                                          $   658,760              $   388,156              $ 5,817,676
  Buildings and improvements                                      1,521,026                1,567,339               19,653,067
                                                                -----------              -----------              -----------

  Total                                                         $ 2,179,786              $ 1,955,495              $25,470,743
                                                                ===========              ===========              ===========

Accumulated depreciation                                        $   704,052              $   409,475              $ 9,694,194 (D)
                                                                ===========              ===========              ===========

Date of construction                                                   N/A                      N/A

Date Acquired                                                        01/95                    01/95

Life at which depreciation in
 latest income statement is
 computed                                                              (C)                      (C)

<FN>

(A)     First mortgage held by a bank.

(B)     Aggregate cost of real estate for tax purposes is $25,229,393.

(C)     Depreciation  is  computed  using  the  straight-line  method  over  the
        estimated  useful  lives of the assets  which are 10 - 30 years for land
        improvements,  5 - 30 years for  buildings and  improvements  and 5 - 30
        years for amenities.

(D)     Total gross cost at December 31, 1995                       $25,470,743
        Adjust land contribution from fair
         market value to cost:
          Golfbrook Apartments                                         (662,731)
          Plainview Point III Office Center                            (496,000)
                                                                     -----------

                                                                    $24,312,012
                                                                     ===========

</FN>
</TABLE>

                                                   - 63 -

<PAGE>
<TABLE>



                                NTS-PROPERTIES IV

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>



                                                   Real             Accumulated
                                                  Estate            Depreciation

<S>                                            <C>                 <C>         
Balances at December 31, 1992                  $ 16,699,171        $  6,448,125

Additions during period:
 Improvements (a)                                   121,628                --
 Depreciation (b)                                      --               557,760

Deductions during period:
 Retirements                                       (118,807)           (112,260)
                                               ------------        ------------

Balances at December 31, 1993                    16,701,992           6,893,625

Additions during period:
 Improvements (a)                                   743,561                --
 Depreciation (b)                                      --               643,256
 Other (c)                                        2,846,067             732,346

Deductions during period:
 Retirements                                       (488,168)           (439,975)
                                               ------------        ------------

Balances at December 31, 1994                    19,803,452           7,829,252

Additions during period:
 Improvements (a)                                   298,146                --
 Depreciation (b)                                      --               896,863
 Other (d)                                        4,306,835           1,032,864

Deductions during period:
 Retirements                                        (96,421)            (64,785)
                                               ------------        ------------

Balances at December 31, 1995                  $ 24,312,012        $  9,694,194
                                               ============        ============

<FN>

(a)    The  additions  to real  estate on this  schedule  will  differ  from the
       expenditures on the Statements of Cash Flows as a result of minor changes
       in the  Partnership's  joint venture  investment  ownership  percentages.
       Changes  that may occur in the  ownership  percentages  are less than one
       percent.
(b)    The additions  charged to accumulated  depreciation on this schedule will
       differ from the  depreciation  and amortization on the Statements of Cash
       Flows due to the amortization of loan costs.
(c)    Represents the  Partnership's  share of  Blankenbaker  Business Center 1A
       Joint Venture  property and equipment  recorded  under the  proportionate
       consolidation method.
(d)    Represents  the  increase  in the  Partnership's  interest  in  Lakeshore
       Business  Center Phase I property  and  equipment  and the  Partnership's
       share of Lakeshore  Business  Center Phase II's and  University  Business
       Center Phase II's property and equipment recorded under the proportionate
       consolidation  method.  All  are  the  result  of  the  formation  of the
       Lakeshore/University II Joint Venture in 1995.
</FN>
</TABLE>

                                     - 64 -

<PAGE>

                                   SIGNATURES
                                   ----------

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

                                                    NTS-PROPERTIES IV
                                                       (Registrant)
                                          BY:   NTS-Properties Associates IV,
                                                General Partner
                                                BY:    NTS Capital Corporation,
                                                       General Partner


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



Date:      March 29      , 1996



Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
Form  10-K has been  signed  below by the  following  persons  on  behalf of the
registrant in their capacities and on the date indicated above.

      Signature                     Title
      ---------                     -----



/s/ J. D. Nichols                   General Partner of NTS-Properties
    J. D. Nichols                   Associates IV and Chairman of the
                                    Board and Sole Director of
                                    NTS Capital Corporation

/s/ Richard L. Good                 President of NTS Capital Corporation
    Richard L. Good


/s/ John W. Hampton                 Senior Vice President of NTS Capital
    John W. Hampton                 Corporation



The Partnership is a limited  partnership and no proxy material has been sent to
the limited partners.


                                     - 65 -

<PAGE>